Exhibit 10.1


 


DIRECTOR
SERVICES AGREEMENT


 


DIRECTOR
SERVICES AGREEMENT (this “Agreement”) is dated as of September 28,, 2022, by and between NEXTPLAT CORP,
a Nevada corporation (the “Company”), and M. Cristina Fernandez (referred to herein as “you”
or “your”).


 


WHEREAS,
the Company desires to attract and retain a director who will consent to serve as a member of the Board of Directors of the Company (the
“Board”); and


 


WHEREAS,
the Company believes that you possess valuable qualifications and abilities to serve on the Company’s Board and its committees
and desires to nominate you to serve as a director.


 


NOW,
THEREFORE, the parties agree as follows:


 


1.
Term. You consent to serve as a director of the Company beginning on October 1, 2022 (the “Effective Date”),
for an initial term of two years if elected or appointed and, upon re- appointment or election to the Board of the Company, to serve
as a member of the Board of the Company.


 


2.
Services. You shall render services as a member of the Board and such committees of the Board as the Board may designate, subject
to your agreement to serve on such committees (hereinafter, your “Duties”). You acknowledge that this is not
an employment agreement and shall not be construed or interpreted to create any right for you to be employed by the Company. During the
term of this Agreement, you shall attend and participate in such number of meetings of the Board and of the committees of which you may
become a member (if any) as regularly or specially called. You may attend and participate at each such meeting, via teleconference or
in person. You shall consult with the other members of the Board and committee (if any) regularly and as necessary via telephone, electronic
mail or other forms of correspondence. To the extent that you serve on the Audit Committee, you represent that you possess the necessary
skills and experience for purposes of such position, and agree to provide the Board with information necessary to determine if you qualify
as an Audit Committee financial expert.


 


3.
Services for Others. You shall be free to represent or perform services for other persons during the term of this Agreement. However,
you agree that you do not presently perform and do not intend to perform, during the term of this Agreement, similar duties, consulting
or other services for companies whose businesses are or would be, in any way, competitive with the Company (except for companies previously
disclosed by you to the Company in writing). Should you propose to perform similar duties, consulting, or other services for any such
company, you agree to notify the Company in writing in advance (specifying the name of the organization for whom you propose to perform
such services) and to provide information to the Company sufficient to allow it to determine if the performance of such services would
conflict with areas of interest to the Company.


 




    	 



    	 



    




 


4.
Compensation.


 


(a) Annual
Director Fee. Commencing on the Effective Date, and upon each anniversary thereof that you remain a director, you shall receive
annual cash compensation of $30,000, inclusive of stipends for committee leadership and/or assignments (the “Annual
Director Fee”) for each calendar year of service under this Agreement on a pro-rated basis which shall be paid on a
quarterly basis in arrears. Notwithstanding the foregoing to the contrary, all compensation is subject to approval and/or change as
deemed appropriate by the Board.


 


(b)
Bonuses. In addition to the Annual Director Fee set forth in Section 4(a), you shall be entitled to receive bonus(es) as determined
by the Board and its Compensation Committee and to participate in any other compensation plans adopted by the Board for which you are
eligible.


 


(c)
Equity Awards. You shall be eligible for such grants of awards under stock option or other equity incentive programs of the Company’s
including, but not limited to, plans adopted by the Board and approved by the Company’s stockholders (or any successor or replacement
plan adopted by the Board and approved by the Company’s stockholders) (the “Plan”) as the Compensation
Committee of the Company may from time to time determine (the “Share Awards”). Share Awards shall be subject
to the applicable Plan terms and conditions, provided, however, that Share Awards shall be subject to any additional terms and
conditions as are provided herein or in any award certificate(s), which shall supersede any conflicting provisions governing Share Awards
provided under the Plan.


 


(d)
Expenses. The Company shall pay or reimburse you for all reasonable, pre- approved out-of-pocket expenses actually incurred or
paid by you in the course of your service, including travel expenses for in-person meetings) consistent with the Company’s policy
for reimbursement of expenses which may be modified from time to time without notice.


