Northwest Biotherapeutics, Inc. 18701 120th Avenue NE Suite 101 Bothell, WA 98011 ###-###-#### ###-###-#### f ###-###-#### www.nwbio.com OTCBB: NWBT
EX-10.9 12 v31294exv10w9.htm EXHIBIT 10.9 exv10w9
EXHIBIT 10.9
Northwest Biotherapeutics, Inc. 18701 120th Avenue NE Suite 101 Bothell, WA 98011 | t (425)  ###-###-#### (800)  ###-###-#### f (425)  ###-###-#### | www.nwbio.com OTCBB: NWBT |
June 14, 2007
Mr. R. Steve Harris
Old Tiles
Westwood Road
Windlesham
Surrey
GU20 6NB
Old Tiles
Westwood Road
Windlesham
Surrey
GU20 6NB
Dear Mr. Harris:
On behalf of the Board of Directors of Northwest Biotherapeutics, Inc. (the Company), I wish to extend to you an invitation to join the Board of Directors. Your appointment is conditioned on the admission of the Companys shares of common stock to trading on the London Stock Exchanges AIM market and will be effective from the date of such admission.
Your appointment will continue, and the terms of this letter will apply, until terminated pursuant to the bylaws of the Company.
In your role as a member of the Board of Directors, you will be expected to attend all meetings of the Board of Directors of the Company and general meetings of the Companys stockholders and such other meetings relating to the Company as it is appropriate for you to attend for the performance of your role. Prior to each meeting of the Board, you will be informed of the time and location of the meeting and will receive copies of any relevant documents to be discussed at the meeting.
Your compensation for service on the Board of Directors will be approximately £2,500 per month (equivalent to £30,000 per year), paid in monthly installments on the first business day following the month in which it is earned. To receive each payment, you must be Director of the Company on the last day of the month for which it is earned. While the Company anticipates that your annual compensation will not be decreased in subsequent years, the Company reserves the right to modify your compensation prior to the beginning of any calendar year. You may also be eligible for grants under the 2007 Stock Option Plan, which will be determined in the Companys discretion.
As a Director, you will be required to comply with the reporting and trading requirements of Section 16 of the Securities Exchange Act of 1934 and the Companys share trading policy. Please contact Jim Johnston for more information on the requirements of the Act and the Companys internal compliance procedures.
In addition to the indemnification provisions in the Companys bylaws and certificate of incorporation, the Company will enter into an indemnification agreement with each director, a copy of which is attached.
If you are asked to join the board of another company, please be aware that you are required to discuss the invitation with me or Jim Johnston so that we can determine whether there are any present or potential conflicts associated with joining the other board.
We look forward to having you join us as a member of the Board. I would appreciate you contacting me to discuss this matter further if you have any questions. I would be grateful if you would indicate your acceptance of your appointment by signing the attached copy of this letter.
Very truly yours,
Alton L. Boynton
President & Chief Executive Officer
President & Chief Executive Officer
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Steve Harris:
Date:
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