Exhibit (10)(ii)
DIRECTOR COMPENSATION AGREEMENT
THIS AGREEMENT dated this _____ day of February, 2002, ("the
Agreement"), by and through LIFE INVESTMENT FUNDING ENTERPRISES, INC., ("the
Company") a Nevada corporation, with principal offices at 0000 Xxxx Xxxxxx,
Xxxxx 0000, Xxxxxxxx, Xxxxxxx 00000 and ______________________________ ("the
Director"), residing at
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1. AGREEMENT TO SERVE. The Director agrees to serve as a member of the
Board of Directors for a minimum term of one year upon his appointment or
election as a member of the Board of Directors of the Company. The Director
understands that the initial term of service is for one (1) year from the time
of appointment or election but that the Bylaws of the Company may subsequently
provide that the members of the Board of Directors of the Company serve in
staggered terms. If such occurs, the Director understands and agrees that he may
be elected to a term of service which has a duration as long as three years.
2. SERVICES. Upon his appointment or election as a member of the Board of
Directors of the Company, the Director agrees to faithfully fulfill his
responsibilities in such position and to serve on such committees of the Board
of Directors as may be created and deemed necessary, including, without
limitation, an Audit Committee. The Director acknowledges that his serve as a
member of the Board of Directors of the Company creates a fiduciary obligation
on his part owing to the holders of the Company's outstanding equity and debt
securities, including, without limitation, the Company's outstanding Common
Stock and Class A and Class B Convertible Preferred Stock. The Director agrees
to faithfully attend all regular and special meetings of the Board of Directors
and the shareholders of the Company as such are noticed and convened.
3. COMPENSATION. The Director shall be entitled to receive from the Company
compensation as a result of his service as a member of the Board of Directors of
the Company. Such compensation shall be constituted by the following:
(a) For each meeting attended, the Director shall be entitled to receive a
cash fee in the amount of $____________ plus reimbursement for his
reasonable travel expenses as such are expended in order to attend any
special or regular meeting of the Board of Directors or any
shareholders' meeting.
(b) For each 12 months of service as a member of the Board of Directors of
the Company, the Director shall be entitled to receive shares of
Common Stock of the Company having a value of Seventy-five Thousand
Dollars ($75,000.00) and such entitlement shall exist for each 12
month period of the first 24 month period of director service by the
Director. For purposes of determining the value of each share of
Common Stock at the conclusion of each 12 month period of service by
the Director, the higher of the book value per share of Common Stock
or the mean between the bid and the asked price of the Company's
Common Stock in any existing public market therefor shall be used.
(c) The Company and the Director acknowledge that the Company intends to
implement a Stock Option Plan for the benefit of the Company's Board
of Directors, which Plan will provide options to each director,
permitting each member of the Company's Board of Directors to purchase
the Common Stock of the Company at any time during the initial 24
month period of the Plan, which Common Stock shall be valued for
purposes of the option at a price which is 15% less than the mean
between the bid and the asked price of such Common Stock of the
Company, as is reflected in any public market therefor.
4. ACKNOWLEDGMENTS. The Director hereby acknowledges that the:
(a) Company's services are highly specialized;
(b) identity and particular needs of the Company's customers and
investors are not generally known;
(c) Company has a proprietary interest in its customers, investors
list and marketing methods and procedures and
(d) documents and other information pertaining to the Company's
sales, marketing and pricing methods and/or techniques as well
as information pertaining to the Company's customers and
investors including without limitation, identity, location,
service requirements are highly confidential proprietary
information and constitute trade secrets in which the Company
has a sole ownership interest.
5. TRADE SECRETS AND CONFIDENTIAL INFORMATION. During his service, the
Director may have access to, and become familiar with, various trade secrets
and/or proprietary information belonging to the Company, including without
limitation, the documents and information referred to in section 4 above. The
Director acknowledges that such trade secrets and proprietary information are
owned by and shall continue to be owned solely by the Company. During the term
of his service and for thirty-six (36) months after conclusion of such service,
the Director agrees not to use, communicate, reveal or otherwise divulge said
information to any person, partnership, corporation or other legal entity unless
such Director is compelled to due so by a court of proper jurisdiction.
