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8-K - SignPath Pharma, Inc. | v190697_8k.htm |
EXHIBIT
10.1
SIGNPATH
PHARMA INC.
1375
California Road
Quakertown,
PA 18951
(215)
538-9996
July 12,
2010
Jack
Levine
16855 NE
2nd
Avenue
North
Miami Beach, FL 33162
Re: Director Offer
Letter
Dear Mr.
Jack Levine:
SignPath
Pharma Inc., a Delaware corporation (the “Company”), is pleased to offer you an
independent director position on its Board of Directors (the
“Board”). We are all very impressed with your credentials and we look
forward to your future success in this role.
Should
you choose to accept this position as a member of the Board, this letter
(“Agreement”) shall constitute an agreement between you and the Company and
contains all the terms and conditions relating to the services you are to
provide.
1. Term. This agreement
shall be for the ensuing year, effective as of the date of this
Agreement. Your term as director shall continue subject to the
provisions in Section 8 below or until your successor is duly elected and
qualified. The position shall be up for re-election each year at the
annual shareholder’s meeting and upon re-election, the terms and provisions of
this Agreement shall remain in full force and effect.
2. Services. You shall render
services as a member of the Board, as well as a member of any or all of the
Board’s audit committee, compensation committee and/or nominating committee when
they are formed (hereinafter your “Duties”). During the term of this Agreement,
you shall attend and participate in such number of meetings of the Board and of
the committee(s) of which you are a member as regularly or specially called. You
may attend and participate at each such meeting, via teleconference, video
conference or in person. You shall consult with the other members of the Board
and committee(s) regularly and as necessary via telephone, electronic mail or
other forms of correspondence.
3. Services
for Others. You shall be free
to represent or perform services for other persons during the term of this
Agreement. However, you agree that you do not presently perform and
do not intend to perform, during the term of this Agreement, similar Duties,
consulting or other services for companies whose businesses are or would be, in
any way (directly or indirectly, competitive with the Company (except for
companies previously disclosed by you to the Company in
writing). Should you propose to perform similar Duties, consulting or
other services for any such company, you agree to notify the Company in writing
in advance (specifying the name of the organization for whom you propose to
perform such services) and to provide information to the Company sufficient to
allow it to determine if the performance of such services would conflict with
areas of interest to the Company.
4. Compensation
to Independent Directors. You shall receive
no cash compensation for your services prior to the Company’s receipt of any
significant revenues from operations. You shall be reimbursed for
reasonable expenses incurred by you in connection with the performance of your
Duties (including travel expenses for in-person meetings). Your sole
compensation as an independent director shall be a grant on the date of your
acceptance of this Agreement of a non-qualified stock option to purchase [100,000] shares of Common
Stock of the Company at $0.85 per share under the Company’s 2009 Employee Stock
Incentive Plan (the “2009 Plan”). This option shall vest in three
equal installments on each of the first three anniversary dates of the date of
grant and shall be exercisable for ten (10) years from the date of
grant.
5. D&O
Insurance Policy.
During the term under this Agreement, the Company shall include you as an
insured under any officers and directors insurance policy, which the Company
intends to obtain when it has the funds.
6. No
Assignment. Because of the
personal nature of the services to be rendered by you, this agreement may not be
assigned by you without the prior written consent of the Company.
7.
Confidential
Information; Non-Disclosure. In consideration
of your access to the premises of the Company and/or you access to certain
Confidential Information of the Company, in connection with your business
relationship with the Company, you hereby represent and agree as
follows:
a. Definition. For purposes of
this agreement the term “Confidential Information” means:
i. Any
information which the Company possesses that has been created, discovered or
developed by or for the Company, and which has or could have commercial value or
utility in the business in which the Company is engaged; or
ii. Any
information which is related to the business of the Company and is generally not
known by non-Company personnel.
iii. By
way of illustration, but not limitation, Confidential Information includes trade
secrets and any information concerning products, processes, formulas, designs,
inventions (whether or not patentable or registrable under copyright or similar
laws, and whether or not reduced to practice), discoveries, concepts, ideas,
improvements, techniques, methods, research, development and test results,
specifications, data, know-how, software, formats, marketing plans, and
analyses, business plans and analyses, strategies, forecasts, customer and
supplier identities, characteristics and agreements.
