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 15 th 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
