INDEPENDENT NON-EXECUTIVE DIRECTOR AGREEMENT
THIS INDEPENDENT NON-EXECUTIVE DIRECTOR AGREEMENT (this “Agreement”) is made and entered into this 5th day of November, 2010 to be effective as of the 8th day of March, 2010 (the “Effective Date”), between HQ Sustainable Maritime Industries, Inc., a Delaware corporation (the “Company”), and Kevin M. Fitzsimmons (the “Director”), an individual residing at 8200 E. Camino Herradura, Tucson, Arizona 85750.
WHEREAS, the Director has not been employed by, and has not performed executive services for, the Company; and
WHEREAS, the Company and the Director wish to memorialize the terms and conditions of the Director’s service as an independent director on the board of directors (the “Board”) of the Company;
NOW, THEREFORE, for and in consideration of the covenants and promises contained herein, the Company and the Director agree as follows:
1. Director . On behalf of the Company, the Board offers to retain the Director, and the Director agrees to serve in the capacity of an independent director on the Board, in accordance with the terms and subject to the conditions of this Agreement, commencing on the Effective Date and terminating on the fifth (5 th ) anniversary of the Effective Date (the “Scheduled Termination Date”), unless terminated in accordance with the provisions of paragraph 6 below, in which case the provisions of paragraph 6 shall control. The Director affirms that no obligation exists between the Director and any other entity which would prevent or impede the Director’s immediate and full performance of every obligation under this Agreement.
2. Position and Duties . During the Director’s term, the Director may continue to serve in other non-Company related positions, and assume duties and responsibilities consistent with, the position of an independent non-executive director, provided, however, that under no circumstances may the Director engage in or undertake any other positions, duties, responsibilities or assignments that materially interfere with his duties to the Company. The Director agrees to devote the necessary working time, skill, energy and best business efforts and exercise his independent business judgment during the term of his service on the Board of the Company. The Director fully understands the (i) duty of loyalty, (ii) duty of confidentiality, (iii) duty to abide by all relevant securities laws of the United States and any other jurisdictions in personal and corporate conduct, (iv) duties of due care and good faith in the performance of his service as a Director and (v) role of a Director in protecting stockholders’ rights.
Notwithstanding anything to the contrary contained herein, the Director may hold officer and non-executive director positions (or the equivalent position) in or at other entities that are not affiliated with the Company.
3. No Conflicts . The Director covenants and agrees that for so long as he is retained by the Company, he shall govern himself in such a way as to avoid any conflict with his duties in protecting the Company.
4. Compensation .
a. Base Remuneration . During the term of this Agreement, the Company shall pay, and the Director agrees to accept, in consideration for the Director’s services hereunder, a total annual cash retainer of U.S. $20,000, payable in accordance with the Company’s payroll policies then in effect (no less frequently than monthly). The Director’s retainer shall be increased annually, on January 1 of each calendar year, by no less than ten percent (10%