Director Compensation Agreement between Rubincon Ventures Inc. and Donald A. Wright (March 29, 2006)
Rubincon Ventures Inc. and Donald A. Wright have agreed on the terms of Mr. Wright's compensation for serving as a board member. Mr. Wright will receive a quarterly fee of $2,500, paid at the start of each quarter, with the first payment prorated from his start date. He will also receive options to purchase 25,000 shares of company stock at $1.00 per share, with half vesting immediately but exercisable after six months, and the remainder vesting after one year. The agreement is effective as of March 29, 2006.
RUBINCON VENTURES INC.
1313 East Maple Street
Suite 223
Bellingham, WA 98225
(360) 685-4240
March 29, 2006
Mr. Donald A. Wright
2655 Camino Del Rio North
Suite 450
San Diego, CA 92108
Re: Rubincon Ventures Inc.
Dear Donald:
On behalf of Rubincon Ventures Inc. (the "Company"), I am pleased to set forth in this letter our agreement regarding your compensation for serving as a member of the board of directors effective as of the date of this letter. We are excited that you have joined the board and look forward to the contributions your expertise will give to the Company.
A quarterly director's fee of $2,500 will be paid to you in quarterly installments, with each installment paid at the beginning of each calendar quarter, except for the first installment, which shall be pro-rated from February 15, 2006 the date you became a director, and shall be paid to you promptly.
You will also receive options to purchase 25,000 shares of common stock of the Company exercisable for ten years from the date of this letter for an exercise price of $1.00 per share. Fifty percent (50%) of these options (or options to purchase 12,500 shares of common stock of the Company) will vest on March 29, 2006, the date of issuance, but shall not become exercisable until September 29, 2006 (six months thereafter), and the remaining fifty percent (50%) of the options will vest one year thereafter, on March 29, 2007.
If the foregoing sets forth your understanding of our agreement, please execute and return the attached copy of this letter.
We look forward to a long and productive association.
Very Truly Yours,
RUBINCON VENTURES, INC.
/s/Guy Peckham
By: ______________________________
Guy Peckham, President
AGREED AND ACCEPTED:
/s/ Donald A. Wright
______________________________
Donald A. Wright
Dated: March 29, 2006
