Initial Public Offering (IPO): Registration Statement (General Form) — Form S-1 Filing Table of Contents
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1: S-1 Registration Statement (General Form) HTML 1.07M
2: EX-10.1 Material Contract HTML 11K
10: EX-10.11 Material Contract HTML 401K
11: EX-10.12 Material Contract HTML 8K
12: EX-10.13 Material Contract HTML 10K
13: EX-10.14 Material Contract HTML 9K
14: EX-10.15 Material Contract HTML 67K
15: EX-10.16 Material Contract HTML 77K
16: EX-10.17 Material Contract HTML 50K
17: EX-10.18 Material Contract HTML 47K
18: EX-10.19 Material Contract HTML 36K
3: EX-10.2 Material Contract HTML 8K
4: EX-10.3 Material Contract HTML 8K
5: EX-10.4 Material Contract HTML 8K
6: EX-10.5 Material Contract HTML 15K
7: EX-10.6 Material Contract HTML 60K
8: EX-10.7 Material Contract HTML 48K
9: EX-10.9 Material Contract HTML 439K
19: EX-21 Subsidiaries of the Registrant HTML 10K
20: EX-23.1 Consent of Experts or Counsel HTML 10K
DIRECTOR
AGREEMENT (this “Agreement”), dated as of March 1, 2007, by and between Accoona
Corp., a Delaware corporation (“Company”), and Ronald K. Glover
(“Glover”).
WITNESSETH:
WHEREAS,
Company
believes that it is in its own best interests and in the best interests of
its
stockholders that the chairman (“Chairman”) of Company’s board of directors (the
“Board”) be an individual who is not an employee of Company and is a
non-executive Chairman; and
WHEREAS,
Company
desires to retain the services of Glover in the capacity of Chairman and Glover
desires to provide such services in such capacity, upon the terms and subject
to
the conditions hereinafter set forth; and
WHEREAS,
the
Board has approved the terms of this Agreement.
NOW,
THEREFORE,
in
consideration of the foregoing and of the mutual covenants and obligations
hereinafter set forth, the parties hereto, intending to be legally bound, hereby
agree as follows:
1.Election
as Director; Appointment.
Company
agrees to appoint Glover as a member of the Board and as Chairman, both as
of
the date hereof, and agrees to use its best efforts and powers to sustain and
continue Glover’s election as a member of the Board for successive one year
terms at each annual meeting of stockholders of Company and each special meeting
of stockholders of Company convened for such purpose, until the date of the
2009
annual stockholders meeting, unless this Agreement is terminated sooner pursuant
to Section 4 hereof (the “Term”). During the Term, at all times that Glover is a
member of the Board, he shall be appointed as Chairman.
2.Duties
and Extent of Services.
(a) During
the Term, Glover shall serve as Chairman and, in such capacity, shall provide
those services required of a director under Company’s articles of incorporation
and bylaws, as both may be amended from time to time, and under the General
Corporation Law of Delaware, the federal securities laws and other state and
federal laws and regulations, as applicable, and shall render such services
as
are customarily associated with and are incident to the position of Chairman
and
such other services as Company may, from time to time, reasonably require of
him
consistent with such position. Such duties and responsibilities shall include,
but shall not be limited to, chairing all meetings of the Board and all meetings
of stockholder of the Company, and shall also include working with management
on
a potential initial public offering of the common stock of the Company,
directing the flow of information from the Company’s management to the Board,
and scheduling and setting the agendas for meetings of the Board.
(b) Glover
shall faithfully, competently and diligently perform to the best of his ability
all of the duties required of him as Chairman. Without limiting the preceding
sentence, Company acknowledges that Glover has other business commitments,
including commitments to serve on the board of directors of other companies
The
parties anticipate, on average, Glover shall devote eight (8) days per month
to
the Company for the initial period of twenty-four (24) months.
(c) The
parties acknowledge that the position of Chairman does not involve Glover acting
as an executive officer of the Company.
3.Compensation.
