NGTV
9944 Santa Monica Boulevard
Beverly Hills, California 90212
Mr. Al
Cafaro
1515 Broadway, 36 th Floor
New York, New York 10036
On behalf of NGTV
(the “Company”), I am pleased to have you continue your
service on the Company’s Board of Directors. This letter (the
“Agreement”) sets forth the terms that the Company is
offering to you.
1.
APPOINTMENT TO THE BOARD OF DIRECTORS.
1.1 Title,
Term and Responsibilities . Subject to terms set forth herein
and the Company’s review and approval of the confidential
questionnaire you have been asked to complete, you will continue to
serve as a Director on the Company’s Board of Directors (the
“Board”), and you hereby accept such appointment on the
date you sign this Agreement (the “Effective Date”).
You will serve as a Director from the Effective Date until you
voluntarily resign, are removed from the Board or are not reelected
(the “Term”). Your rights, duties and obligations as a
Director shall be governed by the Company’s Articles of
Incorporation and By-Laws, each as amended from to time
(collectively, the “Governing Documents”), except that
where the Governing Documents conflict with this Agreement, this
Agreement shall control.
1.2 Mandatory
Board Meeting Attendance. As a Director, you agree to use all
reasonable efforts to attend each meeting of the Board and no fewer
than seventy-five percent (75%) of these meetings. You may attend
the Board meetings by telephone or teleconference.
1.3
Independent Contractor. Under this Agreement, your relationship
with the Company will be that of an independent contractor. You are
not an employee of the Company and are not eligible to participate
in the Company’s employee benefit and compensation
plans.
2.
COMPENSATION AND BENEFITS.
2.1
Retainer. The Company will pay you a retainer for each month
you serve on the Board (the “Retainer”) to be paid in
monthly installments of Four Thousand Dollars ($4,000), payable
subject to your attendance at the Board meetings as required by
paragraph 1.2 above. The Company’s obligation to pay the
Retainer will cease upon the termination of the Term. The Retainer
will compensate you for all services you provide to the Company as
a Director, including services that you render as a member of any
of the Board’s committees, including the Audit
Committee.
2.2
Options. Subject to the approval of the Board, the Company will
grant you an option to purchase six hundred thousand (600,000)
shares of the Company’s common stock from the Company’s
2000 Equity Incentive Plan. The options shall have an exercise
price equal to the fair market value of the shares as of the date
of the grant, as determined by the Board.
2.3 Business
Expense Reimbursement. The Company will reimburse you for all
reasonable travel, entertainment or other expenses incurred by you
in connection with your services hereunder, in accordance with the
Company’s expense reimbursement policy as in effect from time
to time.
2.4
Indemnification. You will receive indemnification as a Director
of the Company to the maximum extent extended to directors and
certain executives of the Company generally, as provided by the
Governing Documents.
2.5 Tax
Indemnification. You acknowledge that the Company will not be
responsible for the payment of any federal or state taxes that
might be assessed with respect to the Retainer and the options and
you agree to be responsible for all such taxes.
3.
PROPRIETARY INFORMATION OBLIGATIONS.
3.1
Proprietary Information. You agree that during the Term and
thereafter that you will take all steps reasonably necessary to
hold all information of the Company, which a reasonable person
would believe to be confidential or proprietary information, in
trust and confidence, and not disclose any such confidential or
proprietary information to any third party without first obtaining
the Company’s express written consent on a case-by-case
basis.
3.2 Third
Party Information. The Company has received and will in the
future receive from third parties confidential or proprietary
information (“Third Party Information”) subject to a
duty on the Company’s part to maintain the confidentiality of
such information and to use it on
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