ALONG MOBILE TECHNOLOGIES, INC. INDEPENDENT DIRECTOR’S CONTRACT
ALONG
MOBILE TECHNOLOGIES, INC.
INDEPENDENT
DIRECTOR’S CONTRACT
This
agreement (“Agreement”) is made as of the 10th day of May 2007 and is by and
between Along Mobile Technologies, Inc., a Nevada corporation (the “Company”),
and Xxxx Xxxx (the “Director”).
BACKGROUND
The
Board
of Directors of the Company desires to appoint Director to fill an existing
vacancy and to have the Director perform the duties of independent director
and
Director desires to be so appointed for such position and to perform the duties
required of such position in accordance with the terms and conditions of this
Agreement.
AGREEMENT
In
consideration for the above recited promises and the mutual promise contained
herein, the adequacy and sufficiency of which are hereby acknowledge, Company
and Director hereby agree as follows:
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DUTIES.
The Company requires that the Director be available to perform the
duties
of an independent director and such other duties customarily related
to
this function as may be determined and assigned by the Board of Directors
of the Company and as may be required by the Company’s constituent
instruments, including its certificate or articles of incorporation,
bylaws and its corporate governance and board committee charters, each
as
amended or modified from time to time, and by applicable law, including
the Nevada General Corporation Law. Director agrees to devote as much
time
as is necessary to perform completely the duties as Director of the
Company and as a member of any such committees the Director is or may
hereafter be appointed to. The Director will perform such duties described
herein in accordance with the general fiduciary duty of Directors arising
under the Nevada General Corporation Law and Chapter 78 of the Nevada
Revised Statutes.
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| 2. |
TERM.
The term of this Agreement shall commence as of the date of the Director’s
appointment by the Board of Directors of the Company, in the event
the
Director is appointed to fill a vacancy or the date of the Director’s
election by the stockholders of the Company and shall continue until
the
Director’s removal or resignation. Each 12-month period ending on the
anniversary date of the Director’s appointment shall constitute a Service
Year.
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| 3. |
COMPENSATION.
For all services to be rendered by Director in any capacity hereunder,
the
Company agrees to pay Director a fee of $2,000 in cash per Service
Year,
paid in equal quarterly installments throughout the Company’s fiscal year
(“Compensation”). Compensation shall be paid to Director at the
commencement of every quarter. Should Director begin his services after
the commencement of the quarter, Director’s initial payment will be
calculated by multiplying the remaining days in the quarter by the
daily
amount of stock and cash payment to which Director is entitled, on
the
basis of a 365-day year. Such Compensation and grant shares may be
adjusted from time to time as agreed by the
parties
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EXPENSES.
In addition to any other compensation, the Company will reimburse Director
for pre-approved reasonable business related expenses incurred in good
faith in the performance of Director’s duties for the Company. Such
payments shall be made by the Company upon submission by the Director
of a
signed statement itemizing the expenses incurred. Such statement shall
be
accompanied by sufficient documentary matter to support the
expenditures.
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| 5. |
CONFIDENTIALITY.
The Company and Director each acknowledge that , in order for the intents
and purposes of this Agreement to be accomplished, Director shall
necessarily obtain access to certain confidential information concerning
the Company and its affairs, including, but not limited to business
methods, information systems, financial data and strategic plans which
are
unique assets of the Company (“Confidential Information”). Director
covenants not to, either directly or indirectly, in any manner, utilize
or
disclose to any person, firm, corporation, association or other entity
any
Confidential Information.
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| 6. |
NON-COMPETE.
