f8k020810ex10i_cinnebar.htm


    Exhibit 10.1

     

    
       

      AGREEMENT
FOR CHAIRMAN OF BOARD OF DIRECTORS

      
        
          

        

      

       

      This
Agreement for Chairman of Board of Directors (the "Agreement") is effective
[DATE],

       

      
        	
                BETWEEN:

              	
                Cinnabar
      Ventures, Inc. (the
      "Company"), a company organized and existing under the laws
      of Nevada, with its head office located
  at:

              
	 	 
	 
      	
                17595
      S Tamiami Trail, Suite 300

                Fort
      Myers, FL 33908

              
	 	 
	
                AND:

              	
                Linda
      Starr (the
      "Director"), an individual located at:

              
	 	 
	 
      	
                4415
      Lago Viento

                Austin,
      TX 78734

              


      

       

      THIS
AGREEMENT is made and entered into effective as of February 7, 2010 (the
"Effective Date"), by and between Cinnabar Ventures, Inc. a Nevada corporation,
("Company") and Linda Starr, an individual ("Director").

       

      1.
`    TERM

       

      
        	
                a)  

              	
                This
      Agreement shall continue for a period of three years from the Effective
      Date and shall continue thereafter for as long as Director is elected as
      Chairman of the Board of Directors ("Chairman") of
  Company.

              


      

       

      
        	
                b)  

              	
                Notwithstanding
      the foregoing and provided that Director has neither voluntarily resigned
      nor been terminated for "cause", Company agrees to use its best efforts to
      reelect Director to the Board for a period of two years at the 2013 Annual
      Meeting of the Shareholders.

              


      

       

      2.     POSITION AND
RESPONSIBILITIES

       

      
        	
                a)  

              	
                Position.
      Company hereby retains Director to serve as Chairman of the Board of
      Directors. Director shall perform such duties and responsibilities as are
      normally related to such position in accordance with Company's bylaws and
      applicable law, including those services described on Exhibit A, (the
      "Services"), and Director hereby agrees to use his best efforts to provide
      the Services. Director shall comply with the statutes, rules, regulations
      and orders of any governmental or quasi-governmental authority, which are
      applicable to the performance of the Services, and Company's rules,
      regulations, and practices as they may from time-to-time be adopted or
      modified.

              


      

       

      
        	
                b)  

              	
                Other
      Activities. Director may be employed by another company, may serve on
      other Boards of Directors or Advisory Boards, and may engage in any other
      business activity (whether or not pursued for pecuniary advantage), as
      long as such outside activities do not violate Director's obligations
      under this Agreement or Director's fiduciary obligations to the
      shareholders, except as set forth in Exhibit B. The ownership of less than
      a 6 % interest in an entity, by itself, shall not constitute a violation
      of this duty.

              


      

       

      
        	
                c)  

              	
                Except
      as set forth in Exhibit B, Director represents that, to the best of his
      knowledge, Director has no outstanding agreement or obligation that is in
      conflict with any of the provisions of this Agreement, and Director agrees
      to use his best efforts to avoid or minimize any such conflict and agrees
      not to enter into any agreement or obligation that could create such a
      conflict, without the approval of the Chief Executive Officer or a
      majority of the Board of Directors.

              


      

       

       

      
      

       

        
          

        

      

      
        	Agreement For
      Chairman Of Board Of Directors 	 Page 1 of
      8


      

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
         

        
          	
                  d)  

                	
                  If,
      at any time, Director is required to make any disclosure or take any
      action that may conflict with any of the provisions of this Agreement,
      Director will promptly notify the Chief Executive Officer or the Board of
      such obligation, prior to making such disclosure or taking such
      action.

                


        

         

      

      3.     COMPENSATION
AND BENEFITS

       

      
        	
                a)  

              	
                Director's
      Fee. In consideration of the services to be rendered under this Agreement,
      Company shall pay Director a fee at the rate of $120,000 per year, which
      shall be paid monthly, in advance, at a rate of $10,000 per
      month.

