Unassociated Document


    

      CONCENTRIC
        ENERGY CORP.

    

    


    December
      12, 2007

    


    Richard
      P. Graff

    2339
      Woodbury Lane

    Evergreen,
      CO 80439

     

    Re:           
      MEMBER
      OF THE BOARD RETENTION TERMS

     

    Dear
      Dick:

     

    Concentric
      Energy Corp., a Nevada corporation (the “Company”)
      is
      pleased to confirm the terms of your service as a Member of the Board as of
      the
      date hereof (the “Effective
      Date”)
      on the
      following terms.

     

    1. ELECTION.
      As of
      the Effective Date, you have been appointed to the Board of Directors (the
      "Board")
      of the
      Company. Throughout the Term (as defined below) the Company shall nominate
      you
      for election to the Board of the Company.

     

    2. TERM.
      Subject
      to the provisions for earlier termination hereinafter provided, your service
      hereunder shall be for a term (the “Term”)
      commencing on the Effective Date and ending on the third anniversary of the
      Effective Date (the “Initial
      Termination Date”).
      If
      not previously terminated, the Term shall automatically be extended for one
      (1)
      additional year on the Initial Termination Date,
      and on
      each subsequent anniversary of the Initial Termination Date,
      unless
      either you or the Company elect not to so extend the Term by notifying the
      other
      party,
      in
      writing, of such election not less than sixty (60) days prior to the last day
      of
      the then current Term.
      Upon such extension of the Term, the compensation under Section 3(a)
      shall be
      paid for each year of the extension.

     

    3. POSITION
      AND TITLE.
      During
      the Term, you agree to serve, and the Company agrees to appoint you, as a Member
      of the Board. Nothing in this letter shall be construed to limit your ability
      to
      provide services to any other person or entity.

     

    4. COMPENSATION.

     

    The
      Company agrees to pay you compensation for your service during the Term as
      follows:

     

    (a) One
      Hundred Thousand Dollars ($100,000) per year, payable to you in advance on
      a
      monthly basis on the last day of each month for the upcoming month and subject
      to increase pursuant to the Company’s policies as in effect from time to time;
      and

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Richard
      P. Graff

    December
      12, 2007

    Page
      2

     

    (b) A
      one-time issuance at the time of execution of this Agreement of One Hundred
      Thousand (100,000) shares of Common Stock (the “Restricted
      Stock’)
      of the
      Company pursuant to a Restricted Stock Agreement to be entered into concurrently
      herewith between the Company and Richard P. Graff in substantially the form
      attached as Exhibit
      A
      hereto.

     

    If,
      for
      any reason, you are not re-elected to the Board, you shall be entitled to
      collect all compensation payable hereunder without being required to continue
      service to the Company. In the event that you cease to serve as a member of
      the
      Board of Directors as a result of resignation other than for Good Reason, or
      removal from the Board for breach of fiduciary duty, the Company shall have
      no
      continuing payment obligation hereunder. “Good
      Reason”
shall
      mean (i) the refusal by the Company to pay when due amounts owed to you
      pursuant to this Agreement, including but not limited to the amounts set forth
      in Section 3(a)
      and
      properly incurred business expenses or (ii) any circumstance whereby you
      become aware of credible substantive allegations that an executive or senior
      officer of the Company or the Company itself has engaged in conduct that is
      illegal, fraudulent or against a material Company policy.

     

    5. CODE
      SECTION 409A.
      The
      Company represents that the compensation and benefits payable under this letter
      are exempt from or compliant with Section 409A of the Code. To the extent
      applicable, this Agreement shall be interpreted in accordance with Section
      409A
      of the Code and Department of Treasury regulations and other interpretive
      guidance issued thereunder.

     

    6. INDEMNIFICATION
      AGREEMENT.
      Concurrently
      with the execution of this letter, the Company and you are entering into an
      Indemnification Agreement in the form attached hereto as Exhibit
      B.

     

    7. RESTRUCTURING
      OF COMPANY.
      This
      Agreement shall be binding upon and inure to the benefit of the parties hereto
      and their respective successors and permitted assigns. In the event of any
      merger, reorganization or other transaction as a result of which the Company
      is
      not the survivor or the Company is restructured such that a majority of its
      equityowners hold securities of a different entity, the parties intend that
      the
      provisions of this Agreement shall continue to apply and that to the extent
      such
      survivor or other entity is not a corporation or is constituted under the laws
      of another jurisdiction, the Company shall use all reasonable efforts and enter
      into such amendments, new agreements or take such other measures as you may
      reasonably request to ensure that the provisions hereof and of the Agreements
      contemplated hereby are as favorable to you in such circumstances as their
      current terms.

     

    8. ENTIRE
      AGREEMENT.
      As of
      the Effective Date, this letter constitutes the final, complete and exclusive
      agreement between you and the Company with respect to the subject matter hereof
      and replaces and supersedes any and all other agreements, offers or promises,
      whether oral or written.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Richard
      P. Graff

    December
      12, 2007

    Page
      3

     

    9. ACKNOWLEDGEMENT.
      You
      hereby acknowledge (a) that you have consulted with or have had the
      opportunity to consult with independent counsel of your own choice concerning
      this letter, and have been advised to do so by the Company, and (b) that
      you have read and understand this letter, are fully aware of its legal effect,
      and have entered into it freely based on your own judgment.

     

    10. GOVERNING
      LAW.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Nevada, without regard to conflicts of laws principles
      thereof.

     

    11. LEGAL
      FEES.
      The
      Company will reimburse you for all legal fees and expenses incurred by you
      in
      connection with the negotiation, preparation and execution of this letter and
      all of the related transactions contemplated hereby, including but not limited
      to the preparation and negotiation of the Agreements attached as Exhibits A
      and
B
      hereto
      and review of the Company's proposed insurance policies with regard to directors
      and officers.

    


    [Signature
      Page Follows]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Richard
      P. Graff

    December
      12, 2007

    Page
      4

    


    Please
      confirm your agreement to the foregoing by signing and dating the enclosed
      duplicate original of this letter in the space provided below for your signature
      and returning it to Andrew K. Simpson. Please retain one fully-executed original
      for your files.

    


    
      	
              Sincerely,

            	 
	 	 
	
              Concentric
                Energy Corp.

            
	
              a
                Nevada corporation

            
	 	 	 
	
              By:

            	
              /s/
                Rockell N. Hankin 

            	 
	
              Name:
                Rockell N. Hankin

            
	
              Title:
                Chairman of the Board

            


    

    


    Accepted
      and Agreed,

    this
      12th
      day of December, 2007.

    


    
      	
              By:
                

            	
              /s/
                Richard P. Graff

            
	 	
              Richard
                P. Graff