Exhibit 10.16


 


Private &
Confidential


 


DATE


 


Dear                                      


 


Letter of appointment


 


I write on behalf of VELTI  PLC (incorporated in Jersey with registered
number 103899) (the Company)
to confirm the arrangements we have discussed with regards to the terms of your
appointment as an independent non-executive director.


 


This letter sets out the main terms of your appointment. We have also
agreed that your Letter of Appointment dated                            
with Velti plc (incorporated in England and Wales with registered number
5552480) (Old Velti) will terminate with effect
from 1 January 2010. It is agreed between us that this is a contract for
services and is not a contract of employment.


 


1.                                      APPOINTMENT


 


1.1                                 Subject to the remaining provisions of this letter,
your appointment shall continue unless terminated by either party giving to the
other at least three months’ prior written notice, provided that the
termination date shall be no earlier than 25 April 2010.


 


1.2                                 Your appointment is subject to the articles of
association of the Company, as amended from time to time (Articles). Nothing in this
letter shall be taken to exclude or vary the terms of the Articles as they
apply to you as a director of the Company. Continuation of your appointment is
subject to your continued satisfactory performance and re-election by the
shareholders at forthcoming annual general meetings (AGMs).
If you are not re-elected to your position as a director of the Company by the
shareholders, your appointment shall terminate automatically and with immediate
effect.


 


1.3                                 Notwithstanding paragraph 1.1 and paragraph 1.2, the
Company may terminate your appointment with immediate effect:


 


(a)                        in accordance with the Articles; or


 


(b)                       in compliance with the Companies (Jersey) Law 1991  (as amended); or


 


(c)                        in
the event that you commit any serious or repeated breach or non-observance of
your obligations to the Company (which include an obligation not to breach your
fiduciary duties); or


 


(d)                       in
the event that you are guilty of any fraud or dishonesty or acted in any manner
which, in the opinion of the Company, brings or is likely to bring you or the
Company into disrepute or is materially adverse to the interests of the
Company; or


 


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(e)                        in
the event that you are in breach of any
share dealing code of the Company for the time being in force at any time when
the shares of the Company are listed or traded on the Alternative Investment
Market of the London Stock Exchange (AIM); or


 


(f)                          in
the event that you are convicted of any
criminal offence (other than an offence under the road traffic legislation in
the United Kingdom or elsewhere for which non-custodial penalties are imposed);
or


 


(g)                       in
the event that you are declared bankrupt or have made an arrangement with or
for the benefit of your creditors, or if you have a county court administration
order made against you under the UK County Court Act 1984; or


 


(h)                       in
the event that you are disqualified from acting as a director.


 


1.4                                 On termination of the appointment, you shall only be
entitled to accrued fees as at the date of termination together with
reimbursement of any expenses properly incurred prior to that date. The
termination of the appointment of itself will not give rise to any additional
right to compensation.


 


2.                                      TIME COMMITMENT


 


2.1                                 By accepting this appointment, you confirm that you
are able to allocate sufficient time to meet the expectations of your role.
This will include attendance at meetings of the board of directors of the
Company as from time to time constituted (Board) of
which, unless otherwise agreed by the Board, two must be attended in person,
the AGM, and attendance at any committees to which you are appointed. In
addition, you will be required to consider all relevant papers prior to each
meeting.


 


2.2                                 You should obtain the agreement of the chief executive
before accepting additional commitments that might affect the time you are able
to devote to your role as a non-executive director of the Company.


 


3.                                      ROLE AND DUTIES


 


3.1                                 As a non-executive director you shall have the same
general legal responsibilities to the Company as any other director and shall
be required to take decisions in the best interests of the Company. The Board
as a whole is collectively responsible for the success of the Company. The
Board’s role is to:


 


(a)                        provide
entrepreneurial leadership of the Company within a framework of prudent and
effective controls which enable risk to be assessed and managed;


 


(b)                       set
the Company’s strategic aims, ensure that the necessary financial and human
resources are in place for the Company to meet its objectives, and review
management performance; and


 


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(c)                        set
the Company’s values and standards and ensure that its obligations to its
shareholders and others are understood and met.


