DIRECTOR COMPENSATION AGREEMENT
Exhibit
10.1
THIS
DIRECTOR COMPENSATION AGREEMENT (this “Agreement”),
dated
as of January 31, 2007, is entered into by and between BTHC XI, Inc., a Delaware
corporation (together with its subsidiaries, the “Company”),
and
Xxxxxx Xxxxx (the “Director”).
W
I T N E S S E T H:
WHEREAS,
the Director desires to serve the Company as a director and the Company desires
to have Director serve as a director.
NOW
THEREFORE in consideration of the mutual benefits to be derived from this
Agreement, the Company and the Director hereby agree as follows:
1. Director.
Director has agreed to serve as a director of the Company and has been elected
as a director of the Company.
2. Compensation
and Benefits.
In
exchange for his agreeing to serve as a director, the Director shall be
compensated as follows:
(a) Standard
Director Compensation.
So long
as he serves as a director, the Director shall be entitled to receive standard
director fees as set by the Board of Directors which, at a minimum, shall
include an annual fee of $6500 for serving as a director, an annual fee of
$6500
for serving as a committee chair, a fee of $1000 per committee or board meeting
attended in person or via telephonic conference call (or consent in lieu of
a
meeting) and an activity fee of $1000 per day for services rendered by the
Director.
(b) Fringe
Benefits.
So long
as he serves as a director, the Director shall be entitled to participate in
the
Company’s health and dental insurance plans and an executive insurance program
under which Director shall be entitled to be reimbursed for up to $25,000 of
medical costs not covered by the Company’s health insurance per year; provided
if for any reason the Company is unable to obtain coverage for the Director
under its health and dental plans he shall be entitled to be reimbursed for
the
cost of obtaining equivalent coverage to the extent the cost of such
reimbursement does not exceed the amount it would cost the Company to cover
the
Director under its health and dental plans.
(c) No
Withholding.
In
serving as a director pursuant to this Agreement, the Director shall not be
an
employee of the Company. The Company shall report compensation paid hereunder
consistent with the foregoing and the Director shall
be
liable for all withholding, Social Security and other taxes associated
therewith.
3. Business
Expenses.
The
Company shall pay or reimburse the Director for all reasonable travel, business
and entertainment expenses incurred by or necessary for the Director to perform
his duties under this Agreement in accordance with such policies and procedures
as the Company may from time to time establish for senior officers and directors
and subject to the Company's normal requirements with respect to reporting
and
documentation of such expenses.
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4. Indemnification;
Director and Officer Liability Insurance.
The
Company will indemnify (and advance the costs of defense of) the Director (and
his legal representatives) to the fullest extent permitted by the laws of the
state in which the Company is incorporated, as in effect at the time of the
subject act or omission, or by the Certificate of Incorporation and Bylaws
of
the Company, as in effect at such time or on the date of this Agreement,
whichever affords greater protection to the Director, and both
during and after termination (for any reason) of the Director's employment,
the
Company shall cause the Director to be covered under a directors and officers'
liability insurance policy for his acts (or non-acts) as an officer or director
of the Company or any of its affiliates. Such policy shall be maintained by
the
Company, at its expense in an amount of at least $5 million and on terms
(including the time period of coverage after the Director's service terminates)
at least as favorable to the Director as policies covering the Company's other
members of its Board of Directors. In the event the Company breaches this
Section 4 and the Director resigns as a director as a result, benefits under
Section 2(b) shall continue notwithstanding such resignation.
5. Litigation
Expenses.
In the
event of any litigation or other proceeding between the Company and the Director
with respect to the subject matter of this Agreement and the enforcement of
the
rights hereunder and such litigation or proceeding results in final judgment
or
order in favor of the Director, which judgment or order is substantially
inconsistent with the positions asserted by the Company in such litigation
or
proceeding, the losing party shall reimburse the prevailing party for all of
his/its reasonable costs and expenses relating to such litigation or other
proceeding, including, without limitation, his/its reasonable attorneys' fees
and expenses.