              


      

       

      
        	
                b)  

              	
                Stock
      and Stock Options. Company acknowledges that Director is an owner of both
      Common and Preferred Stock and holds an option to purchase stock in
      Company, and that the rights attributable to these securities (the
      "Securities") shall not be affected by the execution of this Agreement. In
      addition, in consideration of the services to be rendered under this
      Agreement, Company agrees to grant Director the following 500,000 stock
      options subject to the approval of the Board of Directors (the "Options"):
      (1) an option to purchase 500,000 shares of Company's Stock at an exercise
      price of $0.01 per share, which shall be fully vested on the Effective
      Date.

              


      

       

      
        	
                c)  

              	
                In
      the event (i) of a merger, change in control or sale of Company or (ii)
      Director either is terminated as a board member or is not reelected, where
      the Director has not engaged in conduct during his tenure on the board
      which would constitute "cause" for such termination, as determined by a
      majority vote of the disinterested board members, any additional shares
      granted which are unvested shall immediately become fully
      vested.

              


      

       

      
        	
                d)  

              	
                Termination
      for Cause. Company shall have the right to terminate this Agreement and
      Executive's employment hereunder for cause upon written notice to
      Executive. The term "cause" shall mean Executive must have (i) been
      willful, gross or persistent in Executive's inattention to Executive's
      duties or Executive committed acts which constitute willful or gross
      misconduct and, after written notice of the same has been given to
      Executive and he has been given an opportunity to cure the same within
      thirty (30) days after such notice; or (ii) committed fraud against the
      Company. If Executive's employment is terminated for cause, as defined
      above, and Executive does not consent to such termination, the existence
      of such cause shall be determined by an independent arbitrator appointed
      by the American Arbitration Association. In connection with the
      appointment of an arbitrator, both parties agree to submit the question to
      final and binding arbitration by an appointee of the American Arbitration
      Association and to cooperate with the arbitrator, with all costs of
      arbitration paid by the Company.

              


      

       

      
        	
                e)  

              	
                The
      removal of Director as Chairman, by itself, shall not affect the vesting
      schedule. The Options shall be subject to the terms and conditions of
      Company's standard Stock Option Agreement, as modified by this Agreement.
      During the term of this Agreement, Director may be granted additional
      stock options or other equity rights, as determined by Company's
      Compensation Committee, in its sole
discretion.

              


      

       

      
        	
                f)  

              	
                Benefits.
      Company will provide Director and their household with medical, dental,
      eye-care, disability and life insurance benefits in accordance with the
      benefit plans established by Company for its senior executives (as may be
      amended from time to time in Company's sole discretion) to the extent
      allowed under the terms of such plans and will pay all premiums for
      coverage of Director and his family, including his domestic partner.
      Director shall also be eligible to participate in any additional benefits
      made generally available by Company to its senior executives, to the
      extent allowed by the benefit plans established by Company, which may be
      amended or terminated at any time in Company's sole discretion; except
      that Director shall not be entitled to any paid vacation
      leave.

              


      

       

      
        	
                g)  

              	
                Expenses.
      The Company shall reimburse Director for all reasonable business expenses
      incurred in the performance of his duties hereunder in accordance with
      Company's expense reimbursement
guidelines

              


      

       

       

      
        
          

        

        
          	Agreement For
      Chairman Of Board Of Directors 	 Page 2 of
      8


        

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

       

       

      
        	
                h)  

              	
                Indemnification.
      Company shall defend and indemnify Director at Company's sole expense to
      the full extent of applicable state, federal, and international law with
      respect to all claims, causes of action and adversarial proceedings of
      every nature to which Executive is or may become subjected in her role as
      an Officer or Director of Company and Executive shall have the right to
      select his own counsel. Company's indemnification duty shall survive the
      termination or expiration of this Agreement. In the event that Company
      elects to change coverage or carriers for its Directors and Officers
      insurance ("D & 0 Insurance"), Company shall notify Executive of such
      change and arrange to purchase, at a minimum, a five-year tail policy for
      such former insurance policy at the sole expense of Company and deliver
      evidence of such tail policy to Executive within five (5) days after
      termination of Company's existing D & 0
  Insurance.

