Leatt Corporation: Exhibit 10.17- Filed by newsfilecorp.com






DIRECTOR AGREEMENT 

THIS AGREEMENT (The “Agreement”) is made as of the 8th
day of July, 2015 and is by and between Leatt Corporation, a Nevada corporation
(hereinafter referred to as the “Company”), and Dr. Christopher Leatt
(hereinafter referred to as the “Director”). 

BACKGROUND 

Each of the Board of Directors of the Company and the Director
desires to memorialize the role of the Director and to have the Director perform
the duties required of such position in accordance with the terms and conditions
of this Agreement. 

AGREEMENT 

NOW THEREFORE, in consideration for the above recited promises
and the mutual promises contained herein, the adequacy and sufficiency of which
are hereby acknowledged, the Company and the Director hereby agree as follows:


	 	1.	
      DUTIES. The Company requires that the Director be
      available to perform the duties of a director customarily related to this
      function as may be determined and assigned by the Board of Directors of
      the Company and as may be required by the Company’s constituent
      instruments, including its certificate or articles of incorporation,
      bylaws and its corporate governance and board committee charters, each as
      amended or modified from time to time, and by applicable law, including by
      the Nevada Revised Statutes (the “NRS”). The Director agrees to
      devote as much time as is necessary to perform completely the duties as
      the Director of the Company, including duties as a member of any
      committees as the Director may hereafter be appointed to by the Board of
      Directors. The Director will perform such duties described herein in
      accordance with the general fiduciary duty of directors arising under the
      NRS. Such duties include, but are not limited to assisting the Company
      with the development of business and new business strategies relating to
      the objectives of the Company, participation in the Company’s investor
      relations activities including road shows and shareholder communication
      activities, and participation in corporate strategy decisions of the
      Company, and testify and represent the Company in any lawsuits related to
      the Company.

	 	 	 
	 	2. 	
      TERM. The term of this Agreement shall commence as
      of the date hereof and shall continue until the Director’s removal or
      resignation.

	 	 	 
	 	3. 	
      COMPENSATION. For all services to be rendered by
      the Director in any capacity hereunder, the Company agrees to pay the
      Director a base fee of $5000 (five thousand United States Dollars) per
      month.

	 	 	 
	 	4. 	
      EXPENSES. In addition to the compensation provided
      in paragraph 3 hereof, the Company will reimburse the Director for
      pre-approved reasonable business related expenses incurred in good faith
      in the performance of the Director’s duties for the Company. Such payments
      shall be made by the Company upon submission by the Director of a signed
      statement itemizing the expenses incurred. Such statement shall be
      accompanied by sufficient documentary matter to support the
      expenditures.








	 	5. 	
      CONFIDENTIALITY. The Company and the Director each
      acknowledge that, in order for the intents and purposes of this Agreement
      to be accomplished, the Director shall necessarily be obtaining access to
      certain confidential information concerning the Company and its affairs,
      including, but not limited to business methods, information systems,
      financial data and strategic plans which are unique assets of the Company
      (“Confidential Information”). The Director covenants not to, either
      directly or indirectly, in any manner, utilize or disclose to any person,
      firm, corporation, association or other entity any Confidential
      Information.

	 	 	 
	 	6. 	
      NON- COMPETE. During the term of this Agreement
      and for a period of twelve (12) months following the Director’s removal or
      resignation from the Board of Directors of the Company or any of its
      subsidiaries or affiliates (the “Restricted Period”), the Director
      shall not, directly or indirectly, (i) in any manner whatsoever engage in
      any capacity with any business competitive with the Company’s current
      lines of business or any business then engaged in by the Company, any of
      its subsidiaries or any of its affiliates (the “Company's
      Business”) for the Director’s own benefit or for the benefit of any
      person or entity other than the Company or any subsidiary or affiliate; or
      (ii) have any interest as owner, sole proprietor, shareholder, partner,
      lender, director, officer, manager, employee, consultant, agent or
      otherwise in any business competitive with the Company's Business;
      provided, however, that the Director may hold, directly or indirectly,
      solely as an investment, not more than two percent (2%) of the outstanding
      securities of any person or entity which are listed on any national
      securities exchange or regularly traded in the over-the-counter market
      notwithstanding the fact that such person or entity is engaged in a
      business competitive with the Company's Business. In addition, during the
      Restricted Period, the Director shall not develop any property for use in
      the Company’s Business on behalf of any person or entity other than the
      Company, its subsidiaries and affiliates.

