AGREEMENT FOR VICE CHAIRMAN OF BOARD OF DIRECTORS
Exhibit
10.2
AGREEMENT
FOR VICE CHAIRMAN OF BOARD OF DIRECTORS
This
Agreement for Vice Chairman of the Board of Directors ( the “Agreement”)
is
entered into effective as of August 27, 2008 (“Effective
Date”)
by and
between Xxxxxxx X. Xxxxxx, an individual (“Director”),
and
Stratos Renewables Corporation, a Nevada corporation (the “Company”).
1. Term. This
Agreement shall continue for a period of two (2) years from the Effective Date
(the “Board
of Directors”),
provided that Director’s engagement is not earlier terminated under Section 4 of
this Agreement (the “Engagement
Term”).
2. Nature
of Duties.
(a) Position. The
Company engages Director to serve as Vice Chairman of the Board of Directors,
and Director hereby accepts that engagement upon the terms and subject to the
conditions of this Agreement. Director shall perform such duties as are set
forth in the Bylaws of the Company and as are customary to such position,
including those services described on Exhibit
A,
as well
as such other duties as the Company and Director may mutually agree from time
to
time (the “Services”).
Director shall report to the Board of Directors of the Company (the
“Board
of Directors”).
Director shall comply with the statutes, rules, regulations and orders of any
governmental authority, which are applicable to the performance of the Services,
as well as the Company's rules, regulations, written policies, and procedures
and approval practices as they may from time-to-time be adopted or modified
and
shall be subject to the Company’s applicable policies, procedures and approval
practices, as are generally in effect from time-to-time.
(b) Other
Activities/No Conflict. Director
agrees to use his best efforts to provide the Services and to devote the time
necessary to faithfully perform his duties. So long as any outside activities
do
not create a conflict, interfere or violate Director’s obligations under this
Agreement or Director’s fiduciary obligations to the shareholders, Director may
be employed by another company, may serve on other Boards of Directors or
Advisory Boards, and may engage in any other business activity. Director agrees
to notify the Board of Directors before engaging in any activity that creates
(
or appears to create) a potential conflict of interest with the Company.
Director shall not engage in any activity that is in direct competition with
the
Company, or serve in any capacity (including, but not limited to, as an
employee, consultant, advisor or director) in any company or entity that
competes directly with the Company, as reasonably determined by a majority
of
the Company’s disinterested board members, without the approval of the majority
of the Company’s disinterested board members. Director represents that, to the
best of his knowledge, Director has no outstanding agreement or obligation
that
is in conflict with any of the provisions of the Agreement, and Director agrees
to use his best efforts to avoid or minimize any such conflict and agrees not
to
enter into any agreement or obligation that could create such a conflict,
without the approval of the majority of the disinterested members of the Board
of Directors. If, at any time, Director is required to make any disclosure
or
take any action that may conflict with any of the provisions of this Agreement,
Director will promptly notify the Chairman of the Board of Directors and
President of such obligation, prior to making such disclosure or taking such
action.
3. Compensation
and Benefits.
(a) Director’s
Fee and Bonus.
In
consideration for the Director’s obligations under this Agreement, Company shall
pay Director a fee at the rate of $180,000 per year, which shall be paid
pro-rata on a monthly basis by wire transfer on the first business day of each
month of the term of this Agreement. Director is eligible for bonuses which
may
be awarded by Company, with the approval of the Compensation Committee of the
Board of Directors, in its sole discretion.
(b) Expenses.
Director
shall be entitled to reimbursement for all reasonable and customary business
expenses that Director incurs in connection with Director’s engagement, but
Director must incur and account for those expenses in accordance with the
written policies and procedures as established by the Company. The Company
shall
make reimbursement(s) within a reasonable time (not to exceed two weeks)
following Director’s submission of expense statements, vouchers, invoices,
receipts and such other supporting information as the Company may reasonably
require from Director.
(c) Indemnification.