              


      

       

      
        	
                i)  

              	
                Records.
      Director shall have reasonable access to books and records of Company, as necessary to
      enable Director to fulfill his obligations as a Director of
      Company.

              


      

       

      4.     TERMINATION

       

      
        	
                a)  

              	
                Right
      to Terminate. At any time, Director may be removed as Chairman as provided
      in Company's Certificate of Incorporation, as amended, bylaws, as amended,
      and applicable law. Director may resign as Chairman or Director as
      provided in Company's Certificate of Incorporation, as amended, bylaws, as
      amended, and applicable law. Notwithstanding anything to the contrary
      contained in or arising from this Agreement or any statements, policies,
      or practices of Company, neither Director nor Company shall be required to
      provide any advance notice or any reason or cause for termination of
      Director's status as Chairman, except as provided in Company's Certificate
      of Incorporation, as amended, Company's bylaws, as amended, and applicable
      law.

              


      

       

      
        	
                b)  

              	
                Effect
      of Termination as Chairman Upon a termination of Director's status as
      Chairman, in which Director remains a Director, this Agreement will
      terminate, and the Company and Director will sign the Company's standard
      Director's Agreement, in effect at the time of the termination, subject to
      any modifications to which both parties mutually agree; provided, however,
      following such termination and for as long as Director continues to serve
      as a Director of the Company, the Company will continue to provide
      Director

              


      

       

      
        	
                c)  

              	
                and
      his household with medical, dental and eye-care benefits provided by
      Section 3(g) and will pay all premiums for coverage of Director and his
      family, including his household members under such benefit plans as
      provided in Section 3(g) to the extent allowed under applicable law.
      Except as provided herein, the Company shall pay to Director all
      compensation and benefits to which Director is entitled up through the
      date of termination, and thereafter, all of the Company's obligations
      under this Agreement shall cease.

              


      

       

      
        	
                d)  

              	
                Effect
      of Termination as Director. Upon a termination of Director's status as a
      Director, this Agreement will terminate; Company shall pay to Director all
      compensation and benefits to which Director is entitled up through the
      date of termination; and Director shall be entitled to his rights under
      Florida and any other applicable law. Thereafter, all of Company's
      obligations under this Agreement shall cease, except as provided in
      Sections Section 5.

              


      

       

      5.     TERMINATION
OBLIGATIONS

       

      
        	
                 
      

              	
                a)
      Director agrees that all property, including, without limitation, all
      equipment, tangible proprietary information, documents, records, notes,
      contracts, and computer-generated materials provided to or prepared by
      Director incident to his services belong to Company and shall be promptly
      returned at the request of Company.

              


      

       

      
         

        
          
            

          

          
            	Agreement For
      Chairman Of Board Of Directors 	 Page 3 of
      8


          

           

        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      
        	
                b)  

              	
                Upon
      termination of this Agreement, Director shall be deemed to have resigned
      from all offices then held with Company by virtue of his position as
      Chairman, except that Director shall continue to serve as a director if
      elected as a director by the shareholders of Company as provided in
      Company's Certificate of Incorporation, as amended, Company's bylaws, as
      amended, and applicable law.

              


      

       

      
        	
                c)  

              	
                Director
      agrees that following any termination of this Agreement, he shall
      cooperate with Company in the winding up or transferring to other
      directors of any pending work and shall also cooperate with Company (to
      the extent allowed by law, and at Company's expense) in the defense of any
      action brought by any third party against Company that relates to the
      Services.

              


      

       

      
        	
                d)  

              	
                The
      Company and Director agree that their obligations under this Section, as
      well as Section 6, shall survive the termination of this
      Agreement.

