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Aerkomm Inc. – ‘S-1/A’ on 2/2/18 – ‘EX-10.20’

On:  Friday, 2/2/18, at 4:13pm ET   ·   Accession #:  1213900-18-1212   ·   File #:  333-222208

Previous ‘S-1’:  ‘S-1’ on 12/20/17   ·   Next:  ‘S-1/A’ on 2/12/18   ·   Latest:  ‘S-1/A’ on 11/5/20   ·   6 References:   

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/02/18  Aerkomm Inc.                      S-1/A                 70:6.9M                                   Edgar Agents LLC/FA

Pre-Effective Amendment to Registration Statement (General Form)   —   Form S-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-1/A       Amendment No. 1 to Registration Statement           HTML   1.05M 
 2: EX-1.1      Underwriting Agreement Between the Registrant and   HTML    207K 
                Boustead Securities, LLC                                         
 3: EX-4.1      Form of Underwriter Warrant                         HTML     67K 
 4: EX-5.1      Legal Opinion of Nevada Legal Counsel               HTML     34K 
 5: EX-10.19    Sky Perfect Jsat Master Service Agreement Dated     HTML    111K 
                March 15, 2017                                                   
 6: EX-10.20    Form of Independent Director Agreement              HTML     38K 
 7: EX-23.1     Consent of Independent Registered Pubic Accounting  HTML     18K 
                Firm                                                             
14: R1          Document and Entity Information                     HTML     34K 
15: R2          Consolidated Balance Sheets                         HTML    130K 
16: R3          Consolidated Balance Sheets (Parenthetical)         HTML     39K 
17: R4          Consolidated Statements of Operations and           HTML     75K 
                Comprehensive Loss                                               
18: R5          Consolidated Statements of Changes in Equity        HTML     85K 
19: R6          Consolidated Statements of Cash Flows               HTML    135K 
20: R7          Organization                                        HTML     34K 
21: R8          Summary of Significant Accounting Policies          HTML     75K 
22: R9          Recent Accounting Pronouncements                    HTML     45K 
23: R10         Inventories                                         HTML     30K 
24: R11         Prepaid Investment                                  HTML     24K 
25: R12         Property and Equipment                              HTML     46K 
26: R13         Intangible Asset, Net                               HTML     30K 
27: R14         Short-term Bank Loan                                HTML     22K 
28: R15         Income Taxes                                        HTML     49K 
29: R16         Capital Stock                                       HTML     62K 
30: R17         Related Party Transactions                          HTML     79K 
31: R18         Stock Based Compensation                            HTML    102K 
32: R19         Commitments and Contingency                         HTML     36K 
33: R20         Summary of Significant Accounting Policies          HTML    113K 
                (Policies)                                                       
34: R21         Inventories (Tables)                                HTML     29K 
35: R22         Property and Equipment (Tables)                     HTML     43K 
36: R23         Intangible Asset, Net (Tables)                      HTML     29K 
37: R24         Income Taxes (Tables)                               HTML     44K 
38: R25         Capital Stock (Tables)                              HTML     25K 
39: R26         Related Party Transactions (Tables)                 HTML     73K 
40: R27         Stock Based Compensation (Tables)                   HTML     72K 
41: R28         Organization (Details)                              HTML     44K 
42: R29         Summary of Significant Accounting Policies          HTML     34K 
                (Details)                                                        
43: R30         Inventories (Details)                               HTML     34K 
44: R31         Prepaid Investment (Details)                        HTML     35K 
45: R32         Property and Equipment (Details)                    HTML     34K 
46: R33         Property and Equipment (Details 1)                  HTML     34K 
47: R34         Property and Equipment (Details Textual)            HTML     23K 
48: R35         Intangible Asset, Net (Details)                     HTML     30K 
49: R36         Short-term Bank Loan (Details)                      HTML     24K 
50: R37         Income Taxes (Details)                              HTML     31K 
51: R38         Income Taxes (Details 1)                            HTML     38K 
52: R39         Income Taxes (Details 2)                            HTML     41K 
53: R40         Income Taxes (Details Textual)                      HTML     34K 
54: R41         Capital Stock (Details)                             HTML     25K 
55: R42         Capital Stock (Details Textual)                     HTML    115K 
56: R43         Related Party Transactions (Details)                HTML     39K 
57: R44         Related Party Transactions (Details 1)              HTML     53K 
58: R45         Related Party Transactions (Details 2)              HTML     27K 
59: R46         Related Party Transactions (Details 3)              HTML     36K 
60: R47         Related Party Transactions (Details Textual)        HTML     28K 
61: R48         Stock Based Compensation (Details)                  HTML     36K 
62: R49         Stock Based Compensation (Details 1)                HTML     61K 
63: R50         Stock Based Compensation (Details 2)                HTML     42K 
64: R51         Stock Based Compensation (Details 3)                HTML     61K 
65: R52         Stock Based Compensation (Details 4)                HTML     41K 
66: R53         Stock Based Compensation (Details Textual)          HTML     48K 
67: R54         Commitments and Contingency (Details)               HTML     46K 
69: XML         IDEA XML File -- Filing Summary                      XML    119K 
68: EXCEL       IDEA Workbook of Financial Reports                  XLSX     71K 
 8: EX-101.INS  XBRL Instance -- akom-20170930                       XML   1.56M 
10: EX-101.CAL  XBRL Calculations -- akom-20170930_cal               XML    146K 
11: EX-101.DEF  XBRL Definitions -- akom-20170930_def                XML    483K 
12: EX-101.LAB  XBRL Labels -- akom-20170930_lab                     XML   1.02M 
13: EX-101.PRE  XBRL Presentations -- akom-20170930_pre              XML    804K 
 9: EX-101.SCH  XBRL Schema -- akom-20170930                         XSD    157K 
70: ZIP         XBRL Zipped Folder -- 0001213900-18-001212-xbrl      Zip    118K 


