Safetek International Inc.
Oriens Life Sciences Ltd.
23 Aminadav St.
Tel Aviv, Israel, |logo|
67898
Tel: +972-3-5613468
Fax: +972-3-5613465
Email:
Info@oriensls.com
www.oriensls.com
February 5, 06
Re: SERVICE ON THE BOARD OF DIRECTORS OF SAFETEK INTERNATIONAL INC.
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Dear Prof. Koltin,
I am pleased to write to you and request your consent to serve as member of the
Board of Directors of SafeTek International Inc. (respectively, the "BOARD" and
the "COMPANY"), subject to the following terms and conditions:
1. While serving as member of the Board, you shall act pursuant to any
applicable law. Your agreement to serve as member of the Board is
conditioned, among others, upon your agreement not to directly or
indirectly use or disclose any confidential non-public information of the
Company for any reason, including, without limitation, in connection with
the purchase or sale of the securities of the Company. Any such use or
disclosure would constitute a violation of securities laws.
2. As a director of the Company, you are expected to maintain loyalty to the
Company and to not take any action that would directly or indirectly
promote any competitor or impair the Company's interests. Subject to the
foregoing, you may engage in other business or charitable activities to
the extent that they do not interfere or create a conflict with your
fiduciary obligations to the Company.
3. Specifically, but not exclusively, your duties and responsibilities will
include the following: (i) to participate in all meetings of the Board and
stockholders of the Company; (ii) to serve on such committees of the Board
as required by the Company; (iii) to provide strategic guidance and advice
to the senior management of the Company with respect to the management of
the operations of the Company; and (iv) to provide support and guidance to
the senior management of the Company in their efforts.
4. In consideration for your service as a member of the Board, the Company
shall pay you an amount of US$ 400 for each meeting of the Board or any
committee thereof in which you participate. The fee increases to $500 if
the aggregate investment exceeds $3,000,000 after said date.
5. In addition, and subject to the execution of an option grant agreement
between you and the Company in a standard form used by the Company (the
"OPTION AGREEMENT"), you shall be entitled to participate in the Employee
Stock Option Plan adopted by the Company (the "ESOP"), under the following
terms and conditions:
6. You shall receive options to purchase 451,041 shares of Common Stock of
the Company, par value US$ 0.0001 each, at an exercise price per share
equal to 90% of the last transaction price quoted for such date by the
NASDAQ system or the NASDAQ National Market, as of the Stock Option
Agreement date, according to the company Employees/Consultants/Directors
Stock Compensation Plan; (the "Options").
7. The vesting period of the Options will commence from the second year and
will be in 12 equal quarterly installments of the Common Stock to which
the Options pertain over a period of 36 months, on the last date of each
calendar quarter from and after the first anniversary year from the
agreement date and so long as you hold such office. If your service as
member of the Board terminates prior to the full vesting of the Options,
for any reason whatsoever, the unvested portion of the Options shall be
cancelled. Vested Options will be exercisable for a period of 3 months
after termination of this Agreement.
8. For the avoidance of doubt, the terms set forth in this Section are in
addition to terms and conditions set forth in the ESOP and in the Option
Agreement as determined by the Board, in its sole discretion, and the
grant of the Options shall be subject to your execution of the Option
Agreement and all ancillary documents.
9. In special cases, and subject to the execution of a consulting agreement
between you and the Company in the form attached as EXHIBIT A hereto (the
"CONSULTING AGREEMENT") and all ancillary documents thereof, the Company
may ask you for additional consulting services. Such services will be
provided by you pursuant to the terms of the Consulting Agreement and
against the compensation detailed therein.
10. During the term of your service and thereafter, and subject to the
execution of an indemnification agreement between you and the Company in
the form attached as EXHIBIT B hereto (the "INDEMNIFICATION AGREEMENT")
and all ancillary documents thereof, the Company shall indemnify you to
the full extent permitted by law and the incorporation documents of the
Company for all expenses, costs, liabilities and legal fees which you may
incur in the discharge of your duties hereunder, all pending your
execution of the Indemnification Agreement and subject to all terms and
conditions set forth therein.
Please indicate your acceptance to the terms of this letter by signing and
dating it and returning a counterpart hereof to us.
Note that your appointment as member of the Board of Directors of the Company is
subject to the approval of the Company's directors and/or shareholders.
Sincerely yours,
/s/ Amnon Presler
Amnon Presler, CEO
Phone: 03-5613468
Mobile: 054-7353561
I agree to all terms of this letter.
Sig: /s/ Yigal Kolton
Name: Prof. Yigal Kolton
Date: February 5, 2006