Company
will indemnify and defend and hold harmless Director against any liability,
costs, or expenses (including legal fees and costs of independent legal counsel)
incurred in the performance of the Services to the fullest extent authorized
in
Company’s Certificate of Incorporation, as amended, bylaws, as amended, and
applicable law, except to the extent arising out of or based upon the gross
negligence or willful misconduct of Director. Company has purchased Director’s
and Officer’s liability insurance (D&O Policy), and Director shall be
entitled to the protection of any insurance policies, fees and expenses in
connection with any action, suit or proceeding to which he may be made a party
by reason of his affiliation with Company, its subsidiaries, or affiliates.
(d) Records.
Director
shall have reasonable access to the books and records of the Company (including
reasonable access to the Company’s independent auditors) , as necessary to
enable Director to fulfill his obligations as Vice Chairman of the Board of
Directors of the Company and comply with the requirements of governmental bodies
having or asserting jurisdiction over the Company and its business.
4. Termination.
In the
event that Director resigns from the Board of Directors during the term of
this
Agreement, dies, becomes permanently disabled or is removed as a director for
Cause (as defined below), this Agreement will terminate, and except as provided
herein, the Company shall pay to Director all compensation and benefits to
which
Director is entitled up through the date of termination, and thereafter, all
of
the Company's obligations under this Agreement shall cease, except as provided
in Sections 3(b), 3(c) and 5. “Cause” shall include, but not be limited to
Director’s: (a) gross negligence and/or willful misconduct with respect to
Company and its successors; (b) commission of a felony; (c) acts or omission
which constitute theft, fraud or dishonesty; (d) having been repeatedly or
habitually intoxicated or under the influence of drugs while on the premises
of
the Company or while performing any of his duties or obligations; or (e) failure
reasonably to provide the Services.
5. Termination
Obligations.
(a) Director
agrees that all property, including, without limitation, all equipment, tangible
proprietary information, documents, records, notes, contracts, and
computer-generated materials provided to or prepared by Director incident to
his
Services belong to Company and shall be promptly returned at the request of
Company.
(b) Upon
termination of this Agreement, Director shall be deemed to have resigned from
all offices then held with Company by virtue of his position as Vice Chairman,
except that Director shall continue to serve as a director if elected as a
director by the shareholders of Company as provided in Company's Certificate
of
Incorporation, as amended, Company's bylaws, as amended, and applicable law.
Director agrees that following any termination of this Agreement, he shall
cooperate with Company in the winding up or transferring to other directors
of
any pending work and shall also cooperate with Company (to the extent allowed
by
law, and at Company's expense) in the defense of any action brought by any
third
party against Company that relates to the Services.
(c) The
Company and Director agree that their obligations under this Section, as well
as
Sections 3(b), 3(c), 5 and 7(b) shall survive the termination of this
Agreement.
6. Nondisclosure
Obligations.
Director
shall maintain in confidence and shall not, directly or indirectly, disclose
or
use, either during or after the term of this Agreement, any Proprietary
Information (as defined below), confidential information, or trade secrets
belonging to Company, whether or not it is in written or permanent form, except
to the extent necessary to perform the Services, as required by a lawful
government order or subpoena, or as authorized in writing by Company. These
nondisclosure obligations also apply to Proprietary Information belonging to
customers and suppliers of Company, and other third parties, learned by Director
as a result of performing the Services. "Proprietary Information" means all
information pertaining in any manner to the business of Company, unless (i)
the
information is or becomes publicly known through lawful means; (ii) the
information was part of Director's general knowledge prior to his relationship
with Company; or (iii) the information is disclosed to Director without
restriction by a third party who rightfully possesses the information and did
not learn of it from Company.
7. General
Provisions.
(a) Notices.
