Amended and Restated Board Member Service Agreement between Premier Power Renewable Energy, Inc. and Robert Medearis

This Amended and Restated Agreement to Serve as Member of the Board of Directors  (the “Agreement”) is entered into by and between PREMIER POWER RENEWABLE ENERGY, INC. (hereinafter referred to as PPRE) and Robert (“Bob”) Medearis  (hereinafter referred to as MEDEARIS) and replaces in its entirety the Agreement to Serve as Member of the Board of Directors dated October 30, 2008 (the “Original Agreement”) and previously executed by the parties to this Agreement.  This Agreement is dated as of December 19, 2008.

WHEREAS PPRE is a corporation duly organized and existing under the laws of the State of Delaware.

WHERAS  MEDEARIS is an individual  who has vast corporate executive experience

WHEREAS as a result of MEDEARIS qualifications, PPRE desires nominate and to elect  MEDEARIS to serve on its Board of Directors (hereinafter referred to as BOARD)

WHEREAS MEDEARIS is willing to accept said nomination and election as a member of the BOARD

WHEREAS the Original Agreement did not take effect and the parties now desire to enter into this Agreement to memorialize the parties’ understandings and agreements regarding MEDEARIS’ service on the BOARD.

NOW IN CONSIDERATION FOR THE MUTUAL PROMISES, COVENANTS, AND CONDITIONS CONTAINED HEREIN , IT IS AGREED AS FOLLOWS:

1.

Should MEDEARIS be elected by the required vote of PPRE shareholders or by the BOARD to serve on the BOARD, MEDEARIS hereby agrees to accept his membership on the BOARD and to dutifully serve.  MEDEARIS agrees to continue to accept his election of said member of the BOARD  and to so serve for  a period of no less  through October 15, 2011, subject to re-election by the required vote of PPRE shareholders at PPRE’s annual meeting of shareholders.

2.

MEDEARIS or his authorized designee Andrew Hargadon shall be required to attend at least  Two (2) “In Person” BOARD Meetings, and two  (s) additional Telephonic BOARD Meetings per year, provided, however, that MEDEARIS agrees that he shall not delegate to Andrew Hargadon any and all of his managerial duties and obligations as a director including but not limited to MEDEARIS personally reviewing all information provided to each member of the BOARD for review and MEDEARIS personally making all of his own decisions required of him as a director (including but not limited to director voting decisions) regarding PPRE’s business and management.

 

 

3.

PPRE shall pay to MEDEARIS as and for his compensation to serve as a member of its BOARD the following:

a.

One Thousand Two Hundred and Fifty Dollars ( $1,250.00)  for Telephonic Board Meetings, and Two Thousand Five Hundred Dollars  ($2,500.00) per  in Person BOARD Meeting plus travel expenses to and back from said BOARD Meeting.  Such Travel shall include a Coach Air Line Ticket, and “On Ground”  transportation, to and back from the respective Airports and BOARD  Meeting Rooms. MEDEARIS shall receive no additional compensation  hereunder for attending the “Telephonic BOARDMeetings”

 

b.

The right to receive Fifty Thousand (50,000) of Common Class “A” Voting Stock.  Said  Stock shall vest to MEDEARIS as follows:

i)

Upon the completion of first full year of service on the BOARD, 33% of the total shares due  to MEDEARIS shall vest,

	ii)	Upon the completion of the second full year of service on the BOARD 33% of the total shares due  to MEDEARIS shall vest,
	iii)	The remaining shares shall vest to MEDEARIS after the completion of third full year of service.

 

For purposes of this Provision, MEDEARIS shall be required to use reasonable best efforts to serve at each of the Board Meetings described in Paragraph 2 above, in order for said shares to vest. However not withstanding anything to the contrary MEDEARIS may have Andrew Hargadon substitute for MEDEARIS in attending the Board meetings for up to 50% of such Board meetings, provided, however, that MEDEARIS will subsequently obtain and review all information provided to Andrew Hargadon at the Board meetings and MEDEARIS further agrees that he will not delegate to Andrew Hargadon and he will personally perform any and all of his duties as a director, including but not limited to any voting decisions regarding the corporation and its business that are raised for consideration at the Board meetings.

However notwithstanding the foregoing, should the shareholders , for any reason, other than for cause, fail or refuse to nominate and elect MEDEARIS, after his first full year of service as a member of the BOARD, then so long as MEDEARIS remains ready, willing and able to so serve, he shall be deemed to have so satisfied the provisions of attendance and dutiful service  so as to obtain the herein described shares.

 

The shareholders failure of refusal to nominate and elect MEDEARIS shall be considered “for cause” if any of the following events are  discovered  and or occur:

4.

In addition to the compensation provided above, PPRE shall maintain, at its own costs and expense Directors Errors and Omission Insurance in an amount of no less than Two Million Dollars ($2,000,000), specifically including MEDEARIS and the other BOARD Members as insured.  Should the subject insurance coverage not be sufficient to cover any losses  occasioned by actions of the BOARD, then  PPRE agrees to indemnify and hold MEDEARIS harmless from and against any loss, damages, costs, expenses, liabilities, and or causes of action, which may arise as a result of his dutiful and responsible performance of his duties as a member of the BOARD.

5.

MISCELLANEOUS PROVISIONS:

           a)           The parties hereto agree to execute any and all documents necessary to effectuate the intent of this  Agreement.  Furthermore, the parties hereto agree to comply with all statutory requirements with respects to the transfer of the shares.

           b)           This  Agreement shall be the full and final Agreement between the parties and shall constitute the full and final Agreement between the parties with respect to the subject matter of this  Agreement.  This Agreement shall supersede any prior or contemporaneous Agreement, oral or written, between the parties.

           c)           If any provision of this  Agreement shall be found to be invalid or unenforceable in any respect, the remainder of the Agreement shall remain in full force and effect.  The Agreement shall be interpreted to provide a full and reasonable commercial interpretation.

           d)           Any and all modifications to this  Agreement must be undertaken in writing  and signed by all parties.

           e)           This  Agreement shall be interpreted according to the laws of the State of California.  If any suit or litigation is instituted it shall be brought in Sacramento, California.  The prevailing party in any such litigation shall be entitled to their reasonable attorney’s fees and costs.

           f)           All parties warrant that they possess the full authority and capacity to enter into this  Agreement and bind their respective associates.

           g)           This Agreement may not be assigned by MEDEARIS and services contracted for herein are specific to MEDEARIS  and may not be delegated and or assigned to any other person other than MEDEARIS except as detailed herein.