Exhibit 10.12


 


DIRECTOR AGREEMENT


 


This
Director Agreement is entered into as of this 23rd day of July, 2007 (the
“Agreement) by and between Thomas J. Berthel an individual whose business
address is 701 Tama Street, Building B, Marion, Iowa 52302 (“Berthel”) and
American Defense Systems, Inc., a Delaware corporation whose address is
230 Duffy Avenue, Unit C, Hicksville, New York 11801 (“ADSI”).


 


WHEREAS,
ADSI has invited Berthel to serve as a member of its Board of Directors (the
“ADSI Board”); and


 


WHEREAS,
the parties desire to set forth the terms and conditions of Berthel’s service
on the ADSI Board.


 


NOW
THEREFORE, in consideration of the payments by ADSI under this Agreement and
for other good and valuable consideration, the parties agree as follows:


 


1.               Berthal agrees to serve as a
member of the ADSI Board commencing on the date Berthel is elected to the ADSI
Board of Directors by the ADSI shareholders.


 


2.               ADSI will pay to Berthel a
quarterly director fee in the amount of fifteen thousand and ($15,000) to be
paid to Berthel in advance at the beginning of each calendar quarter.  For any period during which Berthel does not
serve as a member of the ADSI Board, his quarterly compensation shall be
reduced on a pro rata basis and he shall refund any unearned amount of the
quarterly director fee to ADSI.


 


3.               For each year of service as
an ADSI Board member, ADSI will issue to Berthel an option to purchase the same
number of shares of ADSI common stock provided to ADSI’s other outside
directors pursuant to the ADSI Stock Option Plan currently being finalized.


 


4.               ADSI will maintain Director
and Officer (D&O) insurance covering Berthel in his capacity as a member of
the ADSI Board.  Attached hereto is a
copy of the current Insurance Certificate for the ADSI D&O coverage.  ADSI shall not materially reduce its D&O
insurance coverage without ADSI Board approval.


 


5.               Berthel shall serve as a member of the ADSI Board until the earlier of (a) the
expiration of his term; (b) until he is removed by the ADSI Board or shareholders;
or (c) he resigns.  Berthel’s
initial term shall expire one year from the date of commencement of his term.


 


6.               Except as otherwise specifically agreed to herein, all notices and
other communications made pursuant to this Agreement shall be in writing and
when (i) delivered in person, (ii) by registered or certified
mail-return receipt requested, (iii) by recognized commercial carrier or
overnight courier or (iv) by facsimile transmission, shall be deemed given
(a)upon receipt, (b) five days after the notice has been deposited in the
mail, postage prepaid, by registered or certified mail, return receipt
requested, (c) one business day after the notice has been


 

















 


delivered to such courier service marked for
overnight delivery, or (d) the same business day if faxed prior to 5:00 PM
Eastern time, or the next business day if faxed after 5:00PM Eastern time or on
a day other than a business day.  All
notices sent shall be sent to the respective address indicated herein or as
otherwise designated pursuant to this Section 7.


 


7.               This Agreement sets forth the entire understanding of the parties
relating to the subject matter hereof and supersedes and cancels any prior
communications, understanding and agreements and cannot be modified or changed,
nor can any of its provisions be waived, except by written agreement executed
by both parties hereto.


 


8.               This Agreement shall be governed by and construed in accordance with
the laws of the State of Delaware.   In
the event of a disagreement between the parties all parties agree to be subject
to and submit to personal jurisdiction of the state and federal courts located
in the State of New York.


 


9.               If any term, provision,
covenant or restriction contained in this Agreement is held by a court of
competent jurisdiction or other authority to be invalid, void, unenforceable or
against its regulatory policy, the remainder of the terms, provisions,
covenants and restriction contained in this Agreement shall remain in full
force and effect and shall in no way be affected, impaired or invalidated.


 


IN
WITNESS WHEREOF, the parties hereto execute this Agreement as of the day and
date set out above.


 


American
Defense Systems, Inc.


 


	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  /s/
  Thomas J. Berthel

  
	
  Title:

  	
   

  	
   

  	
  Thomas
  J. Berthel