(a) Initial
Compensation: As compensation for Glover's entering into this Agreement and
performing his services hereunder, (i) concurrently herewith the Company is
granting Glover an option to purchase up to 1,000,000 shares of Common Stock
of
the Company pursuant to a nonqualified Stock Option Agreement dated the date
hereof (the “Stock Option Agreement”) under the Company’s 2007 Equity Incentive
Plan, and (ii) a director’s fee of $10,000 per month so long as Glover is a
director, for up to a maximum of twenty-four (24) months.
(b) Other
Benefits. During the Term Glover shall be entitled to any benefits made
available to non-executive members of the Board generally.
(c) Expenses.
Company agrees to reimburse Glover for all reasonable and necessary travel,
business entertainment, and other out-of-pocket business expenses incurred
or
expended by him in connection with the performance of his duties hereunder
upon
presentation of proper expense statements or vouchers or such other supporting
information as Company may reasonably require of Glover.
4.Termination.
The
Company shall have the right to remove Glover from, or not reelect Glover to,
the Board and shall have the right to remove Glover from, or not reelect Glover
to, the position of Chairman. Such removal shall have no effect on the Options
granted to Glover hereunder and these Options shall remain vested and
immediately exercisable, except as otherwise provided herein or in the Stock
Option Agreement. Glover shall have the right, exercisable at any time during
the Term, upon thirty (30) days written notice to Company, to resign as Chairman
of the Board or as a member of the Board. In the event that, during the term
hereof, Glover is removed as a director without cause (as defined in the Stock
Option Agreement) he shall be entitled to two (2) additional months director
fees, even though he is no longer a director.
5.Confidentiality,
Protection of Inventions and Prevention of Unfair Solicitation.
The
parties acknowledge that in conjunction with the execution of this Agreement,
they are entering into an Agreement to Protect Confidential Information, Assign
Inventions and Prevent Unfair Solicitation.
6.Independent
Contractor.
Glover
is an independent contractor and will not be deemed an employee of Company
for
purposes of employee benefits, income tax withholding, FICA taxes, unemployment
benefits or otherwise.
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7.Entire
Agreement.
This
Agreement is intended by the parties as a final expression of their agreement
with respect to the subject matter hereof and is intended as a complete and
exclusive statement of the terms and conditions thereof and supersedes and
replaces all prior negotiations and agreements between the parties hereto,
whether written or oral, with respect to the subject matter hereof.
Notwithstanding the foregoing, that certain Option previously granted to Glover
under the Consulting Agreement shall remain in effect pursuant to the terms
set
forth in the Consulting Agreement or any related agreements.
8.Governing
Law.
(a) This
Agreement shall be governed by and construed under the laws of the State of
New
York, applicable to contracts to be wholly performed in such State, without
regard to the conflict of laws principles thereof.
(b) Any
action to enforce any of the provisions of this Agreement shall be brought
in a
court of the State of New York located in the Borough of Manhattan of the City
of New York or in a Federal court located within the Southern District of New
York. The parties consent to the jurisdiction of such courts and to the service
of process in any manner provided by New York law. Each party irrevocably waives
any objection which it may now or hereafter have to the laying of the venue
of
any such suit, action or proceeding brought in such court and any claim that
such suit, action or proceeding brought in such court has been brought in an
inconvenient forum and agrees that service of process in accordance with the
foregoing sentences shall be deemed in every respect effective and valid
personal service of process upon such party.
9.Amendment.
This
Agreement may be amended, modified or superseded, and any of the terms hereof
may be waived, only by a written instrument executed by the parties
hereto.
10.Assignability.
The
obligations of Glover may not be delegated and Glover may not, without Company’s
written consent thereto, assign, transfer, convoy, pledge, encumber, hypothecate
or otherwise dispose of this Agreement or any interest herein. Any such
attempted delegation or disposition shall be null and void and without effect.
