INDEPENDENT DIRECTOR
AGREEMENT
THIS INDEPENDENT DIRECTOR AGREEMENT
is made effective as of April 6,
2009 (“ Agreement ”) between AMERICAN
NANO SILICON TECHNOLOGIES, INC. ,
a California corporation (“ Company
”), and Robert J. Fanella (“
Director ”).
WHEREAS , it is essential to the Company to attract and
retain as directors the most capable persons available
to serve on the board of directors of the Company (the “
Board ”); and
WHEREAS , the Company believes that Director possesses
the necessary qualifications and abilities to serve as a director
of the Company and to perform the functions and meet the
Company’s needs related to its Board.
NOW, THEREFORE , the parties agree as follows:
1. Service as
Director . Director
will serve as a director of the Company and perform all duties as a
director of the Company, including without limitation
(1) attending meetings of the Board, (2) serving as the
Audit Committee Chairperson along with other committees of the
Board (each a “ Committee ”) and
attending meetings of each Committee of which Director is a member,
(3) using reasonable efforts to promote the business of the
Company. The Company currently intends to meet on the first
Wednesday of each quarter except January, together with additional
meetings of the Board and Committees as may be required by the
business and affairs of the Company.
2. Compensation and
Expenses .
(a) Retainer
. The Company will pay to Director an
annual retainer (the “ Retainer ”) of
$10,000 cash plus $40,000 in the form of restricted shares of the
Company’s common stock, calculated on the average closing
price per share for the five (5) trading days preceding and
including the date stock is issued. The Board reserves the right to
increase the Retainer from time to time, but may not reduce the
Retainer below the amounts stated above. If Director’s
service on the Board or