	 	 	 
	 	7. 	
      TERMINATION. With or without cause, the Company
      and the Director may each terminate this Agreement at any time upon 6
      (six) months written notice, and the Company shall be obligated to pay to
      the Director the compensation and expenses due up to the date of the
      termination. Nothing contained herein or omitted herefrom shall prevent
      the shareholder(s) of the Company from removing the Director with
      immediate effect at any time for any reason.

	 	 	 
	 	8. 	
      INDEMNIFICATION. The Company shall indemnify,
      defend and hold harmless the Director, to the full extent allowed by the
      law of the State of Nevada and as provided by, or granted pursuant to, any
      charter provision, bylaw provision, vote of stockholders or disinterested
      directors or otherwise, to action in the Director’s official capacity;
      provided, however, that, in accordance with the NRS and federal securities
      laws, such indemnification shall not apply where the Director engages in
      actions or omissions which involve intentional misconduct, fraud or
      knowing violation of law.

	 	 	 
	 	9. 	
      NOTICE. Any and all notices referred to herein
      shall be sufficient if furnished in writing at the addresses specified on
      the signature page hereto or, if to the Company, to the Company’s address
      as specified in filings made by the Company with the U.S. Securities and
      Exchange Commission.








	 	10. 	
      GOVERNING LAW. This Agreement shall be interpreted
      in accordance with, and the rights of the parties hereto shall be
      determined by, the laws of the State of Nevada without reference to that
      state’s conflicts of laws principles.

	 	 	 
	 	11. 	
      ASSIGNMENT. The rights and benefits of the Company
      under this Agreement shall be transferable, and all the covenants and
      agreements hereunder shall inure to the benefit of, and be enforceable by
      or against, its successors and assigns. The duties and obligations of the
      Director under this Agreement are personal and therefore the Director may
      not assign any right or duty under this Agreement without the prior
      written consent of the Company.

	 	 	 
	 	12. 	
      GENERAL.




	 	a. 	
      SEVERABILITY. If any provision of this Agreement shall be
      declared invalid or illegal, for any reason whatsoever, then,
      notwithstanding such invalidity or illegality, the remaining terms and
      provisions of the this Agreement shall remain in full force and effect in
      the same manner as if the invalid or illegal provision had not been
      contained herein.

	 	 	 
	 	b. 	
      EFFECT OF WAIVER. The waiver by either party of the
      breach of any provision of this Agreement shall not operate as or be
      construed as a waiver of any subsequent breach thereof.

	 	 	 
	 	c. 	
      ARTICLE HEADINGS. The article headings contained in this
      Agreement are for reference purposes only and shall not affect in any way
      the meaning or interpretation of this Agreement.

	 	 	 
	 	d. 	
      COUNTERPARTS. This Agreement may be executed in any
      number of counterparts, all of which taken together shall constitute one
      instrument. Facsimile execution and delivery of this Agreement is legal,
      valid and binding for all purposes.

	 	 	 
	 	e. 	
      ENTIRE AGREEMENT. Except as provided elsewhere herein,
      this Agreement sets forth the entire agreement of the parties with respect
      to its subject matter and supersedes all prior agreements, promises,
      covenants, arrangements, communications, representations or warranties,
      whether oral or written, by any officer, employee or representative of any
      party to this Agreement with respect to such subject
  matter.



