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Director And Legal Services Agreement

Engagement Agreement

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Governing Law: Texas     Date: 10/18/2012

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This DIRECTOR AND LEGAL SERVICES AGREEMENT (“Agreement") is dated as of April 20, 2011, between IMMUDYNE, INC., a Delaware corporation (the "Company"), and John R. Strawn ("Director"). The Company and the Director are hereinafter sometimes referred to collectively as the "Parties" and individually as a "Party."




WHEREAS, the Company desires to engage, and the Director agrees to provide services to the Company, and


WHEREAS, the parties hereto desire to set forth the terms of Director’s engagement with the Company;


NOW, THEREFORE, for and in consideration of the mutual promises, covenants and obligations contained, the Company and Director hereby agree as follows:



Engagement and Location . The Company hereby appoints Director, and Director hereby accepts engagement by the Company, on the terms and conditions hereinafter set forth. Given the Director's personal circumstances, and circumstances at the Company, Director shall not be required to relocate.



Director's Duties . Director will serve as a Director of the Company. Director's duties shall include those which are designated or assigned to him from time to time by the Board of Directors of the Company or the By-laws of the Company, provided those duties are of the type customarily discharged by a person holding the same or similar offices in a company of similar size and operations as the Company. In addition, Director shall provide general legal services to the Company.



Term of Engagement . Subject to the provisions for termination hereof; the original term of this Agreement shall commence as of the date hereof and shall continue for a term of two (2) years. Subsections 6(f) through 6(j) and Sections 7 through 20 of this Agreement shall survive termination hereof for any reason whatsoever.



Compensation. For all services rendered by Director hereunder on behalf of the Company, and the covenants and agreements of Director set forth herein (including without limitation the covenant not to compete set forth in Section 8 hereof), the Company agrees to pay to Director, and Director agrees to accept, the following compensation:






an annual retainer to be negotiated and agreed upon when the Company has the financial wherewithal to pay such a retainer; and



an annual incentive bonus award amounting to three percent (3%) of the Pre-Tax Earnings of the Company, payable within 90 days after the end of each semi-annual fiscal year ended after the effective date of this Agreement. "Pre- Tax Earnings" shall mean earnings of the Company determined prior to payment or deduction of federal or state income taxes, determined in accordance with generally accepted accounting principles, consistently applied; and



a ten year, fully vested option for 1,000,000 shares of Common Stock of the Company, such shares purchasable or exercisable on a cashless basis at an exercise price of $0.20(twenty cents) per share; and



a ten year fully vested option for another 500,000 shares of Common Stock of the Company, such shares purchasable or exercisable on a cashless basis at an exercise price of $0.40 (forty cents) per share; and



Should the fiscal year revenues of the Company reach $5,000,000, a ten year fully vested option for an additional 500,000 shares of Common Stock of the Company, such shares purchasable or exercisable on a cashless basis at an exercise price of $0.40 (forty cents) per share; and



If the Company is prevented from issuing any of options or the stock due to pending litigation, or for any other reason, then the expiration date(s) will commence (or recommence, if applicable) when the Company’s options or the stock relating thereto are no longer subject to current litigation, or any other contingency prohibiting the Company from issuing said options or stock. Additionally, if the Company should merge into or be acquired by another company, any options or stock not granted up to the date of merger or acquisition will be granted to and will be immediately exercisable by Director on the business day immediately preceding the merger or acquisition at $0.40 (forty cents) per share, or the preceding average 30 day market price of the Company's stock prior to the announcement of such merger or acquisition, whichever price is lower. If the effective day for establishing the exercise price for the options is a non-working day, the working day preceding such date shall be the effective date. All shares resulting from the exercise of options shall have the same rights as all other shares of the Company's capital stock. Further, if the Company should split its stock prior to the granting or exercise of said options, then the options shall be split in a similar manner and the exercise price shall be adjusted to prevent any dilution or increase in Director’s interest in the Company's stock once the options are granted or exercised. Lastly, Director or his Estate will have the right to assign all his options, and the rights to his future options. Director’s options and the rights to his future options do not terminate with his death. The options may be exercised by his heirs and his assigns and their heirs; and






Prompt reimbursement of all reasonable expenses incurred by Director in the performance of Director’s duties during the term of this Agreement, subject to the presentation of appropriate vouchers and receipts in accordance with the Company's policies.



