October 31, 2007 John Mitola Chicago, IL 60631 Dear John: Concerning: Letter Agreement We are extremely pleased that you (herein referred to as the “Director”) have agreed to accept our offer to join the Board of Directors of Composite Technology...
October
31, 0000
Xxxx
Xxxxxx
Xxxxxxx,
XX 00000
Dear
Xxxx:
Concerning: Letter
Agreement
We
are
extremely pleased that you (herein referred to as the “Director”) have agreed to
accept our offer to join the Board of Directors of Composite Technology
Corporation. We would very much like to have your commitment to become a
member
of our Board of Directors and assist us to the growth of our
company.
This
letter is intended to formalize the terms of your participation as a member
of
the Board of Directors of Composite Technology Corporation, a Nevada Corporation
(the "Corporation").
The
term
of your role as a member of the Board of Directors for the Corporation will
be
one (1) year or until the annual general meeting at which new directors are
selected. You agree that the terms set out in the present letter agreement
will
also govern any extension of such initial period by your reelection as a
member
of the Board of Directors at any future annual general meetings at which
directors are selected on the same terms as those set out herein, for a period
of up to two (2) additional terms (for a total of up to three (3)
years).
As
compensation for your good faith efforts to provide direction for the
Corporation as well as promote the business interests of the Corporation,
the
Corporation will grant you a monthly payment of four thousand dollars ($4,000),
provided, that you are still participating as a Corporation Board Member
as of
each month end (“Remuneration”).
We
further are asking you to accept the position of Chairman of the Compensation
Committee, which will be compensated by an additional $1,000 per month. We
are
also asking you to serve on the Audit Committee, which will be compensated
by an
additional $500 per month.
In
addition, the Corporation will grant you 500,000 options to purchase shares
of
the Corporation’s common stock at the price of the Corporation’s common stock at
the market close on that market-trading day immediately preceding the date
of
the Board decision granting such options (the “Granted Options”). The Granted
Options will vest in 12 equal portions (with any fraction vesting with the
last
to vest of such portions). The first portion of the Granted Options shall
vest
on that date three (3) months following the date of the initial Board grant
and
each successive portion shall thereafter vest at intervals of three (3)
month.
You
shall
also be entitled, in accordance with the Corporation’s applicable policies and
rules in force, to reimbursement of reasonable expenses which are incurred
(i)
in traveling to meetings more than 1 hour away and (ii) in performing your
responsibilities hereunder to the extent that incurring such expenses is
pre-approved by the Corporation. The Corporation will also provide you with
the
benefit of liability insurance as a member of the Corporation’s Board of
Directors.
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XxXxx Xxx., Xxxxxx, XX 00000 T (000) 000-0000 F (000)
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Since
the
legislation and practice governing the attitudes, roles and responsibilities
of
directors is evolving constantly, you are required to read and to understand
the
duties and obligations that are incumbent on members of the Board of Directors
of the Corporation on an on going basis to keep up to date.
Your
responsibilities as a member of the Board shall include but are not limited
to:
Attend
a
minimum of four (4) quarterly meetings per calendar year and one (1) meeting
held immediately following the annual general meeting. The Corporation shall
give appropriate advance notice of the scheduling of the quarterly meetings;
and
· Attend
the Annual General Meeting of the Shareholders; and
· Be
available for special meetings of the board by telephone for decisions which
cannot wait until the quarterly board meetings; and
· Report
in
a timely fashion any and all matters required to be reported in accordance
with
applicable legislation including without limitation any dealing in the
Corporation’s shares; and
· Promote
the interests of the Corporation through raising its profile, making
introductions to generate new business opportunities; and
· Introduce
potential full time executives and employees and strengthening the Board
of
Directors and investor base of the Corporation; and
· As
requested by the Board of Directors, serve on designated subcommittees of
the
Board of Directors including the audit committee, compensation committee,
corporate governance committee, etc.
In
addition, the Corporation is required to take a number of routine and urgent
decisions by written resolution in particular pursuant to Section 78.315
of the
Nevada General Corporation Law. In this respect it is your responsibility
to
respond in timely fashion to requests to review, agree on an acceptable text
and
execute such resolutions.
In
performing your services on the Board of Directors, you will be an independent
contractor and not an employee of the Corporation. You will not be entitled
to
any additional compensation or participate in any benefit plans of the
Corporation in connection with your services hereunder. You may not bind
the
Corporation or act as a principal or agent thereof.
You
represent and agree that you are accepting the Remuneration for your own
account
and not with a view to or for sale in connection with any distribution thereof.
You understand that such Remuneration will be subjected to the restrictions
in
the Corporation's Charter and Bylaws and will not be freely transferable
and you
represent that you either have a preexisting personal or business relationship
with the Corporation or its Board of Directors or controlling persons or,
by
reason of your business or financial experience, have the capacity to protect
your own interest in connection with receiving any Remuneration as compensation.
You further represent that you were not solicited by publication of any
advertisement in connection with the receipt of such Remuneration and that
you
have consulted tax counsel as needed regarding such Remuneration.
Notwithstanding
anything to the contrary, your participation on the Corporation's Board of
Directors may be terminated at any time for any or no reason by you or the
Corporation upon written notice to the other party, provided, however that
in
the event of your seeking to terminate your directorship such resignation
must
be accepted by the Board of Directors in accordance with the terms of Section
3.12 of the Corporations Bylaws. Upon such termination, the right to
compensation hereunder will terminate subject to the Corporation's obligation
to
reimburse you any approved expenses already incurred, and your right to retain
the Granted Options to the extent such Options have vested prior to such
termination or the compensation committee shall allow any accelerated
vesting.
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XxXxx Xxx., Xxxxxx, XX 00000 T (000) 000-0000 F (000)
000-0000
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While
serving as a director, you will acquire and have access to confidential or
proprietary information about the Corporation, for as long as you are a director
of the Corporation and for a period after you cease to be a Director you
shall
maintain the confidentiality of any and all such information in accordance
with
the terms of your “Proprietary Rights Agreement” signed concurrently herewith
(“PAA”). The terms of the PAA are incorporated herein and form a part of your
duties and obligations as a director.
Execution
of the signature block (which may be in counterparts) below shall indicate
agreement to the terms outlined above. This letter is to be construed and
enforced in accordance with the internal laws of the State of Nevada and
contains the entire agreement of the parties with respect to the subject
mater
hereof. This letter may not be assigned by either party.
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FOR:
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Composite
Technology Corporation
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FOR:
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Xxxx
X. Xxxxxx
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(the
Corporation)
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(the
Director)
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By:
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By:
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Xxxxxx
X Xxxxxxxx
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Xxxx
X. Xxxxxx
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Chairman
and CEO
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Representing
himself personally
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XxXxx Xxx., Xxxxxx, XX 00000 T (000) 000-0000 F (000)
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