Unassociated Document


    Exhibit
10.11

    


    PRIME
SUN POWER INC.

    


    DIRECTOR
AGREEMENT

     


    DIRECTOR
AGREEMENT (this “Agreement”), dated as of the date set forth on the signature
page hereto, by and between Prime Sun Power Inc. (the “Company”), and the
signatory hereto (“Director”).

     

    WITNESSETH:

     

    WHEREAS,
Company believes that it is in its own best interests and in the best interests
of its stockholders that the directors of the Company performing services on the
Company’s board of directors (the “Board”) serve upon the terms and conditions
of service memorialized in written agreement;

     

    WHEREAS,
Company desires to retain the services of Director in the capacity of director
and Director desires to provide such services in such capacity, upon the terms
and subject to the conditions hereinafter set forth; and

     

    WHEREAS,
the Board has approved the terms and conditions of this Agreement.

     

    NOW,
THEREFORE, in consideration of the foregoing and of the mutual covenants and
obligations hereinafter set forth, the parties hereto, intending to be legally
bound, hereby agree as follows:

     

    1.  Election
as Director; Appointment. Company agrees to appoint Director as a member of the
Board and agrees to use its best efforts and powers to sustain and continue
Director’s election as a member of the Board for successive one year terms at
each annual meeting of stockholders of Company and each special meeting of
stockholders of Company convened for such purpose, until the subsequent annual
stockholders meeting, unless this Agreement is terminated sooner pursuant to
Section 4 hereof (the “Term”).

     

    2.  Duties
and Extent of Services.

     

    (a)  During
the Term, Director shall serve as director and, in such capacity, shall provide
those services required of a director under Company’s articles of incorporation
and bylaws, as both may be amended from time to time, and under the corporate
law of the jurisdiction of incorporation of the Company, the federal securities
laws and other state and federal laws and regulations, as applicable, and shall
render such services as are customarily associated with and are incident to the
position of director and such other services as Company may, from time to time,
reasonably require of him consistent with such position.

     
 

    (b)  Director
shall faithfully, competently and diligently perform to the best of his ability
all of the duties required of him as director. Without limiting the preceding
sentence, Company acknowledges that Director has other business commitments,
including commitments to serve on the board of directors of other
companies.  The parties anticipate, on average, Director shall devote
approximately six (6) hours per month to the Company.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        	
                Prime Sun Power Inc.

              	
                Director
  Agreement

              


      

    

     

    3.  Compensation.

     

    (a)  Initial
Compensation: As compensation for Director's entering into this Agreement and
performing his services hereunder Company shall pay a director’s fee as set
forth on Annex A hereto per month so long as Director is a member of the
Board.

    


    (b)  Other
Benefits. During the Term Director shall be entitled to any benefits made
available to non-executive members of the Board generally.

     

    (c)  Expenses.
Company agrees to reimburse Director for all reasonable and necessary travel,
business entertainment, and other out-of-pocket business expenses incurred or
expended by him in connection with the performance of his duties hereunder upon
presentation of proper expense statements or vouchers or such other supporting
information as Company may reasonably require of Director.

     

    4.  Termination.
The Company shall have the right to remove Director from, or not reelect
Director to, the Board.  Director shall have the right, exercisable at
any time during the Term, upon thirty (30) days written notice to Company, to
resign as a member of the Board.  In the event that, during the term
hereof, Director is removed as a director without cause he shall be entitled to
two (2) additional months director fees, even though he is no longer a member of
the Board.

     

    5.  Confidentiality.  The
parties acknowledge that in conjunction with the execution of this Agreement,
they are entering into an Agreement to Protect Confidential
Information.

     

    6.  Independent
Contractor. Director is an independent contractor and will not be deemed an
employee of Company for purposes of employee benefits, income tax withholding,
FICA taxes, unemployment benefits or otherwise.

     
 

    7.  Entire
Agreement. This Agreement is intended by the parties as a final expression of
their agreement with respect to the subject matter hereof and is intended as a
complete and exclusive statement of the terms and conditions thereof and
supersedes and replaces all prior negotiations and agreements between the
parties hereto, whether written or oral, with respect to the subject matter
hereof, provided, however, for purposes of clarity, nothing herein shall
preclude any other written agreement supplementing the terms and conditions
hereof entered into and executed after the date hereof.

    


    8.  Governing
Law.

     

    (a)  This
Agreement shall be governed by and construed under the laws of the State of New
York, applicable to contracts to be wholly performed in such State, without
regard to the conflict of laws principles thereof.

     

    (b)  Any
action to enforce any of the provisions of this Agreement shall be brought in a
court of the State of New York located in the Borough of Manhattan of the City
of New York or in a Federal court located within the Southern District of New
York. The parties consent to the jurisdiction of such courts and to the service
of process in any manner provided by New York law. Each party irrevocably waives
trial by jury.  Each party irrevocably waives any objection which it
may now or hereafter have to the laying of the venue of any such suit, action or
proceeding brought in such court and any claim that such suit, action or
proceeding brought in such court has been brought in an inconvenient forum and
agrees that service of process in accordance with the foregoing sentences shall
be deemed in every respect effective and valid personal service of process upon
such party.

     

    
      
        
        

      

      
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              Prime Sun Power Inc.

            	
              Director
  Agreement

            


    

     

    9.  Amendment.
This Agreement may be amended, modified or superseded, and any of the terms
hereof may be waived, only by a written instrument executed by the parties
hereto.

