PowerRaise Inc. Chairman of the Board of Directors Agreement
This
letter agreement (this "Agreement")
will
confirm our agreement with respect to your services to PowerRaise Inc. (the
"Company")
under
the terms and conditions that follow:
1.
Position,
Duties and Time Commitment.
(a)
As
Chairman of the Board of Directors (the "Board")
of the
Company, you are expected to devote no less than two days each week to the
performance of your duties, and to maintain loyalty to the Company and to not
take any action that would directly or indirectly promote any competitor or
impair the Company's interests. Subject to the foregoing, you may engage in
other business or charitable activities to the extent that they do not interfere
or create a conflict with your fiduciary obligations to the
Company.
(b)
Specifically, but not exclusively, your duties and responsibilities will include
the following: (i) to participate in all meetings of the Board and stockholders;
(ii) to serve on such committees of the Board as required by the Company; (iii)
to provide strategic guidance, advice and support to the senior management
of
the Company with respect to the management of the operations of the Company;
(iv)
to
assist in the
completion of a merger between the Company and an Israeli company; (v) to
establish the Company’s board of directors and assist in the nomination and
election of its remaining members; and (vi) to act in cooperation with
management to ensure the proper management of the Company, in compliance with
the securities laws of the United States, the rules and regulations of the
United Stated Securities and Exchange Commission and the rules of any stock
exchange where the securities of the Company are listed, from time to time,
or
any quotation service that makes a market in the securities of the
Company.
2.
Compensation.
For
all
services that you perform for the Company and its affiliates, as compensation
the Company will:
(a)
Upon
the execution of this Agreement, issue an option to you to purchase up to
100,000 shares of the Company’s common stock at an exercise price of $0.01 per
share at any time on or before the third anniversary of this
Agreement.
(b)
Upon
the execution of this Agreement, and thereafter on each of September 15, 2008
and October 15, 2008 if you shall hold the office of Chairman of the Board
on
such dates, issue an option to you to purchase up to 50,000 shares of the
Company’s common stock at an exercise price of $0.01 per share at any time on or
before the third anniversary of the date of issuance of such option, so that,
in
the aggregate pursuant to this Section 2(b), the Company shall issue options
to
you to purchase up to 150,000 shares of the Company’s common stock.
(c)
As
soon as the budget and resources of the Company permit, make a cash payment
to
you in the amount of $14,750.
(d)
On
November 15, 2008, and thereafter on the 15th
day of
each month for so long as you shall hold the office of Chairman of the Board,
make a cash payment to you in the amount of $5,000 and issue an option to you
to
purchase up to 15,000 shares of the Company’s common stock at an exercise price
of $0.30 at any time on or before the third anniversary of
issuance.
(e)
Reimburse you, upon presentation of receipts evidencing such expenses and for
so
long as you shall hold the office of Chairman of the Board, for the reasonable
cost of maintaining and running your automobile and your telephone.
3.
Term;
Termination; Effect of Termination.
(a)
Unless earlier terminated pursuant to this Paragraph 3, your position as
Chairman of the Board shall expire at the Annual Meeting of Stockholders of
the
Company held in 2009.
(b)
The
Board may remove you from your position as Chairman of the Board any time upon
an affirmative vote of the majority of the members of the Board. The
shareholders of the Company may vote to remove you at any time upon an
affirmative vote of the holders of a majority of the issued and outstanding
shares of the Company.
(c)
You
may resign from your position as Chairman of the Board at any time upon written
notice to the Company; however, we would hope that you provide us with
reasonable notice prior thereto.
(d)
In
the event your service as Chairman of the Board is terminated by the Board
pursuant to Section 3(b) above, you shall be entitled after such termination
to
six payments of the monthly compensation provided for by Section 2(d) above,
on
the 15th
day of
each of the six months immediately following the termination, and thereafter
the
Company shall have no further obligation to you. If you resign from the Board
pursuant to Section 3(c) above, then the Company shall have no further
obligation to you other than for compensation earned through the date of such
resignation. Notwithstanding anything in this Agreement to the contrary, any
options to purchase shares of the Company’s common stock granted to you pursuant
to Section 2 above that have vested prior to such termination or resignation
shall remain exercisable for a period of two years from such date.
(e)
The
terms and conditions of this Agreement shall be reviewed by the Board annually,
during the month of January, and may be revised with your consent.
