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EXHIBIT 10.20
AGREEMENT TO SERVE AS A DIRECTOR
THIS AGREEMENT TO SERVE AS A DIRECTOR ("Agreement") is made as of this
29th day of September 1999 by and between the parties: XXXXX XXXXXX, an
individual residing at 000 Xxxxxxxxx Xxxx, Xxxxx, Xxxxxxx 00000 (hereinafter
referred to as "Rugano"), and TELESERVICES INTERNET GROUP INC., a Florida
corporation with its principal executive offices at 000 Xxxxxx Xxxxxx Xxxxx,
Xxxxx 0000, Xx. Xxxxxxxxxx, XX 00000 (hereinafter referred to as the "Company").
It is mutually agreed by and between the parties as follows:
ARTICLE I
APPOINTMENT AND DUTIES
The Company hereby appoints Rugano to serve as a member of the Board
of Directors of the Company (a "Director"), and Rugano hereby accepts such
appointment, commencing effective October 1, 1999. While serving in the capacity
of a Director, Rugano shall act in a manner consistent with the Articles of
Incorporation and the Bylaws of the Company, and the Florida Business
Corporation Act.
ARTICLE II
INDEMNIFICATION
The Company shall provide to Rugano, to the full extent provided for under
the Company's Articles of Incorporation, the Company's Bylaws, and the laws of
the State of Florida, indemnification for any claim or lawsuit which may be
threatened, asserted or commenced against Rugano by reason of the fact that he
is or was a director, officer, employee or other agent of the Company, or is or
was serving at the request of the Company as a director, officer, employee or
other agent of another corporation, partnership, joint venture, trust, or other
enterprise or employee benefit plan, provided that indemnification shall not be
provided in violation of applicable law. The indemnification to be provided to
Rugano shall include coverage of him under officer and director liability
insurance policies maintained by the Company.
ARTICLE III
COMPENSATION AND EXPENSES
(A) Contemporaneously with the execution of this Agreement, the Company
shall xxxxx Xxxxxx options to acquire 900,000 shares of the Company's common
stock at an exercise price per share equal to $.05. The options shall vest (and
shall become exercisable at the time they vest), subject to termination of this
Agreement, on a quarterly basis on the last day of each quarter. All options
shall expire on December 31, 2004. The following terms and conditions apply to
the options: (i) both the number of options and the exercise price are subject
to appropriate adjustments in the event of any stock split, stock dividend or
other change in capital structure affecting the Company's common stock, (ii) the
options and the shares of common stock issuable upon exercise of the options are
subject to restrictions on transfer, as required by applicable federal and state
securities laws; (iii) options which have not vested on or before the date of
termination of this Agreement shall terminate on such date, and (iv)
notwithstanding the expiration date, all vested options must be exercised within
one year after termination of this Agreement. Rugano acknowledges that by
serving as a Director, he shall be deemed an "affiliate" and/or a "control
person" for purposes of reporting and compliance under the rules and regulations
of the Securities and Exchange Commission.
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(B) Vesting of stock options may be accelerated in the discretion of the
Board of Directors or the Stockholders.
(C) Stock options in addition to those described above may be granted from
time to time in the discretion of the Board of Directors or the Stockholders.
(D) The Company shall pay to Rugano a fee of $2,500 per month for the term
of this Agreement for serving as a Director.
(E) If requested in writing by the Company, Rugano shall provide consulting
services to the Company at the rate of $1,000 per day.
(F) The Company shall reimburse Rugano on a monthly basis for all
reasonable and necessary expenses, upon presentation by Rugano of an itemized
account of such expenditures, or, at the discretion of the Company, the Company
may advance such expenses to Rugano.
ARTICLE IV
TERM AND TERMINATION
(A) The term of this Agreement shall commence on October 1, 1999 and shall
end September 30, 2001, or when terminated pursuant to this Article.
(B) This Agreement shall terminate immediately in the event that Rugano
ceases to be a Director of the Company for any reason whatsoever, voluntary or
involuntarily.
(C) Rugano may voluntarily terminate this Agreement at any time upon
written notice to the Company.
(D) The Company may terminate this Agreement by act of the Board of
Directors or by act of the Stockholders of the Company, in a manner consistent
with the Articles of Incorporation and the Bylaws of the Company, and the
Florida Business Corporation Act.
ARTICLE V
COUNTERPARTS AND FACSIMILE SIGNATURES
This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original, but all of which taken
together shall constitute one and the same instrument. Execution and delivery of
this Agreement by exchange of facsimile copies bearing the facsimile signature
of a party shall constitute a valid and binding execution and delivery of this
Agreement by such party. Such facsimile copies shall constitute enforceable
original documents.
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IN WITNESS WHEREOF, the parties have executed this Agreement and
affixed their hands and seal the day and year first above written.
/s/ Xxxxx Xxxxxx
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Xxxxx Xxxxxx
TELESERVICES INTERNET GROUP INC.
By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx, Chairman
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