**Exhibit10.20**

 

**PHOTOGENTECHNOLOGIES, INC.**

6175 Lusk BoulevardSan Diego, CA  92101

 

 

[date]

 

 

[name of director]

[address]

 

Re:                               DirectorCompensation

 

 

 

Dear [name of director]:

 

In consideration of your services as a non-employee member of the boardof directors of Photogen Technologies, Inc. (the “Company”) you are entitled toreceive the compensation set forth in this letter agreement effective as of **[                              ]**(the “Effective Date”).

 

**Cash**

 

•                  anannual fee of $20,000, which shall be payable quarterly;

•                  anadditional fee of $3,000 if you are a member of the Company’s compensationcommittee, payable annually upon your appointment to such committee; and

•                  anadditional fee of $5,000 if you are a member of the Company’s audit committee,payable annually upon your appointment to such committee.

 

**Options**

 

•                  abi-annual non-qualified option grant to acquire 60,000 shares of the Company’scommon stock to be issued pursuant and subject to the terms of the PhotogenTechnologies, Inc. 2000 Long Term Incentive Compensation Plan (the “Plan”), acopy of which has been provided to you

•                  The option vests7,500 shares quarterly for eightquarters commencing at the Effective Date.

•                  The option mustbe exercised on or prior to the tenth anniversary of this grant unless suchright expires and terminates sooner in accordance with this Letter Agreement orthe Plan.

•                  The per shareexercise price is **[$2.20/$1.30].**

•                  The option shallbe exercised by written notice directed to the Company at its principal office,specifying the number of shares to be acquired upon such exercise andindicating that the exercise is being paid for (i) in cash or (ii) ifapplicable, by a commitment by a broker-dealer to pay to the Company that

 

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portion of any sale proceeds receivable by you upon the exercise of theoption and sale of underlying shares.

•                  The option andall rights related thereto are non-assignable and non-transferable other thanby will or the laws of descent and distribution and shall be exercisable duringyour lifetime only by you or your guardian or legal representative.

•                  The option hasthe anti-dilution protection approved by the Board of Directors.

 

**Reimbursement**

 

Each director shall be reimbursed for the reasonable expenses he incursin connection with the exercise of his duties as a director of the Company.

 

**Insurance**

 

The Company shall maintain directors and officers insurance coverage atthe same or greater levels as currently in place.

 

**Indemnification Agreement**

 

The Company has (or shall) deliver an executed indemnificationagreement to you providing you with the same indemnification terms as providedto each other director.

 

Your receipt of the compensation set forth in this letter agreement iscontingent upon the following:

•                  yourattending at least two board meetings each year in person;

•                  yourbeing available for meetings by teleconference;

•                  yourbeing available for other necessary telephone calls;

•                  yourbeing available to serve on the audit, compensation and other committees to theextent that you are qualified and the Company requires;

•                  yourcommitment to serve on the Company’s board of directors for two years, ifnominated and elected; and

•                  yourexecution and delivery of a confidentiality agreement in the form proposed bythe Company.

 

Please consult with your tax advisor regarding possible taxconsiderations relating to the grant and exercise of any options awarded toyou.  This Letter Agreement shall notconstitute or be evidence of any agreement or understanding, express orimplied, that you have a right to continue as a member of the Company’s Boardof Directors for any period of time.

 

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Please acknowledge your acceptance of the terms of this letteragreement by signing below.

 

 
|   | Sincerely,                             |
|--------|----------------------------------------|
|   |                                   |
|   |                                   |
|   | Taffy J. Williams, Ph.D.               |
|   | President and Chief Executive  Officer |

 

 

 

Agreed and acknowledged on this        day of                                 ,             .

 

 
|               |   |
|--------------------|--------|
| [name of director] |

 

 

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