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Exhibit 10.9
DIRECTORS AGREEMENT
Glenn W. Sturm
Dear Glenn:
Reference
is made to that certain Agreement and Plan of Merger (the
“Merger Agreement”) entered into as of October 20, 2005
among Private Business, Inc. (“PBiz”), CSL Acquisition
Corporation, Captiva Solutions, LLC (“Captiva”), and
the members of Captiva set forth on the signature pages
thereto. Capitalized terms not otherwise defined herein shall
have the meanings assigned to them in the Merger
Agreement.
1. In
consideration of the stock options to be granted to you by PBiz in
connection with the Merger, you agree, by executing this Directors
Agreement (this “Agreement”) to continue to serve on
the Audit Committee of the Board of Directors of PBiz for up to two
years from the date of Closing or such shorter time as requested by
the Board of Directors or the appropriate committee
thereof.
2. While
we believe that nothing related to the transactions described in
the Merger Agreement prohibit you from serve as an independent
member of the Audit Committee under applicable federal law and NASD
rules and regulations, we jointly agree to determine (with
appropriate legal counsel) whether you (i) meet the applicable
standards to qualify as an independent director, (ii) can serve
pursuant to an applicable exemption from independence requirements,
or (iii) are disqualified from service on the Audit Committee. In
the event that you and w
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