requisite expertise and is willing to serve as a member of the Company’s Advisory Board.
Therefore, the Company and Advisor desire to enter into this Agree ment.
A GREEMENT
In consideration of the foregoing and the mutual promises and covenants contained in
this Agreement, the Company and Advisor a gree to the following:
1. E NGAGEMENT OF S ERVI CES ; C OMPENSATION .
1.1 The Company hereby appoints Advisor as a member of its Advisory Board.
Advisor, pursuant to the provisions of this Agreement, ag rees to se rve as a
member of the Company’s Advisory B oard. Such services will include
discussions with Company management and m ay include attendance at A dvisory
Board Meetings; additionally, Advisor shall provide such other clinical and
technical advi ce as the parties may mutually agree (all the foregoing shall
collectively be referred to herein as the “ Services ”). The Company recognizes
that Advisor may from ti me to time be un able to attend Advisory Boa rd meetings
due to Advisor’s other obligatio ns. Advisor shall notify the Company in t he event
of such unavailability. Advisor will perform the foregoing Services for the
Company in good faith and to the best of Advisor’s ability.
1.2 In consideration of the foregoing Services, the C ompany will grant Advisor,
subject to approval of the Company’s Board of Directors (the “ Board ” ), an option
to purchase XXXX shares of the Company’s Common Stock at the fair market
value of such stock as d etermined by the Boa rd on the date of the grant. The
foregoing st ock opti on shall provide that the shares subject to such option vest in
equal mont hly installments over a period of four (4) years , provided that Advisor
is still performing Services for the Company.