[Remainder of Page Left Blank Intentionally] 




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

	 	LEATT CORPORATION 
	 	 
	 	By:
      /s/ Sean Macdonald 
	 	Name: Sean Macdonald 
	 	Title: Chief Executive Officer 
	 	 
	 	 
	 	DR. CHRISTOPHER LEATT 
	 	 
	 	/s/
      Christopher Leatt 








  
  

  
  










  
  

  
  








     AMENDMENT NO. 3

 DIRECTOR AGREEMENT

     This AMENDMENT NO. 3 TO DIRECTOR
AGREEMENT, effective as of January 1, 2018 (this "Third
Amendment"), is by and between Leatt Corporation, a Nevada corporation (the
"Company") and Dr. Christopher Leatt in his capacity as chairman and
director on the Company's board of directors (the ''Director"). Each of
the parties hereto are referred to as a "Party" and collectively as the
"Parties." Capitalized terms used, but not otherwise defined, herein have
the meanings ascribed to such terms in the Original Agreement (as defined
below). 

BACKGROUND

     The Parties entered into a
Director Agreement, dated as of July 8, 2015, pursuant to which, as amended, the
Director agreed to serve as chairman and director on the Company's board of
directors (the "Original Agreement"). The Parties now desire to enter
into this First Amendment to the Original Agreement as more specifically set
forth herein. 

AGREEMENT

     NOW, THEREFORE, in consideration
of the mutual promises of the Parties, and for good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Parties agree
as follows:

     1.    Amendment
to Section 3(Compensation): Section 3 of the Original Agreement is deleted
in its entirety and in lieu thereof the following provision is inserted:

COMPENSATION. For all services
to be rendered by the Director in any capacity hereunder, the Company agrees to
pay the Director a base fee of Five Thousand Two Hundred and Fifty United States
Dollars ($5,250.00) per month. 

     2.   Agreement.
In all other respects, the Original Agreement shall remain in full force and
effect. 

     3.  
Counterparts. This Amendment may be executed in two or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument. 

[SIGNATURE PAGE TO FOLLOW] 




     IN WITNESS WHEREOF, the Parties
have executed this Third Amendment to the Original Agreement as of the date
first above written. 


 

Amendment No. 3 to Director Agreement 




     AMENDMENT NO. 4

 DIRECTOR AGREEMENT

     This AMENDMENT NO. 4 TO DIRECTOR
AGREEMENT, effective as of January 1, 2019 (this "Fourth Amendment"), is
by and between Leatt Corporation, a Nevada corporation (the "Company")
and Dr. Christopher Leatt in his capacity as chairman and director on the
Company's board of directors (the ''Director"). Each of the parties
hereto are referred to as a "Party" and collectively as the "Parties."
Capitalized terms used, but not otherwise defined, herein have the meanings
ascribed to such terms in the Original Agreement (as defined below). 

BACKGROUND

     The Parties entered into a
Director Agreement, dated as of July 8, 2015, pursuant to which, as amended, the
Director agreed to serve as chairman and director on the Company's board of
directors (the "Original Agreement"). The Parties now desire to enter
into this Fourth Amendment to the Original Agreement as more specifically set
forth herein. 

AGREEMENT

     NOW, THEREFORE, in consideration
of the mutual promises of the Parties, and for good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Parties agree
as follows:

     1.   Amendment to
Section 3(Compensation): Section 3 of the Original Agreement is deleted in
its entirety and in lieu thereof the following provision is inserted:

COMPENSATION. For all services
to be rendered by the Director in any capacity hereunder, the Company agrees to
pay the Director a base fee of Five Thousand Five Hundred United States Dollars
($5,500.00) per month. 

     2.   Agreement.
In all other respects, the Original Agreement shall remain in full force and
effect. 

     3.   Counterparts.
This Amendment may be executed in two or more counterparts, each of which
shall be deemed an original but all of which together shall constitute one and
the same instrument. 

[SIGNATURE PAGE TO FOLLOW]