              


      

       

      6.     NONDISCLOSURE
OBLIGATIONS

       

      Director
shall maintain in confidence and shall not, directly or indirectly, disclose or
use, either during or after the term of this Agreement, any Proprietary
Information (as defined below), confidential information, or trade secrets
belonging to Company, whether or not it is in written or permanent form, except
to the extent necessary to perform the Services, as required by a lawful
government order or subpoena, or as authorized in writing by Company. These
nondisclosure obligations also apply to Proprietary Information belonging to
customers and suppliers of Company, and other third parties, learned by Director
as a result of performing the Services.

       

      "Proprietary
Information" means all information pertaining in any manner to the business of
Company, unless

      
        	
                i)  

              	
                the
      information is or becomes publicly known through lawful
    means;

              


      

       

      
        	
                ii)  

              	
                the
      information was part of Director's general knowledge prior to his
      relationship with Company; or

              


      

       

      
        	
                iii)  

              	
                the
      information is disclosed to Director without restriction by a third party
      who rightfully possesses the information and did not learn of it from
      Company.

              


      

       

      7.    DISPUTE
RESOLUTION

       

      
        	
                a)  

              	
                Jurisdiction
      and Venue. The parties agree that any suit, action, or proceeding between
      Director (and his attorneys, successors, and assigns) and Company (and its
      affiliates, shareholders, directors, officers, employees, members, agents,
      successors, attorneys, and assigns) relating to the Services or the
      termination of those Services shall be determined by an independent
      arbitrator appointed by the American Arbitration Association. In
      connection with the appointment of an arbitrator, both parties agree to
      submit the question to final and binding arbitration by an appointee of
      the American Arbitration Association and to cooperate with the arbitrator,
      with all costs of arbitration paid by the
  Company.

              


      

       

      
        	
                b)  

              	
                The
      parties irrevocably waive, to the fullest extent permitted by Florida law,
      any objection the party may have to the laying of venue for any such suit,
      action or proceeding brought in such court. If any one or more provisions
      of this Section shall for any reason be held invalid or unenforceable, it
      is the specific intent of the parties that such provisions shall be
      modified to the minimum extent necessary to make it or its application
      valid and enforceable.

              


      

       

      
        	
                c)  

              	
                Attorneys'
      Fees. Should any litigation, arbitration or other proceeding be commenced
      between the parties concerning the rights or obligations of the parties
      under this Agreement, the party prevailing in such proceeding shall be
      entitled, in addition to such other relief as may be granted, to a
      reasonable sum as and for its attorneys' fees in such proceeding. This
      amount shall be determined by the court in such proceeding or in a
      separate action brought for that
purpose.

              


      

       

      
         

        
          
            

          

          
            	Agreement For
      Chairman Of Board Of Directors 	 Page 4 of
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                d)
      In addition to any amount received as attorneys' fees, the prevailing
      party also shall be entitled to receive from the party held to be liable,
      an amount equal to the attorneys' fees and costs incurred in enforcing any
      judgment against such party. This Section is severable from the other
      provisions of this Agreement and survives any judgment and is not deemed
      merged into any judgment.

              


      

       

      8.   ENTIRE
AGREEMENT

       

      This
Agreement is intended to be the final, complete, and exclusive statement of the
terms of Director's relationship solely with respect to his position as Chairman
with Company. This Agreement entirely supersedes and may not be contradicted by
evidence of any prior or contemporaneous statements or agreements pertaining to
Director's relationship as Chairman or Director. Agreements related to
Director's ownership of the Securities are not affected by this
Agreement.

       

      9.   AMENDMENTS;
WAIVERS

       

      This
Agreement may not be amended except by a writing signed by Director and by a
duly authorized representative of the
Company other than Director. Failure to exercise any right under this Agreement
shall not constitute a waiver of such right.

       

      10.   ASSIGNMENT

       

      Director
agrees that Director will not assign any rights or obligations under this
Agreement, with the exception of Director's ability to assign rights with
respect to the Securities. Nothing in this Agreement shall prevent the
consolidation, merger or sale of Company or a sale of all or substantially all
of its assets.