     

    10.  Assignability.
The obligations of Director may not be delegated and Director may not, without
Company’s written consent thereto, assign, transfer, convoy, pledge, encumber,
hypothecate or otherwise dispose of this Agreement or any interest herein. Any
such attempted delegation or disposition shall be null and void and without
effect. Company and Director agree that this Agreement and all of Company’s
rights and obligations hereunder may be assigned or transferred by Company to
and shall be assumed by and be binding upon any successor to Company. The term
“successor” means, with respect to Company or any of its subsidiaries, any
corporation or other business entity which, by merger, consolidation, purchase
of the assets or otherwise acquires all or a material part of the assets of
Company.

     

    11.  Severability.
If any provision of this Agreement or any part thereof is held to be invalid or
unenforceable, the same shall in no way affect any other provision of this
Agreement or remaining part thereof; which shall be given full effect without
regard to the invalid or unenforceable part thereof.

     
 

    12.  Notices.
All notices, requests, demands and other communications required or permitted to
be given or made under this Agreement, shall be given or made in writing by
registered or certified mail, return receipt requested, or by overnight carrier
service or by facsimile transmission and will be deemed to have been given or
made on the date following receipt or attempted delivery, in the case of the
Director, at the address of record on file with the Company on the date hereof,
and in the case of the Company, to its registered office in the state of its
incorporation.  Either party may change the address to which notices
shall be sent by sending written notice of such change of address to the other
party. Any such notice shall be deemed given, if delivered personally, upon
receipt; if telecopied, when telecopied; if sent by courier service providing
for next-day delivery, the next business day following deposit with such courier
service; and if sent by certified or registered mail, three days after deposit
(postage prepaid) with the U.S. mail service.

     

    13.  Representations
and Warranties; Indemnification.

     

    (a)  The
Director hereby represents and warrants to Company that his execution, delivery
and performance of this Agreement and any other agreement to be delivered
pursuant to this Agreement will not violate, conflict with or result in the
breach of any of the terms of, or constitute (or with notice or lapse of time or
both, constitute) a default under, any agreement, arrangement or understanding
with respect to Director’s employment or providing services to which Director is
a party or by which Director is bound or subject.

     
 

    (b)  Company
hereby represents and warrants to Director that (i) it is a corporation duly
organized, validly existing, and in good standing under the laws of the
jurisdiction of incorporation, and has all requisite corporate power and
authority to execute, deliver and perform this Agreement in accordance with the
terms hereof, (ii) all necessary actions to authorize the Company’s execution,
delivery and performance of this Agreement have been taken, (iii) this Agreement
has been duly executed and delivered by the Company and constitutes its legal,
valid, and binding obligation enforceable against it in accordance with the
terms hereof, and (iv) its execution, delivery and performance of this Agreement
and any other agreement to be delivered pursuant to this Agreement will not
violate, conflict with or result in the breach of any of the terms of, or
constitute (or with notice or lapse of time or both, constitute) a default
under, any agreement, arrangement or understanding with respect to Director’s
employment or which otherwise related to Director’s relationship with the
Company.

     

    (c)  Company
hereby agrees to indemnify and hold harmless Director, his affiliates (and such
affiliates’ directors, officers, employees, agents and representatives) and
permitted assigns, to the fullest extent permitted under New York law, from and
against any and all losses, damages, liabilities, obligations, costs or expenses
which are caused by or arise out of (i) any breach or default in the performance
by the Company of any covenant or agreement of the Company contained in this
Agreement, and (ii) any breach of warranty or inaccurate or erroneous
representation made by the Company herein, and (iii) any and all actions, suits,
proceedings, claims, demands, judgments, costs and expenses (including
reasonable legal fees) incident to any of the foregoing. The Company shall
advance any expenses reasonably incurred by Director in defending an
indemnifiable action hereunder, with such expenses to be reimbursed by Director
only in the event that a court of competent jurisdiction enters a binding
judgment, order or decree that Director acted in bad faith or in a manner he
reasonably believed not to be in the best interests of the Company.

     

    14. 
Paragraph Headings. The paragraph headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.

     

    15.  Counterparts.
This Agreement may be executed in one or more counterparts, each of which shall
be deemed to be an original, but all of which taken together shall constitute
one and the same instrument.

    


    [Signature
Page Follows]

     

    
      
        
        

      

      
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              Prime Sun Power Inc.

            	
              Director
  Agreement

            


    

     

    IN
WITNESS WHEREOF, the parties have duly executed this Agreement as of this 24th
day of March, 2009.

    


    
      	 
      	
              PRIME
      SUN POWER INC.

            
	 	 
	 
      	 
      	 
      	 
      	 
      
	 
      	
              By:

            	
              /s/ Barbara Salz

            	 
      
	 
      	 
      	
              Name:

            	
              Barbara
      Salz

            	 
      
	 
      	 
      	
              Title:

            	
              Corporate
      Secretary

            	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
              DIRECTOR

            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
              (Signature:) /s/ Roberto
    Gerbo

            	 
      
	 
      	
              Print
      Name:  Roberto Gerbo

            	 
      


    

     

    
      
        
        

      

      
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              Prime Sun Power Inc.

            	
              Director
  Agreement

            


    

     

    Annex
A

    


    Appointment
of Robert Gerbo

    Board of
Directors of Prime Sun Power Inc.

    


    


    Annual
Compensation:  Twenty-Four Thousand Dollars per year, payable
monthly,

    pro-rated
for any partial period thereof.

    


    
      
        
        

      

      
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