Change of Corporate Director Form

Change of Corporate Director Form

This Change of Corporate Director Form is made and entered into as of Effective Date: by and between Company Name: , a corporation organized under the laws of , with principal office at (the "Corporation"), and Incoming Director Name: . The Corporation acknowledges that Outgoing Director Name: has tendered a resignation as described below.

RECITALS

WHEREAS, the Board of Directors of the Corporation has the authority under the Corporation's articles of incorporation and bylaws to accept resignations and appoint directors; and

WHEREAS, Outgoing Director Name: has submitted a written resignation effective on Resignation Date: , and the Board desires to accept that resignation and appoint a successor; and

WHEREAS, the Board has proposed to appoint Incoming Director Name: to the Board of Directors effective as of the Effective Date specified above.

NOW THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. APPOINTMENT OF DIRECTOR

1.1 Appointment. The Corporation hereby appoints Incoming Director Name: to serve as a member of the Board of Directors of the Corporation effective as of the Effective Date specified above, to hold office until the next election of directors or until his or her earlier resignation or removal in accordance with applicable law and the Corporation's governing documents.

1.2 Acceptance. Incoming Director hereby accepts such appointment, agrees to serve in such capacity, and to discharge the duties and obligations of a director in accordance with applicable statutory and fiduciary duties and the Corporation's governing documents.

2. RESIGNATION AND RELEASE

2.1 Resignation. The Corporation hereby accepts the resignation of Outgoing Director Name: effective as of the Resignation Date specified above.

2.2 Release. Upon acceptance of the resignation, the Corporation releases Outgoing Director from any obligation to continue service as director, subject to any liability arising from actions or omissions prior to the effective date of resignation. Nothing in this Form shall compromise claims for breach of fiduciary duty or willful misconduct.

3. BOARD AUTHORIZATION AND CORPORATE RECORDS

3.1 Authorization. The Board of Directors authorizes and directs the appropriate officers of the Corporation to take all actions necessary or advisable to give effect to the resignation and appointment described herein, including, without limitation, preparing and executing any corporate filings, minutes, consents, or resolutions required by law or the Corporation's governing documents.

3.2 Recordation. The Corporation shall cause its minute book, register of directors and any statutory registers to be updated to reflect the resignation of Outgoing Director and the appointment of Incoming Director. The Secretary or other authorized officer shall execute and file any certificates, notices, or other instruments required by applicable law.

4. REPRESENTATIONS AND WARRANTIES

4.1 Corporation. The Corporation represents and warrants that this Form has been duly authorized by all necessary corporate action and constitutes a valid and binding obligation enforceable in accordance with its terms.

4.2 Incoming Director. Incoming Director represents and warrants that he or she (i) is not subject to any legal disqualification from serving as a director under applicable law; (ii) has full power and authority to enter into this Form; and (iii) will comply with all applicable statutory duties and the Corporation's governing documents.

5. INDEMNIFICATION

The Corporation agrees to indemnify and hold harmless Incoming Director to the fullest extent permitted by law and the Corporation's articles of incorporation and bylaws for actions taken in good faith in the performance of duties as a director, except to the extent such claims arise from willful misconduct, gross negligence, fraud or breach of fiduciary duty.

6. NOTICES

All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified mail (return receipt requested), or delivered by nationally recognized overnight courier to the addresses set forth above or such other address as a party may designate by written notice.

7. AMENDMENT, WAIVER, COUNTERPARTS

This Form may be amended, supplemented or otherwise modified only by written instrument executed by the Corporation and Incoming Director. No failure or delay by any party in exercising any right hereunder will operate as a waiver of such right. This Form may be executed in counterparts, each of which will be deemed an original and all of which together will constitute one and the same instrument.

8. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Form shall be governed by and construed in accordance with the laws of the State/Jurisdiction of without regard to principles of conflicts of law. This Form constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral. If any provision of this Form is found to be invalid or unenforceable, the remaining provisions will continue in full force and effect.

9. MISCELLANEOUS

9.1 Further Assurances. Each party shall execute and deliver such further documents and do such further acts as may be reasonably necessary to carry out the intent and purposes of this Form.

9.2 Expenses. Each party shall bear its own costs and expenses incurred in negotiating, preparing and executing this Form unless otherwise agreed in writing.

CERTIFICATION

The undersigned hereby certify that they are duly authorized to execute this Form on behalf of the party for which they sign, that the facts set forth herein are true and correct, and that the actions taken pursuant to this Form have been duly authorized by the Corporation's board of directors.

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