exv10w1










Exhibit 10.1




January 16, 2009




Mary S. Schott

2506 Galicia

La Verne, California 91750





			
	     Re:	 	Director Offer Letter




Dear Ms. Schott:




     T3 Motion, Inc., a Delaware corporation (the “Company”), is pleased to offer you a director
position on its Board of Directors (the “Board”). We are very impressed with your credentials, and
we look forward to your future success in this role.



     Should you choose to accept this position as a member of the Board, this letter shall
constitute an agreement (“Agreement”) between you and the Company and contains all the terms and
conditions relating to the services you are to provide.



     1. Term. This Agreement shall be for the ensuing year, effective as of the date of
this Agreement. Your term as director shall continue subject to the provisions in Section 8 below
or until your successor is duly elected and qualified. The position shall be up for re-election
each year at the annual stockholders’ meeting and upon re-election, the terms and provisions of
this Agreement shall remain in full force and effect.



     2. Services. You shall render services as a member of the Board. You shall be
required to attend, at minimum, six meetings of the Board either in-person or by telephone. Should
you be elected to serve on a committee of the Board, you shall be required to attend a minimum of
that number of meetings of such committee as required by its members pursuant to the charter of
such committee. As an independent director, you may also be required to at least one (1) meeting
with the other independent directors without the presence of the Company’s officers and
non-independent directors. The services described in this Section 2 shall hereinafter be referred
to as your “Duties.”



     3. Services for Others. You shall be free to represent or perform services for other
persons during the term of this Agreement. You agree, however, 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.



          4.1. Cash. You shall receive cash compensation of $20,000 for each calendar year of
service under this Agreement on a pro-rated basis. You shall be reimbursed for reasonable expenses
incurred by you in connection with the performance of your Duties (including travel expenses for
meetings you attend in-person).




          4.2. Stock Options. You will receive an option to purchase 50,000 shares of the
Company’s common stock (the “Stock Option”) at fair market value as determined by the Board of
Directors under the Company’s 2007 Stock Option/Stock Issuance Plan (the “Plan”). Following the
execution of this letter agreement, the Company shall deliver to you documents evidencing the grant
of Stock Option. The Stock Option shall fully vest and become exercisable on the first anniversary
of the date of this letter agreement (provided that you have remained in the service of the Company
as a director during such vesting period). The Stock Option shall expire upon the earlier of (i)
five (5) years from the date of this letter agreement, (ii) one year following the termination of
your service to the Company as a director, or (iii) upon a change in control of the Company as
provided in the Plan. Any unvested Stock Option shall terminate upon cessation of services to the
Company. The Company shall use its best efforts to issue shares of its Common Stock pursuant to
this Section 4.2 in a timely manner.




          4.3. Service on Board Committee(s). Should you be named to a committee of the Board,
you shall receive cash compensation in addition to the compensation described under Section 4.1
above in the amount of $500 per committee.




     5. D&O Insurance Policy. During the term under this Agreement, the Company shall
include you as an insured under an officers and directors insurance policy with coverage not to
exceed $2,000,000, which the Company shall obtain within a reasonable period of time.



     6. 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.



     7. Confidential Information; Non-Disclosure. In consideration of your access to the
premises of the Company and/or you access to certain Confidential Information of the Company, in
connection with your business relationship with the Company, you hereby represent and agree as
follows:



          7.1. Definition. For purposes of this Agreement, the term “Confidential Information”
means:




               a. Any information that the Company possesses that has been created, discovered, or developed
by or for the Company, and that has or could have commercial value or utility in the business in
which the Company is engaged; or



               b. Any information that is related to the business of the Company and is generally not known
by non-Company personnel.



               c. By way of illustration, but not limitation, Confidential Information includes 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.



 









 





          7.2. Exclusions. Notwithstanding the foregoing, the term Confidential Information
shall not include:




               a. Any information that 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;



               b. Information received from a third party in rightful possession of such information who is
not restricted from disclosing such information; and



               c. Information known by you prior to receipt of such information from the Company, which prior
knowledge can be documented.



          7.3. Documents. You agree that, without the express written consent of the Company,
you will not remove from the Company’s premises, any notes, formulas, programs, data, records,
machines, or any other documents or items that in any manner contain or constitute Confidential
Information, nor will you make reproductions or copies of same. In the event you receive any such
documents or items by personal delivery from any duly designated or authorized personnel of the
Company, you shall be deemed to have received the express written consent of the Company. In the
event that you receive any such documents or items, other than through personal delivery as
described in the preceding sentence, you agree to inform the Company promptly of your possession of
such documents or items. 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 8 herein.




          7.4. No Disclosure. You agree that you will 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 maybe necessary in the course of your business relationship with the Company.
You further agree that you will not use any Confidential Information without the prior written
consent of the Company, except as may be necessary in the course of your business relationship with
the Company, and that the provisions of this Section 7.4 shall survive termination of this
Agreement.




     8. Termination and Resignation. Your membership on the Company’s Board may be
terminated for any or no reason at a meeting called expressly for that purpose by a vote of the
stockholders holding at least fifty percent (50%) of the shares of the Company’s issued and
outstanding shares entitled to vote. Your membership on the Company’s Board may also be terminated
for cause by a majority of the Board. You may also 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 its acceptance by the Board, provided, however, that if
the Board has not acted on such written notice within ten days from its date of delivery, then your
Resignation shall upon the tenth day be deemed accepted by the Board. Upon the effective date of
the termination or Resignation, your right to compensation hereunder will terminate subject to the
Company’s obligations to pay you any cash compensation (or equivalent value in Company common stock
shares) 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.



     9. Governing Law. All questions with respect to the construction and/or enforcement
of this Agreement, and the rights and obligations of the parties hereunder, shall be determined in
accordance with the laws of the State of California applicable to agreements made and to be
performed entirely in the State of California.



 









 






     10. 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.



[Remainder of Page Left Blank Intentionally]





 









 








     This Agreement has been executed and delivered by the undersigned and is made effective as of
the date set first set forth above.



	 	 	 	 	 	 	 
	 	 	Sincerely,	 	 
	 
	 	 	 	 	 	 
	 	 	T3 MOTION, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Ki Nam
 

Ki Nam
	 	 
	 

	 	 	 	Chief Executive Officer	 	 






	 	 	 
	AGREED AND ACCEPTED:
	 	 
	 
	 	 
	/s/ Mary S. Schott
 

Mary S. Schott