 


3.2                                 In your role as a non-executive director, you shall
also be required to:


 


(a)                        constructively
challenge and contribute to the development of strategy;


 


(b)                       scrutinise
the performance of management in meeting agreed goals and objectives and
monitor the reporting of performance;


 


(c)                        satisfy
yourself that financial information is accurate and that financial controls and
systems of risk management are robust and defensible;


 


(d)                       be
responsible for determining appropriate levels of remuneration of executive
directors and have a prime role in appointing and, where necessary, removing
senior management and in succession planning;


 


(e)                        chair
or serve on committees of the Board as agreed with the Board;


 


(f)                          at
all times comply with the Articles;


 


(g)                       abide
by your fiduciary duties as a director of the Company;


 


(h)                       diligently
perform your duties and use your best endeavours to promote, protect, develop
and extend the business of the Company;


 


(i)                           immediately
report your own wrongdoing or the wrongdoing or proposed wrongdoing of any
other employee or director of the Company of which you become aware to the
chief executive;


 


(j)                           comply
with the terms of the share dealing code adopted by the Company from time to
time;


 


(k)                        ensure
effective communication with shareholders; and


 


(l)                           accept
responsibility publicly and where necessary in writing when required to do so
under relevant legislation or regulation applicable to the Company.


 


3.3                                 You shall be entitled to request all relevant
information about the Company’s affairs as is reasonably necessary in order to
enable you to discharge your duties.


 


4.                                      FEES


 


You shall be paid
a fee of £                          a year which shall be
satisfied by cash and by the issue of the Company’s shares. The fee shall be
subject to an annual review by the Board. The Company shall reimburse you for
all reasonable and properly documented expenses that you incur in performing
the duties of your office.


 


5.                                      INDEPENDENT LEGAL ADVICE


 


In some circumstances you may consider that you need
professional advice in the furtherance of your duties as a director and it may
be appropriate for you to seek advice from independent advisors at the Company’s
expense. A copy of the Board’s agreed 


 


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procedure under which directors may obtain such
independent advice is available from the Company. The Company shall reimburse
the full cost of expenditure incurred in accordance with its policy.


 


6.                                      OUTSIDE INTERESTS


 


The relationship between you and the Company shall be
that of office-holder and not one of employment. During the period of your
Appointment, you shall be free to take up employment or hold office with any
other company, business entity or organisation provided that such employment or
office does not impede, or put you in breach of, your obligations under this
letter. It is
accepted and acknowledged that you have business interests other than those of
the Company and have declared any conflicts that are apparent at present. If
you become aware of any potential conflicts of interest, these should be
disclosed to the chief executive and company secretary as soon as you become
aware of them and, where appropriate, prior authorisation of the Board should
be obtained.


 


7.                                      CONFIDENTIALITY


 


7.1                                 You acknowledge that during your appointment you will
be exposed to information about the Company’s business and the business of
other companies within the Company’s group (Group Companies)
and that of the Company’s and the Group Companies’ suppliers and customers
which amounts to a trade secret, is confidential or is commercially sensitive
and which may not be readily available to others engaged in a similar business
to that of the Company or any of the Group Companies or to the general public (Confidential Information) and which if disclosed will be
liable to cause significant harm to the Company or such Group Companies.


 


7.2                                 You agree that you will not during the period of your
appointment or any time after the cessation thereof, directly or indirectly use
for your own purposes or for any purposes other than those of the Company or
any Group Company (for any reason and in any manner) or divulge or communicate
to any person, firm, company or organisation except to those officials of any
Group Company whose province it is to know the same any Confidential
Information.


 


7.3                                 Your attention is also drawn to the requirements under
both legislation and regulation as to the disclosure of inside information.
Consequently you should avoid making any statements that might risk a breach of
these requirements without prior clearance from the chief executive or company
secretary.


 


7.4                                 The restrictions contained in this Paragraph 7 do not
apply to:


 


(a)                                  any
disclosure authorised by the Board or required in the ordinary and proper
course of your appointment or as required by the order of a court of competent
jurisdiction or any appropriate regulatory authority or otherwise required by
law; or


 


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(b)                                 any
information which is in the public domain otherwise than as a result of a
breach by you of this Paragraph.


