Exhibit 10.1
[Zone 4 Play Inc LOGO]
DIRECTOR APPOINTMENT AGREEMENT
This Director Appointment Agreement, (the "AGREEMENT") dated as of January 15,
2006 by and between Zone 4 play, Inc a company incorporated under the laws of
the state of Nevada (the "COMPANY"), and Adiv Baruch residing at 0 Xxxxx Xxxxxx
Xx., Xxx Xxxx, Xxxxxx (The "DIRECTOR").
WHEREAS, the Company wishes to appoint Director, and Director agrees to be
appointed by the Company, as a member of the Board of Directors of the Company.
NOW, THEREFORE, in consideration of the mutual undertakings and premises herein
contained, the parties hereto hereby agree as follows:
1. THE APPOINTMENT
The Company hereby appoints Director, and Director hereby agrees to be appointed
by the Company, as a member of the Company's Board of Directors (the "BOARD").
In serving as a member of the Board, Director acknowledges and agrees that
during the term hereof acting as a member of the Board, Director shall be bound
by all applicable laws and regulations and the Company's Articles of
Incorporation, By-laws or other governing instruments or contractual commitments
of the Company which govern or control in any way Director's rights, powers,
duties or responsibilities as a member of the Board.
Director will exercise care and diligence in exercising Director's position as a
member of the Board and as a director of the Company. Director shall not take
any action which reasonably would or could result in a conflict with, or
prejudice to, the interests of the Company.
2. SCOPE OF SERVICES
Director shall use Director's best efforts during the term of Director's
appointment to the extent reasonably expected by his obligations, to the affairs
and business of the Company as shall be reasonably necessary in order for him to
perform his duties as a director, including participation in all Board meetings,
and if so required in committees of the Board. This is not a legal description
it was rather to set up our expectations shouldn't be in any way a mean of
exposure.
3. COMPENSATION
In consideration of the services provided to the Company by Director hereunder,
the company shall compensate Director as follows:
3.1 STOCK OPTION
3.1.1. Director shall be granted an option under the terms of the Company's
option plan to purchase 192,261 shares of common stock of the Company at
par value of $0.001 each, at an exercise price per share of US $1 (the
"OPTION"). Director's rights to exercise the Option shall vest in three
equal annual installments during a period of three years commencing on the
date of this agreement, whereby Director shall have the option to purchase
1/3 of the shares subject to the Option at the expiration of the first,
second and third year respectively from the date hereof, provided that this
Agreement is not earlier terminated. In the event of a termination of this
Agreement for Cause (as defined below) at any time, the Option, to the
extent not exercised shall terminate and be cancelled and non-exercisable.
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3.2 The Company shall issue directors and officers insurance policy in
accordance with the customary practices of the Company and the terms
customary in its industry and bear all costs related thereto.
3.3 Director acknowledges that Director is not an employee of the Company for
any purpose and shall not be entitled to participate in any retirement,
health or other benefits which are reserved to employees of the Company.
Director acknowledges that Director is responsible for payment of all taxes
associated with the fees and director stock options granted hereunder.
3.4 The Company shall reimburse Director for reasonable travel and other
expenses incurred by Director in connection with the performance of
Director's duties and responsibilities hereunder, provided that such
expenses are approved in advance by the Company and supported with
customary receipts and expense reports.
4. CONFIDENTIAL INFORMATION
4.1 In the course of being a member of the Board, Director may have access
to, and become familiar with, "Confidential Information" of the
Company (as hereinafter defined). Director shall at all times
hereinafter maintain in the strictest confidence all such Confidential
Information and shall not divulge any Confidential Information to any
person, firm or corporation without the prior written consent of the
Company. For purposes hereof, "Confidential Information" shall mean
all information in any and all medium which is confidential by its
nature, including, without limitation, data, technology, know-how,
inventions, discoveries, designs, processes, formulations, models,
and/or trade and business secrets relating to any line of business in
which the Company is involved. Confidential Information shall also
include the Company's marketing and business plans relating to
current, planned or nascent products.
