Exhibit 10.19
ROAMING MESSENGER (R)
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October 16, ▇▇▇▇
▇▇▇ ▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Re: Letter Agreement
Dear ▇▇. ▇▇,
This document serves as a letter agreement (the "Agreement") for the
engagement of you, ▇▇▇ ▇▇ ("Director"), by Roaming Messenger Inc. (the
"Company") as director on the Company's Board of Directors.
Section 1. SERVICES TO BE RENDERED
(a) The Company understands that you, Director, will participate on the
Company's Board of Directors in accordance with the Company's charter.
(b) Director agrees to devote such reasonable and sufficient time to
the performance of its Director services under this engagement as Director
determines in good faith to be reasonably necessary to perform such services.
Section 2. COMPENSATION AND TERM
(a) The term of the Engagement is from OCTOBER 16, 2006 to OCTOBER 15,
2007.
(b) Director shall receive from Company a stock option grant to
purchase 1,000,000 shares of the Company's common stock under the Company's 2003
Stock Option Plan, at an exercise price of $0.01, per share, the fair market
value of the Company's stock on the date of the grant. These options shall vest
monthly over a 12 month period, or 83,333 shares per month.
Section 3. REIMBURSEMENT OF EXPENSES
The Company shall reimburse Director for authorized expenses incurred
by Director in the performance of his duties, provided that such expenses are
reasonable in amount, incurred for the benefit of the Company, and are supported
by itemized accountings and expense receipts submitted to the Company prior to
any reimbursement.
Section 4. CONFIDENTIALITY
Director shall hold in confidence and not utilize, other than for the
benefit of the Company as a fiduciary, nor disclose to any person or party,
except on a need to know basis for the benefit of the Company, any of the
valuable, confidential, and proprietary business, financial, technical,
economic, sales, and/or other types of proprietary business information relating
to the Company (including all trade secrets), in whatever form, whether oral,
written, or electronic (collectively, the "Confidential Information"), to which
Director has, or is given (or has had or been given), access as a result of this
engagement and the relationship between the Company and Director. In rightfully
disclosing Confidential Information under this Agreement, Director will not do
so without appropriate protective treatment of the applicable Confidential
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P (805) 683-ROAM (7626) F (▇▇▇) ▇▇▇-▇▇▇▇
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Information prior to its disclosure. Section 4 of this Agreement shall survive
the termination of this Agreement
Section 5. INDEPENDENT CONTRACTOR
(a) Director acknowledges that in performing services pursuant to this
Agreement, Director (a) shall be an independent contractor and not an employee
of the Company, (b) shall not be entitled to participate in any fringe benefit
programs established by the Company for the benefit of its employees, and (c)
shall be solely responsible for paying prior to delinquency, and shall
indemnify, defend, and hold the Company free and harmless from and against, all
income taxes, self-employment taxes, and other taxes (including any interest and
penalties with respect thereto) imposed on the fees and expense reimbursements
paid by the Company to Director pursuant to this Agreement.
Section 6. TERMINATION
Either party may terminate this agreement upon 30 days prior written
notice to the other party.
Section 7. GENERAL PROVISIONS
(a) This Agreement (i) represents the entire understanding of the
parties with respect to the subject matter hereof, and supersedes all prior and
contemporaneous understandings, whether written or oral, regarding the subject
matter hereof, and (ii) may not be modified or amended, except by a written
instrument, executed by the party against whom enforcement of such amendment may
be sought. Notwithstanding the foregoing, Director shall have such duties and
obligations, and shall have such rights, as are available under the Company's
articles of incorporation and bylaws and applicable provisions of Nevada law for
directors of corporations organized under Nevada law.
(b) This agreement shall be construed in accordance with, and governed
by, the laws of the State of California, without regard to choice of law rules
or the principles of conflict of laws. Venue for any action brought regarding
the interpretation or enforcement of this engagement shall lie exclusively in
Santa ▇▇▇▇▇▇▇ County, California.
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P (805) 683-ROAM (7626) F (▇▇▇) ▇▇▇-▇▇▇▇
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Please confirm the foregoing is in accordance with your understandings and
agreements with the Company by signing below. Accepted and agreed as of the date
first written above;
COMPANY DIRECTOR
Roaming Messenger Inc. ▇▇▇ ▇▇
By By:
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▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, as Chairman ▇▇▇ ▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Roaming Messenger Inc.
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Date 10/16/2006 Date 10/16/2006
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P (805) 683-ROAM (7626) F (▇▇▇) ▇▇▇-▇▇▇▇
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