4.
Indemnification.
(a)
During the term of your service and thereafter, the Company shall indemnify
you
to the full extent permitted by law and the by-laws of the Company for all
expenses, costs, liabilities and legal fees which you may incur in the discharge
of your duties hereunder.
(b)
Notwithstanding
the foregoing, you shall not be entitled to any indemnification with respect
to
any claim arising from the
discharge of your duties hereunder
if (i)
your acts were committed in bad faith or were the result of active and
deliberate dishonesty or other misconduct, fraud or knowing violation of law,
(ii) you gained any financial profit or other advantage to which you were not
legally entitled, (iii)
you
made profits from the purchase or sale of securities of the Company within
the
meaning of Section 16 of the Securities Exchange Act of 1934 or similar
provisions of any state, (iv) for the payment of distributions in violation
of
the Revised Statutes of the State of Nevada, or (v) indemnification by the
Company under this Agreement is not permitted by applicable law.
5.
No
Employment.
Execution
of this Agreement in no way creates, nor shall this Agreement be interpreted
as
creating, an employment, agency, partnership or joint venture between you and
the Company.
6.
No
Assignment.
Neither
you nor the Company may make any assignment of this Agreement or any interest
herein, by operation of law or otherwise, without the prior written consent
of
the other; provided, however, that the Company may assign its rights and
obligations under this Agreement without your consent to any person with whom
the Company shall hereafter affect a reorganization, consolidation or merger
or
to whom the Company transfers all or substantially all of its properties or
assets. This Agreement shall insure to the benefit of and be binding upon you
and the Company and each of your respective successors, executors,
administrators, heirs and permitted assigns.
7.
Waiver.
Except
as
otherwise expressly provided in this Agreement, no waiver of any provision
hereof shall be effective unless made in writing and signed by the waiving
party. The failure of either party to require performance of any term or
obligation of this Agreement, or the waiver by either party of any breach of
this Agreement, shall not prevent any subsequent enforcement of such term or
obligation or be deemed a waiver of any subsequent breach.
8.
Severability.
If
any
portion or provision of this Agreement shall to any extent be declared illegal
or unenforceable by a court of competent jurisdiction, then the remainder of
this Agreement, or the application of such portion or provision in circumstances
other than those as to which it is so declared illegal or unenforceable, shall
not be affected thereby, and each portion and provision of this Agreement shall
be valid and enforceable to the fullest extent permitted by law.
9.
Entire
Agreement.
This
Agreement sets forth the entire agreement and understanding between you and
the
Company and supersedes all prior communications, agreements and understandings,
written and oral, with respect to the terms and conditions of your position
as
Chairman of the Board. This Agreement may not be amended or modified, except
by
an agreement in writing signed by you and the Chief Executive Officer of the
Company or other specifically authorized representative of the
Company.
10.
Governing
Law.
This
Agreement shall be governed, construed and enforced in accordance with the
laws
of New York, without regard to the conflict of laws principles thereof. To
the
extent applicable, the federal laws of the United States and the corporate
laws
of the State of Nevada (or whatever state the Company is incorporated in and
subject to) shall govern your rights and duties as Chairman of the
Board.
11.
No
Conflicting Agreements.
You
hereby represent to the Company that neither your execution and delivery of
this
Agreement nor your acceptance of the position of Chairman of the Board nor
your
performance under this Agreement and the law will conflict with or result in
a
breach of any of the terms, conditions or provisions of any agreement to which
you are a party or are bound or any order, injunction, judgment or decrees
of
any court or governmental authority or any arbitration award applicable to
you.
12.
Compliance
with Agreement.
The
Company's obligations under this Agreement and its obligation to deliver stock
under the terms of the stock options granted pursuant to the terms of this
Agreement are conditioned on your compliance with the terms and conditions
of
this Agreement.
If
the
foregoing is acceptable to you, please sign the enclosed copy of this letter
in
the space provided below and return it to me, whereupon this letter and such
copy will constitute a binding agreement between you and the Company on the
basis set forth above as of the date first above written.
Sincerely
yours,
/s/
▇▇▇▇
▇▇▇▇▇
Name:
▇▇▇▇ ▇▇▇▇▇
Title:
Chief Executive Officer
Accepted
and Agreed: ▇▇▇▇
▇▇▇▇▇ Date:
August 19, 2008