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EXHIBIT 10.10 AGREEMENT TO SERVE AS A DIRECTOR
THIS AGREEMENT TO SERVE AS A DIRECTOR ("Agreement") is made as
of this 7th day of December 1998 by and between the parties: ▇▇▇▇ ▇▇▇▇▇, an
individual residing at
_______________________________________________________________ (hereinafter
referred to as "Hwang"), and TELESERVICES INTERNATIONAL GROUP INC., a Florida
corporation with its principal executive offices at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇, ▇▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (hereinafter referred to as the "Company").
It is mutually agreed by and between the parties as follows:
ARTICLE I
APPOINTMENT AND DUTIES
The Company hereby appoints Hwang to serve as a member of the
Board of Directors of the Company (a "Director"), and Hwang hereby accepts such
appointment, commencing effective January 1, 1999. While serving in the capacity
of a Director, Hwang shall act in a manner consistent with the Articles of
Incorporation and the Bylaws of the Company, and the Florida Business
Corporation Act.
ARTICLE II
INDEMNIFICATION
The Company shall provide to Hwang, to the full extent provided for
under the Company's Articles of Incorporation, the Company's Bylaws, and the
laws of the State of Florida, indemnification for any claim or lawsuit which may
be threatened, asserted or commenced against Hwang by reason of the fact that he
is or was a director, officer, employee or other agent of the Company, or is or
was serving at the request of the Company as a director, officer, employee or
other agent of another corporation, partnership, joint venture, trust, or other
enterprise or employee benefit plan, provided that indemnification shall not be
provided in violation of applicable law. The indemnification to be provided to
Hwang shall include coverage of him under officer and director liability
insurance policies maintained by the Company.
ARTICLE III
COMPENSATION AND EXPENSES
(A) Contemporaneously with the execution of this Agreement, the Company
shall ▇▇▇▇▇ ▇▇▇▇▇ options to acquire 1,000,000 shares of the Company's
restricted common stock at an exercise price per share equal to $.30. The
options shall vest (and shall become exercisable at the time they vest), subject
to termination of this Agreement, as follows: 50,000 options shall vest on the
first day of each month from January 1999 through April 1999; and 25,000 options
shall vest on the first day of each subsequent month for 32 consecutive months,
commencing May 1999. All options shall expire on December 31, 2003. The
following terms and conditions apply to the options: (i) both the number of
options and the exercise price are subject to appropriate adjustments in the
event of any stock split, stock dividend or other change in capital structure
affecting the Company's common stock, (ii) the options and the shares of common
stock issuable upon exercise of the options are subject to restrictions on
transfer, as required by applicable federal and state securities laws; (iii)
options which have not vested on or before the date of termination of this
Agreement shall terminate on such date, and (iv) notwithstanding the expiration
date, all vested options must be exercised within one year after termination of
this Agreement. Hwang acknowledges that by serving as a Director, he shall be
deemed an "affiliate" and/or a "control person" for purposes of reporting and
compliance under the rules and regulations of the Securities and Exchange
Commission.
TSIG/HWANG AGREEMENT PAGE 1 OF 2
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(B) Vesting of stock options may be accelerated in the discretion of
the Board of Directors or the Stockholders.
(C) Stock options in addition to those described above may be granted
from time to time in the discretion of the Board of Directors or the
Stockholders.
(D) The Company shall reimburse Hwang on a monthly basis for all
reasonable and necessary expenses, upon presentation by Hwang of an itemized
account of such expenditures, or, at the discretion of the Company, the Company
may advance such expenses to Hwang.
ARTICLE IV
TERM AND TERMINATION
(A) The term of this Agreement shall commence on January 1, 1999 and
shall end when terminated pursuant to this Article.
(B) This Agreement shall terminate immediately in the event that Hwang
ceases to be a Director of the Company for any reason whatsoever, voluntary or
involuntarily.
(C) Hwang may voluntarily terminate this Agreement at any time upon
written notice to the Company.
(D) The Company may terminate this Agreement by act of the Board of
Directors or by act of the Stockholders of the Company, in a manner consistent
with the Articles of Incorporation and the Bylaws of the Company, and the
Florida Business Corporation Act.
ARTICLE V
COUNTERPARTS AND FACSIMILE SIGNATURES
This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original, but all of which taken
together shall constitute one and the same instrument. Execution and delivery of
this Agreement by exchange of facsimile copies bearing the facsimile signature
of a party shall constitute a valid and binding execution and delivery of this
Agreement by such party. Such facsimile copies shall constitute enforceable
original documents.
IN WITNESS WHEREOF, the parties have executed this Agreement
and affixed their hands and seal the day and year first above written.
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▇▇▇▇ ▇▇▇▇▇
TELESERVICES INTERNATIONAL GROUP INC.
By:
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Chairman
TSIG/HWANG AGREEMENT PAGE 2 OF 2