Any
notices or other communications required or permitted to be given under this
Agreement must be in writing and addressed to Company or Director at the
addresses below, or at such other address as either Party may from time to
time
designate in writing. Any notice or communication that is addressed as provided
in this Section will be deemed given (a) upon delivery, if delivered personally
or via certified mail, postage prepaid, return receipt requested; or (b) on
the
first business day of the receiving Party after the transmission if by facsimile
or after the timely delivery to the courier, if delivered by overnight courier.
Other methods of delivery will be acceptable only upon proof of receipt by
the
Party to whom notice is delivered.
To
Company:
Stratos
Renewables Corporation
0000
Xxxxx Xxxxxx Xxxx., Xxxxx 000
Xxxxxxx
Xxxxx, XX 00000
Fax
No.:
000-000-0000
Attention:
Secretary
To
Director:
Xxxxxxx
X. Xxxxxx
0000
Xxxxx Xxxxxxx Xxxxx,
Xxxx
Xxxx
Xxxxx, Xxxxxxx 00000
(b) Dispute
Resolution.
(i) Arbitration.
The
Parties agree that any dispute, claim or controversy concerning the Director’s
engagement or the termination of that engagement hereunder or any dispute,
claim
or controversy arising out of or relating to any interpretation, construction,
performance or breach of this Agreement, shall be settled by arbitration to
be
held in Los Angeles, California. The parties may use the AAA or any other
alternate dispute resolution entity agreed upon for this purpose. The decision
of the arbitrator shall be final, conclusive and binding on the parties to
the
arbitration. Judgment may be entered on the arbitrator’s decision in any court
having jurisdiction. To the extent permitted by law, the parties will share
equally in the costs of arbitration. Each party shall bear its or his own
attorneys’ fees and costs incurred in connection with the arbitration, except
that the prevailing party shall be entitled to recover all costs and expenses
incurred, including reasonable attorney’s fees, related costs, and any advanced
arbitration expenses.
(ii) Jurisdiction
and Venue.
The
parties agree that any suit, action, or proceeding between Director (and his
attorneys, successors, and assigns) and Company (and its affiliates,
shareholders, directors, officers, employees, members, agents, successors,
attorneys, and assigns) relating to the Services or the termination of those
Services shall be brought in either the United States District Court for the
Central District of California or in a California state court in the County
of
Los Angeles and that the parties shall submit to the jurisdiction of such court.
The parties irrevocably waive, to the fullest extent permitted by law, any
objection the party may have to the jurisdiction and venue for any such suit,
action or proceeding brought in such court. If any one or more provisions of
this Section shall for any reason be held invalid or unenforceable, it is the
specific intent of the parties that such provisions shall be modified to the
minimum extent necessary to make it or its application valid and
enforceable.
(iii) Attorneys’
Fees.
Except
to the extent otherwise provided in Section 8, if any legal action, arbitration
or other proceeding is brought for the enforcement of this Agreement, or because
of any alleged dispute, breach, default or misrepresentation in connection
with
this Agreement, the successful or prevailing party shall be entitled to recover
reasonable attorneys’ fees and other costs it incurred in that action or
proceeding, in addition to any other relief to which it may be entitled.
(c) Entire
Agreement; Modification and Waiver.
This
Agreement supersedes any and all other agreements, wither oral or in writing,
between the Parties with respect to the subject of this Agreement and contains
all covenants and agreements between the Parties relating to such engagement
in
any manner whatsoever. Each
Party to this Agreement acknowledges that no representations, inducements,
promises, or agreements, oral or written, have been made by any Party, or anyone
acting on behalf of any Party, that are not embodied herein, and that no other
agreement, statement, or promise not contained in this Agreement will be valid
or binding. Any modification of this Agreement will be effective only if it
is
in writing signed by the Party to be charged. No waiver of any of the provisions
of this Agreement will be deemed, or will constitute, a waiver of any other
provision, whether or not similar, nor will any waiver constitute a continuing
waiver. No waiver will be binding unless executed in writing by the Party making
the waiver.
(d) Assignment.
