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DIRECTOR AGREEMENT
THIS AGREEMENT made as of July 11, 2008, by and
between Lightwave Logic, Inc., located at 2601 Annand Dr., Suite
#16, Wilmington, Delaware 19808, its predecessors, promoters,
successors and assigns (collectively the “ Company
”); and Thomas E. Zelibor (“ Director ”),
whose address is 99 Prospect Lane, Portsmouth, Rhode Island
02871.
WHEREAS , the Company and the Director
desire to enter into an agreement which will set forth the terms
and conditions upon which the Director shall serve as a director on
the Company’s Board of Directors.
NOW, THEREFORE , in consideration of the
mutual covenants hereinafter set forth, the parties have agreed,
and do hereby agree, as follows:
Section 1: Appointment.
The Company appoints the Director as a member of
the Company’s Board of Directors and the Director accepts
such appointment upon the terms and conditions set forth. The
Director shall serve as a member of the Company’s Board of
Directors until his successor is appointed or elected and shall
qualify. However, neither the Company, nor any other person, shall
be required to cause the continuation, election, or re-appointment
of the Director as a member of the Company’s Board of
Directors.
Section 2: Indemnification
The Director shall receive the full benefits,
protection, and rights of full and complete indemnification from
the Company in connection with his position with the Company as a
member of the Company’s Board of Directors to the fullest
extent permitted by law. Further, the Director shall be
named as an insured on the Company’s underwritten officer and
director liability insurance policy.
Section 3: Compensation.
Pursuant to the Company’s 2007 Employee Stock
Plan, the Director will receive an option to purchase up to one
hundred thousand (100,000) thousand shares of restricted common
stock of the Company at the strike price of $1.75 per share.
The options shall vest as follows: (i) Twenty Five Thousand
(25,000) options shall vest immediately; and (ii) the remaining
options shall vest in three (3) equal annual installments of Twenty
Five Thousand (25,000) options per year commencing on the 1st day
of each one year anniversary of execution of this Agreement.
All of the options shall expire on July 10, 2013.
Section 4: Duties/ Extent of Services.
The Director shall serve as a member of the Board
of Directors of the Company, and shall assume the duties that the
Chairman of the Board may assign. Subject to Section 6
contained herein, nothing in this Agreement shall be construed
to limit the Director's freedom to
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engage in other businesses. It is agreed,
however, that the Director will devote his best efforts to the
needs of the Company, and shall not allow his other business
activities to materially interfere with his duties to the
Company.
Section 5: Expenses.
Subject to prior approval of the Chairman of the
Board of Directors, the Director is authorized to incur
reasonable expenses on behalf of the Company in performing his
duties, including expenses for travel, transportation,
entertainment, and similar items, which expenses shall be paid by
the Company.
Section 6: Non-Disclosure and
Non-competition.
The Director shall execute the confidentiality and
non-disclosure agreement attached hereto as Appendix
A , which is incorporated into this Agreement.
Section 7: Waiver of Breach.
The waiver by either party of a breach of any
provision of this Agreement shall not operate or be construed as a
waiver of any subsequent breach.
Section 8: Entire Agreement
This Agreement contains the entire agreement of the
parties pertaining to the appointment of the Director to the
Company’s Board of Directors.
Section 9: Amendment of Agreement
No change or modification of this Agreement shall
be valid unless it is in writing and signed by the party against
whom the change or modification is sought to be enforced. No change
or modification by the Company shall be effective unless it is
approved by the Company’s Board of Directors and signed by an
officer specifically authorized to sign such documents.
Section 10: Severability of Provisions
If any provision of this Agreement or the
confidentiality and non-disclosure agreement is invalidated or held
unenforceable, the invalidity or unenforceability of that provision
or provisions shall not affect the validity or enforceability of
any other provision of this Agreement or the confidentiality and
non-disclosure agreement.
Section 11: Governing Law and Venue
All questions regarding the validity and
interpretation of this Agreement shall be governed by and construed
and enforced in all respects in accordance with the laws of the
State of Delaware. The sole and proper venue shall be New
Castle
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