‘EX-10.20’   —   Form of Independent Director Agreement


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



Exhibit 10.20

 

INDEPENDENT DIRECTOR AGREEMENT

 

INDEPENDENT DIRECTOR AGREEMENT, entered into on January 29, 2018 and effective as of December 29, 2017 (this “Agreement”), by and between Aerkomm Inc., a Nevada corporation (the “Company”) and [*], an individual residing at [*] (the “Director”).

 

RECITALS

 

WHEREAS, the Company desires to appoint the Director to serve on the Company’s board of directors (the “Board”) and the Director desires to accept such appointment to serve on the Board; and

 

WHEREAS, the Director may be appointed as a member of one or more committees of the Board; and

 

WHEREAS, the Director may also be appointed to serve as Chairman of one or more committees of the Board.

 

AGREEMENT

 

NOW, THEREFORE, in consideration of the foregoing and the Director’s services to the Company as a member of the Board, as a member of such Committees of the Board to which he may be appointed from time to time and as Chairman of one or more committees to which he may be appointed in such capacity from time to time, and intending to be legally bound hereby, the Company and the Director hereby agree as follows:

 

1. Term. The Company hereby appoints the Director, and the Director hereby accepts such appointment by the Company, for the purposes and upon the terms and conditions contained in this Agreement. The term of such appointment shall commence upon December 29, 2017 (the “Commencement Date”) and shall expire one (1) year from the Commencement Date (the “Expiration Date”), unless terminated prior to the Expiration Date pursuant to the Director’s earlier resignation or removal from office in accordance with the Company’s then current Articles of Incorporation, as may be amended from time to time. In the event that the Director’s successor has not been elected and qualified as of the Expiration Date, the Director shall continue to serve hereunder until such successor has been duly elected and qualified.

 

2. Compensation. In exchange for the Director’s service as (a) a member of the Board, (b) a member of each committee of the Board to which he may be appointed, and (c) Chairman of each committee of the Board to which he may be appointed, the Company agrees to compensate the Director, and the Director agrees to accept the following compensation, subject to the terms herein:

 

(i) Cash Compensation. The Director shall receive an annual cash compensation fee (the “Annual Fee”) in an aggregate amount of $20,000, which Annual Fee shall be paid to the Director in four equal installments no later than the fifth business day following the end of each calendar quarter commencing in the first quarter following the closing of the Company’s 2018 Public Offering under the S-1 Registration Statement (the “S-1 IPO Offering”); and

 

 C: 

 C: 1

 

 