To the exclusion of any relationship, in existence at the time this
Agreement is entered into, in which Director is employed by or has
an
ownership interest in another business, during the Term and for a period
of twelve (12) months following the Director’s removal or resignation from
the Board of Directors of the Company or any of its Subsidiaries or
Affiliates (the “Restricted Period”), the Director shall not, directly or
indirectly, or in any manner whatsoever: (i) engage in the business
of
another company competitive with the Company’s current lines of business,
or any business then engaged in by the Company, its Subsidiaries, or
Affiliates; or (ii) have any interest as owner, sole proprietor,
shareholder, partner , lender, director, officer, manager, employee,
consultant, agent, or otherwise, in any business competitive with the
Company’s business; provided, however, that Director may hold, directly or
indirectly, solely as an investment, not more than one percent (1%)
of the
outstanding securities of any person or entity which are listed on
any
national securities exchange or regularly traded in the over-the-counter
market notwithstanding the fact that such person or entity is engaged
in a
business competitive with the Company’s Business. In addition, during the
Restricted Period, the Director shall not develop any property for
use in
the Company’s Business on behalf of any person or entity other than the
Company, its subsidiaries and Affiliates.
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| 7. |
TERMINATION.
With or without cause, the Company and Director may each terminate
this
Agreement at any time upon ten (10) days written notice. If the director
voluntarily resigns prior to the end of a quarter, the Company shall
be
entitled to receive, upon written request by the Company, a refund
of the
portion of the Compensation that relates to the remaining days of the
quarter. The refund will be calculated by multiplying the remaining
days
in the quarter by the daily amount of stock and cash payment to which
the
Director is entitled, on the basis of a 365-day year. Such written
request
must be submitted within ninety (90) days of the termination date.
Nothing
contained herein or omitted herefrom shall prevent the shareholder(s)
of
the Company from removing Director with immediate effect at any time
for
any reason.
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| 8. |
INDEMNIFICATION.
Please see agreement simultaneously executed with this Agreement entitled,
“Director and Officer Indemnification
Agreement.”
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| 9. |
EFFECT
OF WAIVER.
The waiver by either party of the breach of any provision of this
Agreement shall not operate as or be construed as a waiver of any
subsequent breach thereof.
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| 10. |
NOTICE.
Any and all notices referred to herein shall be sufficient if furnished
in
writing at the addresses specified in filings made by the Company with
the
U.S. Securities and Exchange Commission and if by fax to (000)
000-0000.
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| 11. |
GOVERNING
LAW.
This Agreement shall be interpreted in accordance with, and the rights
of
the parties hereto shall be determined by, the laws of the State of
Nevada
without reference to the state’s conflicts of laws
principals.
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| 12. |
ASSIGNMENT.
The rights and benefits of the Company under this Agreement shall be
transferable, and all the covenants and agreements hereunder shall
inure
to the benefit of, and be enforceable by or against, its successors
and
assigns. The duties and obligations of the Director under this Agreement
are personal and therefore Director may not assign any right or duty
under
this Agreement without the prior written consent of the
Company.
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| 13. |
MISCELLANEOUS.
If any provision of this Agreement shall be declared invalid or illegal,
for any reason whatsoever, then, notwithstanding such invalidity or
illegality, the remaining terms and provisions of the within Agreement
shall remain in full force and effect in the same manner as if the
invalid
or illegal provision had not been contained
herein.
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| 14. |
ARTICLE
HEADINGS.
The article headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
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| 15. |
COUNTERPARTS.
This Agreement may be executed in any number of counterparts, all of
which
taken together shall constitute one instrument. Facsimile execution
and
delivery of this Agreement is legal, valid and binding for all
purposes.
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| 16. |
ENTIRE
AGREEMENT.
Except as provided elsewhere herein, this Agreement sets forth the
entire
agreement of the parties with respect to its subject matter and supersedes
all prior agreements, promises, covenants, arrangements, communications,
representations or warranties, whether oral or written, by any officer,
employee or representative of any party to this Agreement with respect
to
such subject matter.
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IN
WITNESS WHEREOF, the parties hereto have caused this Independent Director’s
Contract to be duly executed and signed as of the day and year first above
written.
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ALONG
MOBILE TECHNOLOGIES, INC.
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| By: | /s/ Xx Xxxxxxx | |
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Xx Xxxxxxx,
CEO and President
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| INDEPENDENT DIRECTOR | ||
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| By: | /s/ Xxxx Xxxx | |
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Xxxx Xxxx,
Director
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