b. Exclusions. Notwithstanding
the foregoing, the term Confidential Information shall not include:
i. Any
information which becomes generally available to the public other than as a
result of a breach of the confidentiality portions of this agreement, or any
other agreement requiring confidentiality between the Company and
you;
ii. Information received from a third party in rightful possession of such information who is not restricted from disclosing such information; and
iii. Information
known by you prior to receipt of such information from the Company, which prior
knowledge can be documented.
c. Documents. You agree that, without the
express written consent of the Company, you will not remove from the Company's
premises, any notes, formulas, programs, data, records, machines or any other
documents or items which in any manner contain or constitute Confidential
Information, nor will you make reproductions or copies of same. In
the event you receive any such documents or items by personal delivery from any
duly designated or authorized personnel of the Company, you shall be deemed to
have received the express written consent of the Company. In the
event that you receive any such documents or items, other than through personal
delivery as described in the preceding sentence, you agree to inform the Company
promptly of your possession of such documents or items. You shall
promptly return any such documents or items, along with any reproductions or
copies to the Company upon the Company's demand, upon termination of this
Agreement, or upon your termination or Resignation, as defined in Section 8
herein.
d. No
Disclosure. You agree that
you will hold in trust and confidence all Confidential Information and will not
disclose to others, directly or indirectly, any Confidential Information or
anything relating to such information without the prior written consent of the
Company, except as maybe necessary in the course of your business relationship
with the Company. You further agree that you will not use any
Confidential Information without the prior written consent of the Company,
except as may be necessary in the course of your business relationship with the
Company, and that the provisions of this paragraph (d) shall survive termination
of this Agreement.
8. Termination
and Resignation. Your membership
on the Company’s Board may be terminated for any or no reason at a meeting
called for the purpose of the election of directors by a vote of the
stockholders holding at least a majority of the shares of the Company’s issued
and outstanding shares entitled to vote. Your membership on a Board committee
may be terminated for any or no reason at any meeting of the Board by or by
written consent of, a majority of the Board at any time. You may also terminate
your membership on the Board or on a committee for any or no reason by
delivering your written notice of resignation to the Company (“Resignation”),
and such Resignation shall be effective upon the time specified therein or, if
no time is specified, upon receipt of the notice of resignation by the Company.
Upon the effective date of the termination or Resignation, your right to
compensation hereunder will terminate subject to the Company's obligations to
pay you any cash compensation (or equivalent value in Company common stock or
option shares) that you have already earned and to reimburse you for approved
expenses already incurred in connection with your performance of your Duties as
of the effective date of such termination or Resignation.
9. Governing
Law. All questions
with respect to the construction and/or enforcement of this agreement, and the
rights and obligations of the parties hereunder, shall be determined in
accordance with the law of the State of Delaware.
10.
Entire
Agreement; Amendment; Waiver; Counterparts. This agreement
expresses the entire understanding with respect to the subject matter hereof and
supersedes and terminates any prior oral or written agreements with respect to
the subject matter hereof. Any term of this agreement may be amended
and observance of any term of this agreement may be waived only with the written
consent of the parties hereto. Waiver of any term or condition of
this agreement by any party shall not be construed as a waiver of any subsequent
breach or failure of the same term or condition or waiver of any other term or
condition of this agreement. The failure of any party at any time to
require performance by any other party of any provision of this agreement shall
not affect the right of any such party to require future performance of such
provision or any other provision of agreement. This agreement may be
executed in separate counterparts each of which will be an original and all of
which taken together will constitute one and the same agreement, and may be
executed using facsimiles of signatures, and a facsimile of a signature shall be
deemed to be the same, and equally enforceable, as an original of such
signature.
The
Agreement has been executed and delivered by the undersigned and is made
effective as of the date set first set forth above.
Sincerely,
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SIGNPATH
PHARMA INC.
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By:
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/s/
Lawrence
Helson
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Dr.
Lawrence Helson
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Chief
Executive Officer
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AGREED
AND ACCEPTED:
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/s/
Jack
Levine
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Jack
Levine
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