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6. DOCUMENTS. Under no circumstance shall the Director remove from the
Company's premises any books, records, documents, or customer or investor lists,
or any copies of such documents, without the Company's prior written consent;
nor shall Director copy in any manner said books, records, documents, customer
or investor lists for use outside of the Company's office, except as
specifically authorized in writing by the Company.
7. RESTRICTIVE COVENANT. The Director agrees that:
(a) For a period of twenty four (24) months after the conclusion
of his service, the Director will not, directly or indirectly
solicit any person, company, firm or corporation who is ow was
a customer or investor of the Company during the period of
Director's service. Director agrees not to solicit such
customers on behalf of himself or any other person firm,
company or corporation..
(b) The Director agrees that for a period of _______ after the
conclusion of his service, Director will not accept employment
with, or act as a consultant, contractor, advisor, or in any
other capacity for, a competitor of the Company, or enter into
competition with the Company, either by himself or with an
entity owned or managed in whole or part by the Director,
within the states of _________________. The term "competitor"
as used in this Agreement, means any entity primarily engaged
in any business which the Company engaged in subsequent to the
date of this Agreement.
(c) The parties have attempted to limit the right to compete only
to the extent necessary to protect the Company from unfair
competition. The parties recognize, however, that reasonable
people may differ in making such a determination. Thus,
parties hereby agree that, if the scope or enforceability of
the restrictive covenant contained herein is in anyway
disputed at any time, a court or trier of fact may modify and
enforce the covenant to the extent that it believes the
covenant is reasonable under the circumstances.
8. REMEDIES. Director acknowledges that: (1) compliance with Paragraph 4
through 7 herein is necessary to protect the Company's business and goodwill;
(2) a breach of those paragraphs will irreparably and continually harm and/or
damage the Company; and (3) an award of monetary damages will not be adequate to
remedy such harm and/or damage.
9. WAIVER OF RIGHTS. If, in one or more instances, either party fails to
insist that the other party perform any of the terms of this Agreement, such
failure shall not be construed as a waiver by such party of any past, present or
future right granted under this Agreement, and the obligations of both parties
under this Agreement shall continue in full force and effect.
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10. INDEMNIFICATION. The Company shall indemnify the Director to the full
extent permitted by Nevada corporate law and other applicable law. It is
acknowledged that the United States Securities and Exchange Commission is of the
opinion that indemnification of a corporation's directors and officers under
certain circumstances and relating to matters arising under the Federal
securities laws may be contrary to public policy, as expressed in such Federal
securities laws. The Company and the Director acknowledge the position of the
United States Securities and Exchange Commission and will take appropriate
action if issues arise with respect to such matter.
11. NOTICES. All notices, requests, demands and other communications
provided for in this Agreement shall be in writing and shall be deemed to have
been given when mailed at any general or branch United States Post Office,
enclosed in a certified postage-paid envelope, return receipt requested, and
addressed to the address of the respective party stated below or to such address
as either party may have revised by notice:
To the Company: Life Investment Funding Enterprises, Inc.
Attention: J. Xxxxxxx Xxxxx, President
0000 Xxxx Xxxxxx, Xxxxx 0000
Xxxxxxxx, Xxxxxxx 00000
To the Director:
Any and all notices of change of address shall only be effective upon receipt.
12. APPLICABLE LAW. This Agreement shall be governed by the laws of the
State of Nevada without giving effect to principles of conflict of law.
13. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute and the same instrument.
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COMPANY:
LIFE INVESTMENT FUNDING
ENTERPRISES, INC.
By_________________________________
Its_______________________________
DIRECTOR:
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