4.2 Director shall not use any Confidential Information for, or in
connection with, the development, manufacture or use of any product or
for any other purpose whatsoever except as and to the extent provided
in this Agreement or in any other subsequent agreement between the
parties.
4.3 Notwithstanding the foregoing, Confidential Information shall not
include any information which Director can prove to the Company by
appropriate documentation is: (i) in, or enters the public domain
otherwise than by reason of a breach hereof by Director; (ii) known by
Director at the time of disclosure thereof by the Company; (iii)
independently developed by Director without recourse to Confidential
Information; or (iv) rightfully transmitted or disclosed to Director
by a third party which owes no obligation of confidentiality with
respect to such information.
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4.4 All Confidential Information made available to, or received by,
Director shall remain the property of the Company, and no license or
other rights in or to the Confidential Information is granted hereby.
The obligation of Director not to use any Confidential Information
disclosed pursuant to this Agreement except as provided in this
Agreement shall remain in effect indefinitely, and the Director shall
be prohibited from disclosing any such Confidential Information during
the term of this Agreement and thereafter.
4.5 All files, records, documents, drawings, specifications, equipment,
and similar items relating to the business of the Company, whether
prepared by Director or otherwise coming into his possession, and
whether classified as Confidential Information or not, shall remain
the exclusive property of the Company. Upon termination or expiration
of this Agreement, or upon request by the Company, Director shall
promptly turn over to the Company all such files, records, reports
analyses, documents, and other material of any kind concerning the
Company which Director obtained, received or prepared pursuant to this
Agreement.
5. NON-COMPETITION
Director understands, recognizes and agrees that, during the term of
this Agreement and for a period one (1) year from the date of
termination of his appointment hereunder, he shall not in any manner,
directly or indirectly, enter into or engage in any business
competitive with the Company's present business.
6. TERMS AND TERMINATION
6.1 Subject to the other provision of the Section 5, this Agreement shall
become effective on the date hereof and shall continue in full force
and effect until ........................ unless previously terminated
by either party upon the giving of thirty-day prior written notice to
the other party or by the Company pursuant to Section 6.2 hereof.
6.2 The provisions of Section 6.1 hereof to the contrary notwithstanding,
the Company shall have the right to terminate this Agreement following
the terms of the Company's Articles of incorporation, By-laws or other
governing instruments, with or without Cause, by giving Director
notice of termination. For purposes hereof "Cause" shall mean the good
faith determination by the Company's Board of Directors that Director
(a) has breached the specific performance duties assigned to Director
in this Agreement which Director has not diligently commenced to cure
and completed the cure of within ten days following specific written
notice of the breach; (b) has disclosed Confidential Information of or
relating to the Company or (c) has breached his fiduciary duties of
loyalty to the Company.
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7. MISCELLANEOUS
7.1 Any notice under this Agreement shall be in writing and shall be
deemed to have been duly given for all purposes (a) seven (7) days
mailing be prepaid registered mail; or (b) upon manual delivery, to
the respective addresses or faxes set forth above or to such other
address of which notice as aforesaid has actually been received.
7.2 Other than the term and conditions set forth in the Articles of
Incorporation, By-laws or other governing instruments of the Company,
this Agreement is the entire Agreement between the parties with
respect to the subject matter hereof, and supersedes all prior
understandings, agreements and discussions between them, written or
oral, with respect to such subject matter.
7.3 This Agreement shall not be modified or amended except by a written
instrument signed by the parties hereto. No Waiver or failure to act
with respect to any breach or default hereunder, subsequent breach or
default, whether of similar or different nature.
7.4 This Agreement may not be assigned without the written consent of the
other party.
7.5 This Agreement shall be governed by, and construed in accordance with,
the laws of the State of Israel
IN WITNESS WHEREOF, the undersigned have executed this Agreement
as of the date first written above.
By: /s/ Adiv Baruch
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