(ii) Chairperson of the Compensation Committee. For serving as Chairperson of the [*] Committee, the Director shall receive an additional annual cash compensation fee of $5,000, to be paid no later than the fifth business day following the filing with the Securities and Exchange Commission of the Company’s Annual Report on Form 1-K (or Form 10-K, as applicable); and

 

(iii) Equity Compensation. Upon execution of this agreement, the Director shall be entitled to receive an initial stock option (the “Initial Award”) to purchase 20,000 shares of the Company’s common stock. If the Director is still a member of the Board immediately following each annual meeting of the Company’s stockholders and will continue to serve as a non-employee director immediately following such annual meeting, the Director shall be automatically granted an option (a “Subsequent Award”) to purchase 20,000 shares of the Company’s common stock on the date of each such annual meeting. The per share exercise price of each option granted to the Director shall equal 100% of the fair market value (as defined by the Board) of a share of common stock on the date the option is granted. The Initial Award shall vest and become exercisable immediately on the date of grant. Each Subsequent Award shall vest and become exercisable in twelve (12) equal monthly installments over the first year following the date of grant, subject to the Director continuing in service on the Board through each such vesting date. The term of each stock option granted to the Director shall be ten (10) years from the date of grant.

 

In the event that the Director serves less than a full year on the Board, the Company shall only be obligated to pay the pro rata portion of such Annual Fee to the Director for his services performed during such year. Furthermore, the vesting of the Option shall not accelerate in the event the Director serves less than a full year on the Board.

 

3. Directors and Officers Insurance. The Company agrees to purchase a Directors and Officers Liability Insurance Policy with coverage up to an aggregate maximum of $3,000,000 (three million dollars) commencing promptly following the final closing of the Company’s S-1 IPO Offering

 

4. Independence. The Director acknowledges that his appointment hereunder is contingent upon the Board’s determination that he is “independent” with respect to the Company, as such term is defined by Section 5605 of the Nasdaq Stock Market’s Listing Rules, and that his appointment may be terminated by the Company in the event that the Director does not maintain such independence.

 

5. Duties. The Director shall exercise his powers in good faith and in the best interests of the Company, including but not limited to, the following:

 

(a) Conflicts of Interest. In the event that the Director has a direct or indirect financial or personal interest in a contract or transaction to which the company is a party, or the Director is contemplating entering into a transaction that involves use of corporate assets or competition against the Company, the Director shall promptly disclose such potential conflict to the applicable Board committee and proceed as directed by such committee or the Board, as applicable.

 

 C: 

2

 

 

(b) Corporate Opportunities. Whenever the Director becomes aware of a business opportunity, related to the Company’s business, which one could reasonably expect the Director to make available to the Company, the Director shall promptly disclose such opportunity to the applicable Board committee and proceed as directed by such committee.

 

(c) Confidentiality. The Director agrees and acknowledges that, by reason of the nature of his duties as Director, he will have or may have access to and become informed of proprietary, confidential and secret information which is a competitive asset of the Company (“Confidential Information”), including, without limitation, any lists of customers or suppliers, distributors, financial statistics, research data or any other statistics and plans or operation plans or other trade secrets of the Company and any of the foregoing which belong to any person or company but to which the Director has had access by reason of his relationship with the Company. The term “Confidential Information” shall not include information which: (i) is or becomes generally available to the public other than as a result of a disclosure by the Director or his representatives; or (ii) is required to be disclosed by the Director due to governmental regulatory or judicial process. The Director agrees faithfully to keep in strict confidence, and not, either directly or indirectly, to make known, divulge, reveal, furnish, make available or use (except for use in the regular course of his employment duties) any such Confidential Information. The Director acknowledges that all manuals, instruction books, price lists, information and records and other information and aids relating to the Company’s business, and any and all other documents containing Confidential Information furnished to the Director by the Company or otherwise acquired or developed by the Director, shall at all times be the property of the Company. Upon termination of the Director’s services hereunder, the Director shall return to the Company any such property or documents which are in his possession, custody or control, but his obligation of confidentiality shall survive such termination until and unless any such Confidential Information shall have become, through no fault of the Director, generally known to the public. The obligations of the Director under this subsection are in addition to, and not in limitation or preemption of, all other obligations of confidentiality which the Director may have to the Company under general legal or equitable principles.

