Board Member Contract
EX-10.12 16 ex10-12.htm BOARD MEMBER AGREEMENT - ROBERT HOLDSWORTH ex10-12.htm
Exhibit 10.12
Board Member Contract
As a member of the Board of Directors of Energy Edge Technologies Corp, I have a legal and fiduciary responsibility to ensure that the Company does the best work possible in pursuit of its goals and in the interests of the Company’s shareholders. I support the purpose and mission of the Company and pledge my commitment to assist in carrying out its work.
As a board member, I will consistently act responsibly and prudently. I understand my duties to include:
| | 1. | Legal, fiscal and fiduciary responsibility, along with my fellow board members, for the well-being of this Company and its shareholders. As such, it is my responsibility to: |
| | · | Assist in raising funds for the company pre-ipo and post public. |
| | · | International Expansion Efforts and Contact contribution |
| | · | Joint ventures and strategic alliance facilitation |
| | · | Advisory with respect to banking services relating to Energy Edge Technologies |
| | · | Facilitating finance solutions for company and clients to grow the company |
| | · | Assist in promoting stock |
| | · | Take company on road shows to various broker dealers when company gets listed on the NASDAQ. |
| | · | Assist in expanding Energy Edge sales force |
| | · | Corporate equity/debt issuance and follow on financings |
| | 2. | Attendance at 5 board meetings per year mandatory. Should I be unable to attend a meeting, I will, if needed, be available for telephone consultation. Additionally, I will serve on at least one board committee. |
| | 3. | Working in good faith with my fellow board members and staff toward the achievement of the Company’s goals. Should I fail to fulfill these commitments to the Company, I understand that the Board Chairman will call upon me to discuss my responsibilities. Should there come a time where I am no longer able to fulfill my obligations to the Company, it will be my responsibility to resign my position as a member of the Board of Directors. |
As a board member, I understand that the Company will be responsible to me in the following ways:
| | 1. | I will be sent, without request, quarterly financial reports and an update of Company all activities that allow me to meet the “prudent person” standards of the law. Further, I expect that I will have information about programs and policies, goals and objectives as appropriate. |
| | 2. | Opportunities will be provided for me to discuss with the Chairman and the Officers of Company, the Company’s programs, goals, activities and status. |
| | 3. | It is expected that board members and the Chairman will respond in a straightforward fashion to questions that I feel are necessary to carry out my fiscal, legal and fiduciary responsibilities to the Company. |
| | 4. | Board members and the Chairman will work in good faith with me towards achievement of our goals. |
| | 5. | If the Company does not fulfill its commitments to me, I may call upon the Chairman to discuss the Company’s responsibilities to me. |
| | 6. | The Company will carry directors’ and officers’ liability insurance. |
| | 7. | My compensation for service as a Board Member shall be 200,000 shares and $50,000 in options per annum. |
_________________________________
Name: Robert Holdsworth
Title: Chairman
Date: 6-23-2010
_________________________________
Name: Robert Holdsworth
Date: 6-23-2010