       

      11.   SEVERABILITY

       

      If any
provision of this Agreement shall be held by a court or arbitrator to be
invalid, unenforceable, or void, such provision
shall be enforced to fullest extent permitted by law, and the remainder of this
Agreement shall remain in full force and effect. In the event that the time
period or scope of any provision is declared by a court or arbitrator of
competent jurisdiction to exceed the maximum time period or scope that such
court or arbitrator deems enforceable, then such court or arbitrator shall
reduce the time period or scope to the maximum time period or scope permitted by
law.

       

      12.   GOVERNING
LAW

       

      This
Agreement shall be governed by and construed in accordance with the laws of the
State of Florida without regards to principles of conflicts of law.

       

      13.   INTERPRETATION

       

      This
Agreement shall be construed as a whole, according to its fair meaning, and not
in favor of or against any party. Captions are used for reference purposes only
and should be ignored in the interpretation of the Agreement.

       

      14.   BINDING
AGREEMENT

       

      Each
party represents and warrants to the other that the person(s) signing this
Agreement below has authority to bind the party to this Agreement and that this
Agreement will legally bind both Company and Director. This Agreement will be
binding upon and benefit the parties and their heirs, administrators, executors,
successors and permitted assigns. To the extent that the practices, policies, or
procedures of Company, now or in the future, are inconsistent with the terms of
this Agreement, the provisions of this Agreement shall control. Any subsequent
change in Director's

       

       

      
        
           

          
            
              

            

            
              	Agreement For
      Chairman Of Board Of Directors 	 Page 5 of
      8


            

             

          

        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      duties or
compensation as Chairman will not affect the validity or scope of the remainder
of this Agreement.

       

      15.   DIRECTOR
ACKNOWLEDGMENT

       

      Director
acknowledges Director has had the opportunity to consult legal counsel
concerning this Agreement, that Director has read and understands the
Agreement,  that Director is fully aware of its legal effect, and that
Director has entered into it freely based on his own judgment and not on any
representations or promises other than those contained in this
Agreement.

       

      16.   COUNTERPARTS

       

      This
Agreement may be executed in any number of counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument. Facsimile or PDF copies shall be considered originals for all
purposes.

       

      17.   DATE
OF AGREEMENT

       

      The
parties have duly executed this Agreement as of the date first written
above.

       

       

      IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first
above written.

       

       

      
        	
                COMPANY

              	 	
                DIRECTOR

              
	 
      	 	 
      
	 	 	/s/ 
      Linda Starr 
	Authorized
      Signature	 	Authorized
      Signature
	 	 	 
	 	 	LINDA
      STARR, DIRECTOR 
	Print
      Name and Title	 	Print
      Name and Title
	 	 	 


      

      


       

       

      
         

        
          
            

          

          
            	Agreement For
      Chairman Of Board Of Directors 	 Page 6 of
      8


          

           

        

      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      EXHIBIT
A

      DESCRIPTION OF
SERVICES

       

      Responsibilities
as Director. Director shall have all responsibilities of a Director of the
Company imposed by Nevada or applicable law, the Certificate of Incorporation,
as amended, and Bylaws, as amended, of Company. These responsibilities shall
include, but shall not be limited to, the following:

       

      1. Attendance.
Use best efforts to attend scheduled meetings of Company's Board of
Directors;

       

      2. Act as a
Fiduciary. Represent the shareholders and the interests of Company as a
fiduciary; and

       

      3. Participation.
Participate as a full voting member of Company's Board of Directors in setting
overall objectives, approving plans and programs of operation, formulating
general policies, offering advice and counsel, serving on Board Committees, and
reviewing management performance.

       

       

       

       

      
        
           

          
            
              

            

            
              	Agreement For
      Chairman Of Board Of Directors 	 Page 7 of
      8


            

             

          

        

      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      EXHIBIT
B

      AUTHORIZED
ACTIVITIES

       

       

       

       

       

       

       

       

       

       

       

       

       

       

      
        
           

          
            
              

            

            
              	Agreement For
      Chairman Of Board Of Directors 	 Page 8 of
      8