BOARD SERVICE AGREEMENT
Exhibit 10.69
GT
Biopharma, Inc., (“GT” or the “Company”)
appoints, as of January 13, 2021, Xxxxxx Xxxxxxxxx
(“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. January 13, 2021
2.
Initial Board Position. Director shall serve as a member of the
board of directors of the Company. Director will also serve as a
member of the Audit 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 an annual stipend of $20,000.00 for Director
compensation, an additional $5,000 annually as a member of the
Audit Committee, due quarterly (first quarter payment will be
pro-rata reflecting the seven weeks remaining in the quarter after
the January 13th start date) and reimbursement of all reasonable
expenses for service of her 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 with the exception of
the first payment which will be on or before April 1,
2021.
b.
The Company will grant Director a stock awed 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 shall vest in three equal tranches with the first
tranche vesting January 13, 2021 upon joining the board, the second
tranche vesting on January 13, 2022 and the final tranche vesting
on January 13, 2023. In the event of a change of control
transaction, such stock award shall immediately accelerate and vest
and the Company shall pay the Director fair value of such shares in
cash 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 By-laws 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.
IN
WITNESS WHEREOF, the parties have executed this Agreement on the
date set forth above.
Signature:
/s/ Xxxxxxx
Xxxxxxx
Name:
Xxxxxxx Xxxxxxx, Chairman and Chief Executive Officer
Director:
Xxxxxx Xxxxxxxxx
Signature:
/s/ Xxxxxx
Xxxxxxxxx