 


7.5                                 You agree and acknowledge that title and all
copyrights, design rights, database rights and other intellectual property
rights whatsoever in all works, including correspondence, reports and documents
you prepare as a result of the performance of your duties as a non-executive
director on behalf of the Company, will at all times be the absolute property
of the Company and you hereby assign these to the Company with the intention
that all such rights shall vest in the Company immediately on the creation,
devising or making of each of the works to which they relate and hereby
unconditionally and irrevocably waive all rights arising under Chapter IV of Part I
of the UK Copyright Designs and Patents Act 1988 (as amended from time to time)
and any other applicable legislation in respect of all copyright works so
created.


 


7.6                                 On termination of your appointment, for whatever
reason, you must promptly return to the Company or its authorised
representatives all property (including without limitation) all documents,
listings, keys, correspondence, security or charge cards or discs, tapes,
credit cards, mobile phone, computer, computer peripherals, communications
equipment, software, electronic documents, data files or other equipment, items
or information in your possession or under your control which are the property
of the Company or any Group Companies or which relate in any way to the
business or affairs or customers of the Company or any Group Companies and all
copies thereof regardless of the medium on which such copies are stored or
held. In respect of any such items or information held on any computer software
data files or other equipment belonging to you, you are required to delete any
such items and information and all copies immediately on termination of your
appointment.


 


8.                                      REVIEW PROCESS


 


The performance
of individual directors, the whole Board and its committees is evaluated
annually. If, in the interim, there are any matters which cause you concern
about your role you should discuss them with the chief executive as soon as you
can.


 


9.                                      INSURANCE


 


The Company has
directors ́ and officers ́ liability insurance and it intends to maintain such
cover for the full term of your appointment. A copy of the policy document is available
from the Company. Any cover is subject to the rules of the policy from
time to time in force.


 


10.                               DATA PROTECTION


 


10.1                           By signing this letter you consent to the Company
holding and processing information about you for legal, personnel,
administrative and management purposes and in 


 


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particular to the processing of any sensitive personal data (as defined in the Data Protection
(Jersey) Law 2005) including, as appropriate:


 


(a)                        information
about your physical or mental health or condition in order to monitor sick
leave and take decisions as to your fitness for work; or


 


(b)                       your
racial or ethnic origin or religious or similar beliefs in order to monitor
compliance with equal opportunities legislation; or


 


(c)                        information
relating to any criminal proceedings in which you have been involved for
insurance purposes and in order to comply with legal requirements and
obligations to third parties; or


 


(d)                       any
other sensitive data to be processed.


 


10.2                           You consent to the Company making such information
available to any of its Group Companies, those who provide products or services
to the Company (such as advisers and payroll administrators), regulatory
authorities, potential or future employers, governmental or quasi-governmental
organisations and potential purchasers of the Company or the business in which
you work.


 


10.3                           You also consent to the transfer of such information
to the Company’s business contacts outside the European Economic Area in order
to further its business interests.


 


11.                               THIRD PARTY RIGHTS


 


The UK Contracts (Rights of Third Parties) Act 1999
shall not apply to this letter. No person other than you and the Company shall
have any rights under this letter and the terms of this letter shall not be
enforceable by any person other than you and the Company.


 


12.                               GOVERNING LAW/JURISDICTION


 


This letter of appointment and the rights and
obligations under it shall be governed by the Law of England and Wales. You
(and the Company) agree that any dispute or claim arising in connection with
this letter shall be governed by the non-exclusive jurisdiction of the courts
of England and Wales.


 


 


Please indicate your acceptance of these terms by signing and returning
to the attached copy of this letter.


 


Yours sincerely


 


 


	
   

  	
   

  
	
  For and on behalf of VELTI  PLC

  	
   

  



 


 


I agree to the above terms of appointment as a non-executive director


 


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SIGNED
AND DELIVERED AS A DEED ON
                                                   


 


	
   

  	
   

  	
   

  	
   

  
	
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  Signature

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
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