BOARD SERVICE AGREEMENT
Exhibit 10.23
GT
Biopharma, Inc., (“GT” or the “Company”)
appoints, as of November 11, 2020, Xxxxxxx Xxxx
(“Director”) to its board of directors for an initial
term of two years, and as may be extended under the Company’s
bylaws.
1.
Commencement Date. November 11, 2020
2.
Initial Board Position. Director shall serve as a member of the
board of directors of the Company, Chair of the Compensation
Committee, and member of the Nominating Committee through the term
of this agreement. Director will perform all activities as
reasonably expected of such position throughout the term of this
agreement.
3.
Term. The Director’s term shall commence as of the
Commencement Date and shall continue for a period of two
years.
4.
Compensation.
a. Company
shall pay the Director for the services of Director, an annual
stipend of $20,000.00 for Director compensation, an additional
$5,000.00 annually for Chairing the Compensation Committee and
$5,000.00 annually as a member of the Nominating Committee, due
quarterly (fourth quarter payment will be pro-rata reflecting the
seven weeks remaining in the quarter after the November 11th start
date) and reimbursement of all reasonable expenses for service of
his duties. Said fee shall cover all services including attendance
at board and telephonic meetings and service as committee chair
and/or member. Director shall be paid quarterly on the first day of
each quarter. Upon completion of a National Listing and financing,
the board will review the current compensation board
packages.
b.
The Company will grant Director a stock award of shares of common
stock of the Company equal to 1.00% of the number of fully diluted
shares of common stock of the Company calculated on the fully
diluted equity of the company upon the company’s National
Exchange financing date. Such stock award will vest in three
equal tranches with the first tranche vesting on November 11, 2020
upon joining the board, the second tranche vesting on November 11,
2021 and the final tranche vesting on November 11, 2022. In
the event of a change of control transaction, such stock award
shall immediately accelerate and vest and the Company shall pay
Director the fair value of such shares in cash in exchange
therefore.
c.
A formal board compensation plan will be put into effect that will
specify annual equity grants for board members going
forward.
5.
Indemnification. The Company agrees to defend, indemnify and hold
harmless the Director with respect to any claim made, or action,
suit or proceeding instituted, against the Director including the
reasonable costs and expenses of defense thereof, that is based
upon or arises out of any services performed by the Director under
this Agreement to the full extent that Directors of the Company may
be indemnified under the bylaws of the Company, except if such
claim, action or proceeding arises from the gross negligence of the
Director. The Director will be named as insured under
Company’s director and officer’s insurance
policy.
[Signature
page follows.]
IN
WITNESS WHEREOF, the parties have executed this Agreement on the
date set forth above.
Signature:
_________________________________
Name:
Xxxxxxx Xxxxxxx, Chairman and Chief Executive Officer
Director:
Xxxxxxx Xxxx
Signature:
__________________________________