6. Consolidation;
Merger; Sale of Assets; Change of Control.
Nothing
in this Agreement shall preclude the Company from combining, consolidating
or
merging with or into, transferring all or substantially all of its assets to,
or
entering into a partnership or joint venture with, another corporation or other
entity, or effecting any other kind of corporate combination provided that
the
corporation resulting from or surviving such combination, consolidation or
merger, or to which such assets are transferred, or such partnership or joint
venture expressly assumes in writing this Agreement and all obligations and
undertakings of the Company hereunder. Upon such a consolidation, merger,
transfer of assets or formation of such partnership or joint venture, this
Agreement shall inure to the benefit of, be assumed by, and be binding upon
such
resulting or surviving transferee corporation or such partnership or joint
venture, and the term “Company,” as used in this Agreement, shall mean such
corporation, partnership or joint venture or other entity, and this Agreement
shall continue in full force and effect and shall entitle the Director and
his
heirs, beneficiaries and representatives to exactly the same compensation,
benefits, perquisites, payments and other rights as would have been their
entitlement had such combination, consolidation, merger, transfer of assets
or
formation of such partnership or joint venture not occurred.
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7. Entire
Agreement; Amendment.
This
Agreement contains the entire agreement between the Company and the Director
with respect to the subject matter hereof. This Agreement may not be amended,
waived, changed, modified or discharged except by an instrument in writing
executed by or on behalf of the party against whom enforcement of any amendment,
waiver, change, modification or discharge is sought. No course of conduct or
dealing shall be construed to modify, amend or otherwise affect any of the
provisions hereof.
8. Notices.
All
notices, requests, demands and other communications hereunder shall be in
writing and shall be deemed to have been duly given if physically delivered,
delivered by express mail or other expedited service or upon receipt if mailed,
postage prepaid, via registered mail, return receipt requested, addressed as
follows:
| (a) To the Company: | (b) To the Director: |
|
BTHC
XI, Inc.
|
Xxxxxx
Xxxxx
|
|
c/o
Anchor Funding Services, LLC
0000
Xxxxxxxxxx Xxxxxxxxx Xxxxx
Xxxxxxxxx,
XX 00000
|
000
Xxxxxxx Xxxx Xxxxx, Xxx # 00X
Xxx
Xxxx, XX 00000
|
and/or
to
such other persons and addresses as any party shall have specified in writing
to
the other.
9. Assignability.
This
Agreement shall not be assignable by either party and shall be binding upon,
and
shall inure to the benefit of, the heirs, executors, administrators, legal
representatives, successors and assigns of the parties. In the event that all
or
substantially all of the business of the Company is sold or transferred, then
this Agreement shall be binding on the transferee of the business of the Company
whether or not this Agreement is expressly assigned to the
transferee.
10. Governing
Law.
This
Agreement shall be governed by and construed under the laws of the State of
Delaware without regard to conflict of laws principles.
11. Waiver
and Further Agreement.
Any
waiver of any breach of any terms or conditions of this Agreement shall not
operate as a waiver of any other breach of such terms or conditions or any
other
term or condition, nor shall any failure to enforce any provision hereof operate
as a waiver of such provision or of any other provision hereof. Each of the
parties hereto agrees to execute all such further instruments and documents
and
to take all such further action as the other party may reasonably require in
order to effectuate the terms and purposes of this Agreement.
12. Headings
of No Effect.
The
Section headings contained in this Agreement are for reference purposes only
and
shall not in any way affect the meaning or interpretation of this
Agreement.
(Remainder
of page intentionally left blank)
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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement effective
as of
the date first above written.
| COMPANY: | ||
|
BTHC
XI, INC.
|
||
| |
|
|
| By: | /s/ | |
|
Name: Xxxx Xxxxxxxxx |
||
| Title: President | ||
|
DIRECTOR:
|
||
| |
|
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| By: | /s/ Xxxxxx Xxxxx | |
|
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