 


4.
Meeting Fees.


 


(a)
Board Meetings. The Company shall pay you a meeting fee of $3,000 for each meeting of the Board you attend.


 


(b)
Committee Meeting Fees. The Company shall pay you a meeting fee of $500 for each committee meeting you attend that is on a separate
date than a Board meeting. To the extent that a committee meeting and a Board meeting fall on the same day, you shall only receive a
single fee in the amount set forth above in Section 4(a) above for such meetings.


 


(c)
Payment of Meeting Fees. All meeting fees shall be paid in cash on a quarterly basis in arrears.


 


5.
No Assignment. Because of the personal nature of the services to be rendered by you, this Agreement may not be assigned by you
without the prior written consent of the Company.


 




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6.
Confidential Information; Non-Disclosure. In consideration of your access to certain Confidential Information (as defined below)
of the Company, in connection with your business relationship with the Company, you hereby represent and agree as follows:


 


(a)
Definition. For purposes of this Agreement, the term “Confidential Information” means: (i) any information
which the Company possesses that has been created, discovered or developed by or for the Company, and which has or could have commercial
value or utility in the business in which the Company is engaged; and (ii) any information which is related to the business of the Company
and is generally not known by non-Company personnel. Confidential Information includes, without limitation, trade secrets and any information
concerning products, processes, formulas, designs, inventions (whether or not patentable or registrable under copyright or similar laws,
and whether or not reduced to practice), discoveries, concepts, ideas, improvements, techniques, methods, research, development and test
results, specifications, data, know-how, software, formats, marketing plans, and analyses, business plans and analyses, strategies, forecasts,
customer and supplier identities, characteristics and agreements.


 


(b)
Exclusions. Notwithstanding the foregoing, the term Confidential Information shall not include: (i) any information which becomes
generally available to the public other than as a result of a breach of the confidentiality portions of this Agreement, or any other
agreement requiring confidentiality between the Company and you; (ii) information received from a third party in rightful possession
of such information who is not restricted from disclosing such information; (iii) information known by you prior to receipt of such information
from the Company, which prior knowledge can be documented; and (iv) information you are required to disclose pursuant to any applicable
law, regulation, judicial or administrative order or decree, or request by other regulatory organization having authority pursuant to
the law; provided, however, that you shall first have given prior written notice to the Company and made a reasonable effort to
obtain a protective order requiring that the Confidential Information not be disclosed.


 


(c)
Documents. You agree that, without the express written consent of the Company, you will not remove from the Company’s premises
or retain following the termination of this Agreement or your service to the Company any notes, formulas, programs, data, records, machines
or any other documents or items which in any manner contain or constitute Confidential Information, nor will you make reproductions or
copies of same. You shall promptly return any such documents or items, along with any reproductions or copies to the Company upon the
Company’s demand, upon termination of this Agreement, or upon your termination or Resignation (as defined in Section 7 herein).


 


(d)
Confidentiality. You agree that you will at all times hold in trust and confidence all Confidential Information and will not disclose
to others, directly or indirectly, any Confidential Information or anything relating to such information without the prior written consent
of the Company, except as may be necessary to perform your duties to the Company as a member of the Board. You further agree that you
will not use any Confidential Information without the prior written consent of the Company, except as may be necessary to perform your
duties to the Company as a member of the Board. Notwithstanding the foregoing, you may disclose Confidential Information to your legal
counsel and accounting advisors who have a need to know such information for accounting or tax purposes and who agree to be bound by
the provisions of this paragraph (d).


 




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(e)
Ownership. You agree that the Company shall own all right, title and interest (including patent rights, copyrights, trade secret
rights, mask work rights, trademark rights, and all other intellectual and industrial property rights of any sort throughout the world)
relating to any and all inventions (whether or not patentable), works of authorship, mask works, designations, designs, know-how, ideas
and information made or conceived or reduced to practice, in whole or in part, by you during the term of this Agreement and that arise
out of your Duties in your capacity as a director (collectively, “Inventions”) and you will promptly disclose
and provide all Inventions to the Company. You agree to assist the Company, at its expense, to further evidence, record and perfect such
assignments, and to perfect, obtain, maintain, enforce, and defend any rights assigned.


