DIRECTOR APPOINTMENT AGREEMENT
This Director Appointment Agreement, (the
"Agreement") dated as of February 15,
2005 by and between Zone4Play, Inc., a
company incorporated under the laws of
the state of Nevada (the "Company"), and
Sean Ryan, residing at 21 Jersey St.,
San Francisco, CA 94114 USA (the
"Director").
WHEREAS, the Company wishes to appoint
Director, and Director agrees to be
appointed by the Company, as a member of
the Board of Directors of the Company.
NOW, THEREFORE, in consideration of the
mutual undertakings and premises herein
contained, the parties hereto hereby agree
as follows:
1. The Appointment
The Company hereby appoints Director, and
Director hereby agrees to be appointed
by the Company, as a member of the
Company's Board of Directors (the "Board").
In serving as a member of the Board,
Director acknowledges and agrees that
during the term hereof acting as a member
of the Board, Director shall be bound
by all applicable laws and regulations and
the Company's Articles of
Incorporation, By-laws or other governing
instruments or contractual commitments
of the Company which govern or control in
any way Director's rights, powers,
duties or responsibilities as a member of
the Board.
Director will exercise care and diligence
in exercising Director's position as a
member of the Board and as a director of
the Company. Director shall not take
any action which reasonably would or could
result in a conflict with, or
prejudice to, the interests of the
Company.
2. Scope of Services
Director shall use Director's best efforts
during the term of Director's
appointment to the extent reasonably
expected by his obligations, to the affairs
and business of the Company as shall be
reasonably necessary in order for him to
perform his duties as a director, including
participation in all Board meetings,
and if so required in committees of the
Board.
3. Compensation
In consideration of the services provided
to the Company by Director hereunder,
the company shall compensate Director as
follows:
3.1 While Director serves as a
member of the Board, the Company shall pay
Director a
director's fee of 7,000 U.S. Dollars (US$) per annum, payable
in
quarterly installments. In addition, the Company shall pay 750
U.S.
Dollars
(US$) per board meeting.
3.2 It is agreed by Director and
the Company that the said fee shall cover all
expenses
incurred by Director in the discharge of Director's duties
under
this
Agreement. Notwithstanding the foregoing, the Company shall
reimburse
Director
for reasonable travel and other expenses incurred by Director
in
connection
with the performance of Director's duties and responsibilities
hereunder,
provided that such expenses are approved in advance by the
Company
and supported with customary receipts and expense reports.
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3.3 Stock Option
Director
shall be granted an option under the terms of the Company's
option
plan to purchase 192,261 shares of common stock of the Company,
with an
exercise price per share equal to the fair-market value per
share
of the
Company's Common Stock on the date of the Grant (the "Option")
less
10%
discount. Director's rights to exercise the Option shall vest in
three
equal
annual installments during a period of three years commencing on
the
date of
this agreement, whereby Director shall have the option to
purchase
1/3 of the
shares subject to the Option at the expiration of the first,
second and
third year respectively from the date hereof, provided that
this
Agreement is not earlier terminated. In the event of a termination
of
this
Agreement for Cause (as defined below) at any time, the Option,
to
the extent
not exercised shall terminate and be cancelled and
non-exercisable.
3.4 The Company shall issue
directors and officers insurance policy in
accordance
with the customary practices of the Company and the terms
customary
in its industry and bear all costs related thereto.
3.5 Director acknowledges that
Direct
