|
Exhibit 10.1
HOME SYSTEM GROUP
INDEPENDENT DIRECTOR AGREEMENT
THIS AGREEMENT
(“Agreement”) is entered into and is effective as of
August 7, 2007, by and between Home System Group, a Nevada
corporation (the “ Company ”) and Richard P.
Randall, an individual resident in the State of Connecticut
(“ Director ” or “ Mr.
Randall ”).
Preliminary
Statement
The Board of Directors of the
Company desires to appoint Mr. Randall to fill an existing
vacancy and to have Mr. Randall perform the duties of an
independent director and Mr. Randall desires to be so appointed
for such position and to perform the duties required of such
position in accordance with the terms and conditions of this
Agreement.
NOW,
THEREFORE, in consideration of the mutual promises and
agreements
set forth below, the Company and
Mr. Randall hereby agree as follows:
1.
Appointment
. The Board of Directors of the Company has
appointed Mr. Randall, and Mr. Randall has agreed to accept his
appointment, to serve as a member of the Board of Directors of
the Company, effective as of the date of this agreement.
The Company requires that Mr. Randall be available
to perform the duties of an independent director customarily
related to this function as may be determined and assigned by
the Board of Directors of the Company and as may be required by
the Company’s constituent instruments, including its
certificate or articles of incorporation, bylaws and its
corporate governance and board committee charters, each as
amended or modified from time to time, and by applicable law,
including the Nevada General Corporation Law. Mr. Randall
agrees to devote as much time as is necessary to perform
completely the duties as a director of the Company, including
duties as a member of the Audit Committee and such other
committees as Mr. Randall may hereafter be appointed to.
Mr. Randall will perform such duties described herein in
accordance with the general fiduciary duty of directors arising
under the Nevada General Corporation Law and Chapter 78 of the
Nevada Revised Statutes.
2.
Compensation
. For the duties and services to be performed by
him under this agreement, the Company will pay to Mr. Randall,
and Mr. Randall agrees to accept, the compensation described
below in this Section 2.
a.
Directors’ Fees. The
Company will pay Mr. Randall a director's fee of $30,000 per
annum, payable in equal monthly installments. This fee
represents a retainer for services rendered as a member of its
Board of Directors, and is in addition to any fees to which Mr.
Randall may be entitled under guidelines and rules established
by the Company from time to time for compensating non-employee
directors for serving on, and attending meetings of, committees
of its Board of Directors and the board of directors of its
subsidiaries.
b.
Equity Component. In addition to
the cash fee(s) described in subsection (a), on the date of this
agreement, the Company will grant Mr. Randall options to
purchase a total of 100,000 shares of the Company’s common
stock. The exercise price of these options will be the closing
sale price of a share of the Company’s common stock on the
OTC Bulletin Board on the date of this agreement. Options
to purchase 33,333 shares shall vest and may be exercised
immediately; options to purchase an additional 33,333 shares
shall vest and may be exercised commencing July 1, 2008, and
options to purchase the remaining 33,334 shares shall vest and
may be exercised commencing July 1, 2009, provided that in the
case of the options to vest in 2008 and 2009, Mr. Randall is
still a director of or otherwise engaged by the Company on such
dates. Subject to the foregoing vesting provisions, the
options may be exercised until June 1, 2017.
c.
Audit Committee.
Randall agrees to serve as Chairman of the Audit
Committee and for so long as he serves in such position he will
receive non-additional compensation.
3.
Expenses . The Company will reimburse Mr. Randall for reasonable
expenses incurred by him in furtherance of his performance of
duties hereunder, provided that such expenses are substantiated
in accordance with the Company’s policies applicable to
members of its Board of Directors.
4.
Fringe and Medical
Benefits . Mr. Randall may participate
in any of the Company's medical, dental and other benefit
programs as are available to non-employee members of its
Board.
5.
Term and
Termination .
a.
General. The term of this
Agreement will commence as of the date the Board of Directors
appoints Mr. Randall a director of the Company and shall
continue until the Director’s removal or resignation.
The Company has no obligation to cause the nomination or
recommend the election of Mr. Randall to the Board for any
period of time in the future. Upon the termination of Mr.
Randall's tenure as a member of the Board, the Company will
promptly pay to Mr. Randall, or to his estate if his service is
terminated upon his death, all fees accrued for services
rendered as a member of the Board and committees th
| 