 


(f)
Survival. You agree that the provisions of this Section 6 shall survive and remain in full force and effect upon and following
any termination or purported termination of this Agreement or from and after the time you cease performing services to the Company.


 


7.
Resignation. You may voluntarily terminate your membership on the Board for any or no reason by delivering your written notice
of resignation to the Company (“Resignation”), and such Resignation shall be effective upon the time specified
therein or, if no time is specified, upon receipt of the notice of resignation by the Company. Upon the effective date of the voluntary
Resignation, your right to compensation hereunder will terminate subject to the Company’s obligations to pay you any compensation
that you have already earned and to reimburse you for approved expenses already incurred in connection with your performance of your
Duties as of the effective date of such termination or Resignation.


 


8.
Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Florida
without reference to principles of conflicts of laws and each of the parties hereto irrevocably consents to the jurisdiction and venue
of the federal and state courts located in the State of Florida.


 


9.
Entire Agreement; Amendment; Waiver; Counterparts. This Agreement expresses the entire understanding with respect to the subject
matter hereof and supersedes and terminates any prior oral or written agreements with respect to the subject matter hereof. Any term
of this Agreement may be amended and observance of any term of this Agreement may be waived only with the written consent of the parties
hereto. Waiver of any term or condition of this Agreement by any party shall not be construed as a waiver of any subsequent breach or
failure of the same term or condition or waiver of any other term or condition of this Agreement. The failure of any party at any time
to require performance by any other party of any provision of this Agreement shall not affect the right of any such party to require
future performance of such provision or any other provision of this Agreement. This Agreement may be executed in separate counterparts
each of which will be an original and all of which taken together will constitute one and the same agreement, and may be executed using
facsimiles of signatures, and a facsimile of a signature shall be deemed to be the same, and equally enforceable, as an original of such
signature. Delivery of such counterparts by facsimile or email/.pdf transmission shall constitute validity delivery thereof.


 




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10.
Indemnification. The Company shall, to the maximum extent provided under applicable law, indemnify and hold you harmless from
and against any expenses, including reasonable attorney’s fees, judgments, fines, settlements and other legally permissible amounts
(“Losses”), incurred in connection with any proceeding arising out of, or related to, your performance of your
Duties, other than any such Losses incurred as a result of your gross negligence, fraud or willful misconduct. The Company shall advance
to you any expenses, including reasonable attorneys’ fees and costs of settlement, incurred in defending any such proceeding to
the maximum extent permitted by applicable law. Such costs and expenses incurred by you in defense of any such proceeding shall be paid
by the Company in advance of the final disposition of such proceeding promptly upon receipt by the Company of (a) written request for
payment; (b) appropriate documentation evidencing the incurrence, amount and nature of the costs and expenses for which payment is being
sought; and (c) an undertaking adequate under applicable law made by or on your behalf to repay the amounts so advanced if it shall ultimately
be determined pursuant to any non-appealable judgement or settlement that you are not entitled to be indemnified by the Company.


 


11.
Insurance. The Company maintains a policy of directors’ and officers’ insurance coverage with a liability limit of
at least $2,000,000 (“D&O Insurance”). In the event any notice of termination or significant change in
coverage or terms of D&O Insurance are received by the Company, prompt written notice shall be provided to you for so long as you
serve as a director of the Company and during any subsequent period during which you may be entitled to the benefit of such D&O insurance.


 


[Signature
Page Follows]


 




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IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and signed as of the day and year first above written.


 


	 	NEXTPLAT
    CORP:
	 	 
	 	By:	/s/
    Charles M. Fernandez
	 	Name:	Charles
    M. Fernandez
	 	Title:	Executive
    Chairman and Chief Executive Officer


 


	 	Nominee
	 	  
	 	By:	/s/
    Cristina Fernandez
	 	Name:	Cristina
    Fernandez