Additional Benefits . Director shall be entitled to participate in or receive benefits under all benefit plans or programs generally available to directors of the Company to the extent that Director’s position, tenure, salary, age, health and other qualifications make Director eligible to participate, subject to the rules and regulations applicable thereto.



Covenants of Director. For and in consideration of the engagement herein contemplated and the consideration paid or promised to be paid by the Company, Director does hereby covenant, agree and promise that during the term hereof, and thereafter to the extent specifically provided in this Agreement:



Director will not actively engage, directly or indirectly, in any other business or venture that competes with the Company except at the direction or upon the written approval of the Company;



Director will not engage, directly or indirectly, in the ownership, management, operation or control of, or employment by, any business of the type and character engaged in by the Company or any of its subsidiaries. Director may make personal investments in public companies, such as those made through or recommended by a stock broker;






Director will truthfully and accurately make, maintain and preserve all records and reports that the Company may from time to time reasonably request or require;



Director will obey all rules, regulations and reasonable special instructions applicable to Director, and will be loyal and faithful to the Company at all times, constantly endeavoring to improve Director's ability and knowledge of the business in an effort to increase the value of Director's services to the mutual benefit of the Parties;



Director will make available to the Company any and all of the information of which Director has knowledge relating to the business of the Company or any of the Company's other subsidiaries and will make all suggestions and recommendations which Director feels will be of benefit to the Company;



Director will fully account for all records or other property belonging to the Company of which Director has custody, and will deliver the same promptly whenever and however he may be reasonably directed to do so;



Director recognizes that during the course of Director’s engagement with the Company, Director has had and will have access to, and that there has been. and will be disclosed to him, information of a proprietary nature owned by the Company, including but not limited to records, customer and supplier lists and information, pricing information, data, formulae, design information and specifications, inventions, processes and methods, which is of a confidential or trade secret nature, and which has great value to the Company and is a substantial basis and foundation upon which the business of the Company is predicated. Director acknowledges that except for Director's engagement and the fulfillment of the duties assigned to Director, Director would not have had and would not have access to such information, and Director agrees that any and all confidential knowledge or information which may have been or may be obtained by or disclosed to Director in the course of Director’s engagement with the Company, including but not limited to the information hereinabove set forth (collectively, the "Information"), will be held inviolate by Director, that Director will conceal the same from any and all other persons, including but not limited to competitors of the Company and its subsidiaries, and that Director will not impart the Information or any such knowledge acquired by Director as a director of the Company to anyone, either during Director's engagement by the Company or thereafter, except to employees, officers, directors or agents of the Company and its subsidiaries on a strict need-to-know basis in the performance of their duties for the Company or one of its subsidiaries. Director further agrees that during the term of this Agreement and thereafter, Director will not use the Information in competing with the Company, or in any other manner to Director's benefit and to the detriment of the Company or its subsidiaries;






Director agrees that upon termination of Director's engagement hereunder Director will immediately surrender and turn over to the Company all books, records, forms, specifications, formulae, data, processes, papers and writings related to the business of the Company, and all other property belonging to the Company, together with all copies of the foregoing, it being understood and agreed that the same are the sole property, directly or indirectly, of the Company; and



Director understands and acknowledges that the securities of the Company are publicly traded and subject to the Securities Act of 1933 and the Securities Exchange Act of 1934. As a result, Director acknowledges and agrees that (i) he is required under applicable securities laws to refrain from trading in securities of the Company while in possession of material nonpublic information and to refrain from. disclosing any material nonpublic information to anyone except as permitted by this Agreement in connection with the performance of Director’s duties hereunder, and (ii) he will communicate to any person to whom he communicates any material nonpublic information that such information is material nonpublic information and that the trading and disclosure restrictions in clause (i) above also apply to such person.



Termination for Cause . The Company may terminate the engagement of Director if the Board of the Directors of the Company

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