EXHIBIT 4.2
DIRECTOR COMPENSATION AGREEMENT
This Director Compensation Agreement (the "Agreement") is made and
entered into as of February 28, 2003 by and between Nova International Films,
Inc. (the "Company"), a Delaware corporation, and Yau-sing Tang ("Tang") with
reference to the following:
A. Tang has been duly appointed as a director of the Company.
B. The parties hereto desire to set forth the terms of the
compensation for Tang acting in the capacity as director of
the Company.
NOW, THEREFORE, in consideration of the mutual promises and covenants
set forth in this Agreement, the receipt and sufficiency are hereby
acknowledged, the parties hereto agree as follows:
1. Issuance of Shares. For the period commencing on the date hereof and
terminating on the earlier to occur of (a) the second anniversary of the date
hereof, or (b) the date when Tang ceases to act as a director of the Company,
either by reason of resignation, removal or otherwise (the "Term"), the Company
shall issue to Tang the following shares (the "Shares") for each month (or
portion thereof) in which Tang is acting as a director: 30,000 Shares. It is
expressly agreed that the compensation set forth herein shall be the sole and
exclusive compensation payable to Tang for acting in the capacity as a director.
Notwithstanding the foregoing, nothing herein shall preclude the Company and
Tang from agreeing to additional compensation for services to be rendered by
Tang in a capacity other than acting as a director.
2. Registration Rights. As soon as practicable after the date hereof,
the Company shall file a Registration Statement on Form S-8 covering the resale
of the Shares. Pending effectiveness of the Registration Statement, Tang
acknowledges that the Shares shall be restricted shares as such term is defined
in Rule 144 under the Securities Act of 1933, as amended. Tang further
acknowledges that the certificate(s) evidencing the Shares which are restricted
shares shall bear a customary Rule 144 legend.
3. No Commitment. In entering into this Agreement, the Company is not
committing to having Tang serve as director for any particular period of time,
and the Company shall have no liability to Tang hereunder in the event that the
Company or the board of directors removes Tang as a director or does not agree
to name Tang to the management slate in connection with the election of
directors.
4. Miscellaneous.
(a) This Agreement shall be governed and construed in accordance with
the laws of the State of Delaware, without giving regard to the conflict of laws
provisions thereof.
(b) This Agreement constitutes the entire agreement of the parties with
respect to the subject matter hereof and supercedes all prior agreements and
understandings of the parties, oral and written, with respect to such subject
matter.
(c) This Agreement may be executed in counterparts, each of which shall
be deemed an original, but both of which together shall constitute one and the
same instrument. Each party hereto may receive by delivery or facsimile
transmission or other electronic means a duplicate original of the Agreement
executed by the other party, and each party agrees that the delivery of the
Agreement by facsimile transmission or other electronic means will be deemed to
be an original of the Agreement so transmitted.
IN WITNESS WHEREOF, the parties have executed this Agreement on the
date and year first above written.
Nova International Films, Inc.,
a Delaware corporation
By:
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Yau-sing Tang