 

(d) Non-competition and Non-solicitation. The Director agrees that commencing on the Commencement Date and for a period of one year after the Expiration Date, the Director will not, either individually or as owner, partner, agent, employee, or consultant, engage in any activity that competing with the Company directly or indirectly, and will not on his own behalf, or on behalf of any third party, directly or indirectly hire, discuss employment with, or recommend to any third party the employment of any employee of the Company or any of its affiliates who was actively employed by the Company or an affiliate during the term of this Agreement without regard to whether that employee has subsequently terminated his or her employment with the Company. The Director may continue to engage in any activities for third parties so long as such activities exclude the dissemination or disclosure of the Company’s Confidential Information. If at any time during the term of this Agreement there is doubt as to whether the Director’s professional activities comport with the terms of this Section 4(d), the Director must obtain consent from the Company in order to engage in the relevant activity, which consent will not be unreasonably withheld.

 

 C: 

3

 

 

6. Expenses. Upon submission of adequate documentation by the Director to the Company, the Director shall be reimbursed for all reasonable expenses incurred by him in connection with his positions as a member of the Board and for his services as a member of each committee of the Board to which he may be appointed.

 

7. Withholding. The Director agrees to cooperate with the Company to take all steps necessary or appropriate for the withholding of taxes by the Company required under law or regulation in connection herewith, and the Company may act unilaterally in order to comply with such laws.

 

8. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Company and its successors and assigns.

 

9. Recitals. The recitals to this Agreement are true and correct and are incorporated herein, in their entirety, by this reference.

 

10. Validity. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

 

11. Headings And Captions. The titles and captions of paragraphs and subparagraphs contained in this Agreement are provided for convenience of reference only, and shall not be considered terms or conditions of this Agreement.

 

12. Neutral Construction. Neither party hereto may rely on any drafts of this Agreement in any interpretation of the Agreement. Both parties to this Agreement have reviewed this Agreement and have participated in its drafting and, accordingly, neither party shall attempt to invoke the normal rule of construction to the effect that ambiguities are to be resolved against the drafting party in any interpretation of this Agreement.

 

13. Counterparts. This Agreement may be executed in one (1) or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

 

14. Miscellaneous. This Agreement shall be construed under the laws of the State of Nevada, without application to the principles of conflicts of laws. This Agreement constitutes the entire understanding between the parties with respect to its subject matter, and there are no prior or contemporaneous written or oral agreements, understandings, or representations, express or implied, directly or indirectly related to this Agreement that are not set forth or referenced herein. This Agreement supersedes all negotiations, preliminary agreements, and all prior and contemporaneous discussions and understandings of the parties hereto and/or their affiliates. The Director acknowledges that he has not relied on any prior or contemporaneous discussions or understandings in entering into this Agreement. The terms and provisions of this Agreement may be altered, amended or discharged only by the signed written agreement of the parties hereto.

 

[Remainder of Page Intentionally Left Blank]

 

 C: 

4

 

 

IN WITNESS WHEREOF, the parties hereto have executed this Independent Director Agreement as of the day and year first above written.

 

Aerkomm Inc., a Nevada corporation

 

Director:

         
         
By:   By:                   
Name: Jeffrey Wun   Name:
Title:   Chief Executive Officer      

  

 

5

 

 

 

 


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘S-1/A’ Filing    Date    Other Filings
Filed on:2/2/18
1/29/18
12/29/178-K
 List all Filings 


6 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 5/07/24  Aerkomm Inc.                      10-K       12/31/23  125:15M                                    EdgarAgents LLC/FA
 7/10/23  Aerkomm Inc.                      10-K       12/31/22  125:15M                                    EdgarAgents LLC/FA
 7/01/22  Aerkomm Inc.                      10-K       12/31/21  110:10M                                    EdgarAgents LLC/FA
 3/24/21  Aerkomm Inc.                      10-K       12/31/20   98:7.7M                                   EdgarAgents LLC/FA
11/05/20  Aerkomm Inc.                      S-1/A                 89:8.4M                                   EdgarAgents LLC/FA
10/21/20  Aerkomm Inc.                      S-1/A      10/20/20   94:14M                                    EdgarAgents LLC/FA
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Filing Submission 0001213900-18-001212   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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