Company and Glover agree that this Agreement and all of Company’s rights and
obligations hereunder may be assigned or transferred by Company to and shall
be
assumed by and be binding upon any successor to Company. The term “successor”
means, with respect to Company or any of its subsidiaries, any corporation
or
other business entity which, by merger, consolidation, purchase of the assets
or
otherwise acquires all or a material part of the assets of Company.
11.Severability.
If any
provision of this Agreement or any part thereof is held to be invalid or
unenforceable, the same shall in no way affect any other provision of this
Agreement or remaining part thereof; which shall be given full effect without
regard to the invalid or unenforceable part thereof.
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12.Notices.
All
notices, requests, demands and other communications required or permitted to
be
given or made under this Agreement, shall be given or made in writing by
registered or certified mail, return receipt requested, or by overnight carrier
service or by facsimile transmission and will be deemed to have been given
or
made on the date following receipt or attempted delivery at the following
locations:
Either
party may change the address to which notices shall be sent by sending written
notice of such change of address to the other party. Any such notice shall
be
deemed given, if delivered personally, upon receipt; if telecopied, when
telecopied; if sent by courier service providing for next-day delivery, the
next
business day following deposit with such courier service; and if sent by
certified or registered mail, three days after deposit (postage prepaid) with
the U.S. mail service.
13.Representations
and Warranties; Indemnification.
(a) Glover
hereby represents and warrants to Company that his execution, delivery and
performance of this Agreement and any other agreement to be delivered pursuant
to this Agreement will not violate, conflict with or result in the breach of
any
of the terms of, or constitute (or with notice or lapse of time or both,
constitute) a default under, any agreement, arrangement or understanding with
respect to Glover’s employment or providing services to which Glover is a party
or by which Glover is bound or subject.
4
(b) Company
hereby represents and warrants to Glover that (i) it is a corporation duly
organized, validly existing, and in good standing under the laws of the State
of
Delaware, and has all requisite corporate power and authority to execute,
deliver and perform this Agreement in accordance with the terms hereof, (ii)
all
necessary actions to authorize the Company’s execution, delivery and performance
of this Agreement have been taken, (iii) this Agreement has been duly executed
and delivered by the Company and constitutes its legal, valid, and binding
obligation enforceable against it in accordance with the terms hereof, and
(iv)
its execution, delivery and performance of this Agreement and any other
agreement to be delivered pursuant to this Agreement will not violate, conflict
with or result in the breach of any of the terms of, or constitute (or with
notice or lapse of time or both, constitute) a default under, any agreement,
arrangement or understanding with respect to Glover’s employment or which
otherwise related to Glover’s relationship with the Company.
(c) Company
hereby agrees to indemnify and hold harmless Glover, his affiliates (and such
affiliates’ directors, officers, employees, agents and representatives) and
permitted assigns, to the fullest extent permitted under Delaware law, from
and
against any and all losses, damages, liabilities, obligations, costs or expenses
which are caused by or arise out of (i) any breach or default in the performance
by the Company of any covenant or agreement of the Company contained in this
Agreement, and (ii) any breach of warranty or inaccurate or erroneous
representation made by the Company herein, and (iii) any and all actions, suits,
proceedings, claims, demands, judgments, costs and expenses (including
reasonable legal fees) incident to any of the foregoing. The Company shall
advance any expenses reasonably incurred by Glover in defending an indemnifiable
action hereunder, with such expenses to be reimbursed by Glover only in the
event that a court of competent jurisdiction enters a binding judgment, order
or
decree that Glover acted in bad faith or in a manner he reasonably believed
not
to be in the best interests of the Company.
14.Paragraph
Headings.
The
paragraph headings contained in this Agreement are for reference purposes only
and shall not affect in any way the meaning or interpretation of this
Agreement.
15.Counterparts.
This
Agreement may be executed in one or more counterparts, each of which shall
be
deemed to be an original, but all of which taken together shall constitute
one
and the same instrument.
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IN
WITNESS WHEREOF, the parties have duly executed this Agreement as of the date
first written above.