Director's Notice of Intent

Director's Notice of Intent

This Director's Notice of Intent (the "Notice") is made as of by and between Director Name: with mailing address (hereinafter "Director"), and Company Name: with principal place of business at (hereinafter "Company").

Recitals

WHEREAS, Director presently serves as a member of the board of directors of the Company and holds the position of ; and

WHEREAS, Director desires to provide written notice to the Company of the Director's intent to tender resignation and to prescribe certain transition steps and requests to the Board in accordance with the Company's governing documents and applicable law; and

WHEREAS, the parties wish to set forth certain procedures, representations and covenants with respect to the Director's notice and the Company's obligations in connection therewith.

Now, Therefore

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

1. Notice of Intent

1.1 Director hereby gives formal notice of the Director's intent to tender a resignation from the board of directors of the Company effective on (the "Resignation Date"), unless otherwise withdrawn in writing by Director prior to that date.

1.2 The Director's intent to resign is conditional upon Board acceptance of the transition plan unconditional.

2. Transition and Cooperation

2.1 Director agrees to cooperate with the Company during a transition period of days following the Resignation Date (the "Transition Period") to assist in the orderly transfer of responsibilities, including but not limited to attending meetings, delivering records reasonably requested by the Board, and providing reasonable briefing to any successor.

2.2 The Company shall provide Director access to corporate books and records to the extent necessary to perform the transition duties, subject to reasonable confidentiality safeguards and the Company's document retention policies.

3. Representations and Warranties

3.1 Director represents and warrants to the Company that: (a) Director has full power and authority to execute and deliver this Notice and to perform the obligations contemplated hereby; (b) the execution, delivery and performance of this Notice will not violate any agreement to which Director is a party; and (c) Director's statements contained in this Notice are true, complete and correct to the best of Director's knowledge.

3.2 The Company represents and warrants to Director that the individual executing on behalf of the Company is authorized to accept this Notice and to take action consistent with the Company's corporate governance requirements.

4. Confidentiality and Return of Property

4.1 Director shall maintain in confidence all non-public information obtained in connection with Director's service to the Company, and shall not disclose such information except as required by law or as necessary to perform the transition duties.

4.2 Upon the Resignation Date or earlier upon request, Director shall promptly return all tangible Company property, documents and records in Director's possession or control.

5. Indemnification

5.1 Subject to the Company's certificate of incorporation and bylaws and applicable law, the Company agrees to indemnify Director for acts or omissions occurring during Director's tenure to the fullest extent permitted, and to provide advance of expenses in connection with any proceeding to which Director is a party as a result of service as a director, consistent with Company policy and applicable law.

6. Notices

6.1 All notices, requests, demands and other communications required or permitted under this Notice shall be in writing and delivered personally, by certified mail (return receipt requested), or by nationally recognized overnight courier to the addresses set forth in the opening paragraph or to such other address as a party may specify in writing.

7. Governing Law

This Notice and any dispute arising out of or relating to this Notice shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles.

8. Entire Agreement

This Notice constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, between the parties relating thereto.

9. Severability

If any provision of this Notice is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired thereby, and the parties shall endeavor in good faith to replace the invalid provision with a valid provision that most closely approximates the parties' intent.

10. Amendments; Waiver; Counterparts

10.1 Any amendment or modification of this Notice must be in writing and signed by both parties.

10.2 No failure or delay by any party in exercising any right under this Notice shall operate as a waiver of that right.

10.3 This Notice may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart by electronic means shall be sufficient to bind the delivering party to the terms of this Notice.

11. Certification

Director certifies that Director is not aware of any pending or threatened litigation, regulatory investigation, or other claim against Director arising out of Director's performance as a director that would reasonably be expected to affect the matters addressed in this Notice, except as described below:

The parties acknowledge that the obligations set forth in this Notice are binding and enforceable against them and their successors and permitted assigns.

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