This
Agreement may not be assigned in whole or in part by Director without the prior
written consent of Company. Company may assign its rights under this Agreement
without the consent of Director in the event Company shall hereafter effect
a
reorganization, consolidation, merger or sale of the Company, or transfer all
or
substantially all of Company’s properties or assets. Subject to the foregoing
limitation, this Agreement will be binding on, and will inure to the benefit
of,
the Parties and their respective heirs, legatees, executors, administrators,
legal representatives, successors and assigns.
(e) Severability.
All
sections, clauses and covenants contained in this Agreement are severable,
and
in the event any of them shall be held to be invalid by any court, this
Agreement shall be interpreted as if such invalid sections, clauses or covenants
were not contained herein. The invalidity or unenforceability of any provision
of this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement, which shall remain in full force and
effect.
(f) Taxes.
Company
shall withhold taxes from payments makes pursuant to this Agreement as it
determines to be required by applicable law.
(g) Governing
Law.
This
Agreement shall be governed by and construed in accordance with the laws of
the
State of Nevada.
(h) Headings
and Captions.
Headings
and captions are included for purposes of convenience only and are not a part
of
the Agreement.
(i) Representation
by Counsel; Interpretation.
Company
and Director acknowledge that each Party to this Agreement has had the
opportunity to be represented by counsel in connection with this Agreement
and
the matters contemplated by this Agreement. Director further acknowledges
Director has read and understands the Agreement, that Director is fully aware
of
its legal effect, and that Director has entered into it freely based on his
own
judgment and not on any representations or promises other than those contained
in this Agreement. Accordingly, any rule of law or decision which would require
interpretation of any claimed ambiguities in this Agreement against the Party
that drafted it has no application and is expressly waived. In addition, the
term “including” and its variations are always used in the non-restrictive sense
(as if followed by a phrase such as “but not limited to”). The provisions of
this Agreement will be interpreted in a reasonable manner to affect the intent
of the Parties.
(j) Binding
Agreement.
Each
party represents and warrants to the other that the person(s) signing this
Agreement below has authority to bind the party to this Agreement and that
this
Agreement will legally bind both Company and Director. This Agreement will
be
binding upon and benefit the parties and their heirs, administrators, executors,
successors and permitted assigns. To the extent that the practices, policies,
or
procedures of Company, now or in the future, are inconsistent with the terms
of
this Agreement, the provisions of this Agreement shall control. Any subsequent
change in Director's duties or compensation as Vice Chairman will not affect
the
validity or scope of the remainder of this Agreement.
(k) Counterparts.
This
Agreement may be executed simultaneously in one or more counterparts, each
of
which will be deemed an original, but all of which together will constitute
one
instrument. This Agreement may be executed and delivered by facsimile and/or
PDF
signature which will be valid and binding.
IN
WITNESS WHEREOF, the parties have duly executed this Agreement as of the date
first written above.
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COMPANY:
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STRATOS
RENEWABLES CORPORATION
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By:
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/s/
Xxxxxxx X. Xxxxxxxxx
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Name: Xxxxxxx
X. Xxxxxxxxx
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Title:
Corporate Secretary
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DIRECTOR:
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/s/
Xxxxxxx X.Xxxxxx
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Xxxxxxx
X.Xxxxxx, an individual residing in Florida
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EXHIBIT
A
DESCRIPTION
OF SERVICES
Responsibilities
as Director. Director shall have all responsibilities of a Director of the
Company imposed by Nevada or applicable law, the Certificate of Incorporation,
as amended, and Bylaws, as amended, of Company. These responsibilities shall
include, but shall not be limited to, the following:
1.
Attendance.
Attend
scheduled meetings of Company's Board of Directors;
2.
Act
as
a Fiduciary.
Represent the shareholders and the interests of Company as a fiduciary;
and
3.
Participation.
Participate as a full voting member of Company's Board of Directors in setting
overall objectives, approving plans and programs of operation, formulating
general policies, offering advice and counsel, serving on Board Committees,
and
reviewing management performance.
