EXHIBIT 10.17
DIRECTOR AGREEMENT
THIS AGREEMENT is entered into effective this 3rd day of January, 2005, by
and between Navidec Financial Services, Inc., a Colorado corporation (the
"Company"), and J. Xxxxx Xxxxxx, an individual residing in the State of Colorado
("Xxxxxx" or "Director").
WHEREAS, on September 21, 2004, the Company appointed Director as an
outside member of its Board of Directors; and
WHEREAS, Xxxxxx desires to continue to serve as a Director until December
31, 2006, or until his earlier resignation or removal; and
WHEREAS, the Director and Company wish to memorialize past agreements made
and authorized by the Company's Board of Directors concerning compensation due
to Director for services rendered since September 21, 2004, and to reconfirm
other terms and conditions as provided herein pursuant to this Agreement.
NOW THEREFORE, in consideration of the foregoing, of the mutual promises
between the parties as contained herein, and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto, intending to be legally bound, hereby agree as follows:
1. TERM. The Director shall serve as an outside member of the Board of
Directors of Navidec Financial Services, Inc. for a period from the date
first written above until December 31, 2006, or until his earlier
resignation or removal.
2. DUTIES. The Director shall have the customary duties of a director of a
public company. The Director is expected to attend a majority of four
quarterly meetings and to serve on a minimum of one formal committee and to
provide the benefit of his expertise and knowledge in the guidance of the
Company's overall policies and priorities.
3. COMPENSATION. The Director will be compensated by the Company as follows:
A. Board Meeting Attendance Fees. Director shall receive an attendance
fee of $1,000.00 for each board meeting attended in person and $500.00
for each board meeting attended by telephone. Attendance fees are
payable, at the option of the Company, in cash or equivalent
restricted common shares of the Company. If paid in the form of stock,
the value of the shares shall be the average market price of the stock
over a ten-day period prior to date of issue.
B. Committee Participation and Compensation. Subject to his availability,
the Director shall participate in board-appointed committees as may be
requested in his position as a member of the Board of Directors of the
Company. For committee participation, Director shall receive
compensation as outlined on Exhibit A of this Agreement. Any
extraordinary services provided by Director shall be compensated by
supplemental agreement as approved by the Compensation Committee of
the Company.
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C. Stock Options. The Board of Directors of the Company have authorized
the issuance of an option to purchase one hundred thousand (100,000)
shares of the Company's common stock having an exercise price of the
greater of $.28 per share or the fair market value on the date of the
grant as determined by the Company with a five year term to Xxxxxx for
services rendered to the Company as a member of the Company's Board of
Directors in 2005.
D. Other Compensation. Any other form of compensation is subject to
review and written approval of the Company's Compensation Committee.
4. ASSIGNABILITY. All compensation authorized by this Agreement shall be
assignable by the Director to any third party at his option, whereupon such
compensation due from the Company shall be payable to the Director's
assignee.
5. EXPENSES. Directors shall be reimbursed by the Company for all pre-approved
expenses incurred in the performance of his duties hereunder, provided such
expenses are properly documented and submitted in a timely manner.
6. BENEFITS. The Director shall not be eligible to participate in the
Company's health and welfare benefit programs unless authorized by the
Compensation Committee.
7. INDEMNIFICATION. The Company shall provide for the indemnification of
directors for any and all claims made against them as a result of their
position as directors of the Company. The Company agrees to maintain
reasonable "D&O" liability insurance for this purpose.
8. APPLICABLE LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Colorado.
9. PARTIAL INVALIDITY. If any term, covenant or condition contained herein, or
the application thereof to any extent shall be deemed invalid or
unenforceable, the remainder of this Agreement shall not be affected
thereby and each term, covenant or condition contained herein shall be
valid and enforceable to the fullest extent permitted by law.
10. WAIVER. No waiver of any term, provision or condition of this Agreement
whether by conduct or otherwise, in any one or more instances, shall be
deemed to be construed as a further continued waiver of such term,
provision or condition or as a waiver of any other term, provision or
condition in this Agreement.
11. ENTIRE CONTRACT. This Agreement constitutes the entire understanding and
agreement between the Company and the Director with regard to all matters
herein. There are no other agreements, conditions or representations, oral
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or written, express or implied with regard thereto. This Agreement may be
amended only in writing, signed by both parties.
12. BINDING EFFECT. The provisions of this Agreement shall be binding upon the
parties hereto and inure to the benefit of both parties and their
respective successors and assigns.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have executed this Director
Agreement as of the day and year first written above.
J. XXXXX XXXXXX NAVIDEC FINANCIAL SERVICES, INC.,
a Colorado corporation
By: /s/ J. Xxxxx Xxxxxx By: /s/ Xxxxxx X. Xxxxxxx
------------------------------- -------------------------------
J. Xxxxx Xxxxxx Xxxxxx X. Xxxxxxx
President
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EXHIBIT A
For committee participation, Director shall receive compensation,
applicable as follows:
Compensation Committee:
-----------------------
Chair Member
----- ------
Annual Non-Qualified Stock Options: 5,000 2,500
Meeting Attendance Fees (in person): $500.00 $500.00
Meeting Attendance Fees (by phone): $250.00 $250.00
Audit Committee:
----------------
Chair Member
----- ------
Annual Non-Qualified Stock Options: 10,000 5,000
Meeting Attendance Fees (in person): $1,000.00 $500.00
Meeting Attendance Fees (by phone): $500.00 $250.00
Navidec Board Service:
----------------------
Chair Member
----- ------
Meeting Attendance Fees (in person): n/a $1,000.00
Meeting Attendance Fees (by phone): n/a $500.00
Annual Non-Qualified Stock Options: n/a 10,000
All options granted hereunder will vest immediately or in correlation to
the incentive options held by management of Navidec Financial Services, Inc.
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