Exhibit 10.10
DIRECTOR AGREEMENT
THIS DIRECTOR AGREEMENT , (“ Agreement
”), is entered into this 17 th day of April 2009
(the “ Effective Date ”), by and between
MabCure, Inc ., a Nevada corporation (“ MabCure
"), and David S. Frank, as Managing Director of MEDx Associates
LLC, a New Jersey Limited Liability Company (the " Director
").
WHEREAS, the Director represents that he is ready,
willing, and able to be a member of the Board of Directors of
MabCure; and
WHEREAS, the Board of Directors of MabCure wishes
to appoint the Director to the Board of Directors to fulfill a
vacancy on the current Board of Directors in accordance with the
terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the mutual
promises hereinafter contained, the Parties hereto agree as
follows:
1.
Scope of Services
1.1
The Director shall act as a member of the Board of Directors by
participating in up to 4 meetings of the Board of Directors each
year and providing all services pertaining to such meetings as
requested of the Directors by MabCure and required pursuant to the
Bylaws of the Company and the laws of Nevada (the
"Services").
1.2 Director
shall perform additional services as mutually agreed and in
accordance with the instructions of the Board of Directors pari
passu with other directors of MabCure.
2.
Consideration for Services .
2.1
Annual Compensation; Grant of Options . As annual
compensation for your services rendered as a Director, MabCure
shall pay the Director an aggregate annual compensation of US$4,000
payable in arrears in four equal quarterly installments of $1,000
each, subject to deductions required to be made by MabCure under
all applicable laws. In the event that the MabCure Board of
Directors shall establish committees of the Board of Directors, and
you become a member of such a committee, an additional annual
payment of $8,000 shall be made for your services on one or more
committees of the Board of Directors. As consideration for the
provision of the Services, MabCure shall grant you as a Director,
120,000 options to purchase 120,000 shares of common stock of
MabCure, at an exercise price of $1.00, the fair market value of
such shares as of the date of this Agreement (the
“Options”). Subject to the approval of the MabCure
stock option plan, the Options shall be granted to the Director
pursuant to the plan. The Options shall vest pursuant to the
vesting schedule attached as Exhibit A . The Options shall
be exercisable until the Expiration Date set forth in Exhibit
A in numbers of whole shares.
2.2
Expenses . MabCure shall reimburse Director for all
pre-approved or post-approved, reasonable, and actual expenses
incurred by the Director in the course of the Director's provision
of the Services in accordance with this Agreement, including
reasonable travel expenses, incurred by Director in the performance
of the Services.
3.
Confidential Information
3.1
Each party acknowledges that in connection with its duties
hereunder it may be provided with or have access to written
information data and/or other confidential material ("the
Information") which is proprietary and/or confidential to the other
party, and which is so marked proprietary and/or confidential or
which it would be reasonable to assume was proprietary or
confidential due to the nature of the Information disclosed. Both
parties agree to keep confidential all such Information and shall
not disclose the same either in whole or in part to any third party
without the other party's prior written consent. Information which
is already in the public domain or which is known to the receiving
party without a breach of this or any other Agreement or any other
obligation of confidentiality shall not be treated as confidential
for the purposes of this Agreement.
3.2
Upon termination of this Agreement, the Director shall (a)
immediately cease using the Information, (b) promptly return to
MabCure all tangible embodiments of the Information, and (c)
promptly certify in writing the Director's compliance with this
obligation. Notwithstanding the foregoing, Counsel for the Director
may retain one copy of MabCure’s Information solely for
archival purposes.
3.3
In the event that a party breaches a provision of this Section 3,
the damage to the other party may be irreparable. Therefore, in the
event of a breach or threat of breach, the owner of the Information
shall be entitled to request equitable relief to restrain such
breach or threat of breach, in addition to any other relief
available at law or in equity.
3.4 As
additional protection for MabCure’s Information, the Director
agrees that during the period over which it is to be providing
Services and for one year thereafter, the Director (a) will not
encourage or solicit any employee or Director of MabCure to leave
MabCure for any reason, (b) will not engage in any activity that is
in any way competitive with the business or demonstrably
anticipated business of MabCure, and (c) will not assist any other
person or organization in competing or in preparing to compete with
any business or demonstrably anticipated business of
MabCure.
3.5 &nb
