Exhibit 10.1
July10, 2018
Mr.Corbett Kull
POBox 2840
Palatine, IL 60078
DearMr.Kull:
Onbehalf ofAgEagle Aerial Systems, Inc., a Nevadacorporation (the“Company”), Iam pleased to inviteyou to join theCompany’s Board of Directors (the“Board”).If youaccept,you willserve as aDirector from the date thatyousign this letter ofappointment (the “Effective Date”) untilthe date uponwhichyou are notre-elected oryour earlier removal orresignation.
Youshall have all responsibilities of aDirector imposedbyNevadaorapplicable law, and theArticles ofIncorporation and Bylaws of theCompany, asmay beamended from time to time. You mayalso berequested toserve on acommittee of theBoard. Theseresponsibilities shall include, butshall not belimited to, thefollowing:
· | Telephonic meetingswith the CEO, theBoard and similarparties, and occasionalin-person scheduled meetings of theBoard; |
· | Participationin thedevelopment and refinementof theCompany’s strategicplan,business plan and long-term vision; |
· | Assisting the Companyin achievingstated milestones; and |
· | Representingthestockholders and the interests of the Companyas afiduciary. |
Inconsideration foryourservices and uponapprovalby ourBoard ofDirectors,you will receive the following compensation. Theterms and conditions of the stock optiongrants will bepursuant to theterms of astock optionagreement.
· | An initialgrant of 41,250 stock optionsat an exerciseprice of $1.77 per share (the“Initial Grant”). The Initial Grant isexercisablefor aperiod of fiveyears and vests inequal quarterlyinstallments over a one-year periodfrom thedate ofgrant. |
· | A quarterlygrant of 16,500 with anexercisepriceat thecurrent market price of theCompany’s common stock at the time ofissuance (the “Quarterly Options”). The Quarterly Options areexercisablefor a period of fiveyears from the date ofgrant andvestinequal quarterly installmentsoveraperiod oftwo years from the date ofgrant. |
You willreceive indemnificationas aDirector of the Company to the maximum extentextended toDirectors of the Companygenerally, as set forth in theCompany’s Articles ofIncorporation, Bylaws, and the Directorsand Officers insurance coveragethe Company maintains.
By accepting thisoffer, you arerepresenting tous that (i)you do not know ofany conflict that wouldrestrictyour service on the Board, (ii) there is nothing inyour background that would disqualifyyou from serving on theBoard, and (iii)you will not provide the Company withanydocuments, records, or otherconfidential informationbelonging to other parties. Since we are a publiccompany, ifasked,you willcomplete a Director’sQuestionnaire and agree to a backgroundcheck.
I hope that thisoffer is satisfactory toyouand I lookforward toyour joining theCompany’s Board ofDirectors. Please indicateyouracceptanceof thisofferby signingbelow and returning one copy of thisoffer to meas soon as possible. By signingbelow,youacknowledge thatyouhave read thisagreement and fully understand the natureand effect of itand theterms containedherein and that thesaid terms arefair andreasonable and correctly set outyour understandingand intention.
Corbett, I very much lookforward tohavingyou on theBoard ofAgEagle, and working withyou toachieve great things for thiscompany.
Very trulyyours,
Bret Chilcott Director & CEO
Iaccept the position on theBoard ofDirectors ofAgEagle Aerial Systems,Inc., under the termsand conditions set forth herein.
7/10/2018 | ||
Corbett Kull | Date |