Director Agreement - Birch Telecom Inc. and Mory Ejabat
March 22, 2000
DELIVERED VIA FACSIMILE AND FEDERAL EXPRESS
Mr. Mory Ejabat
Zhone Technologies
7677 Oakport Street, Suite 1040
Oakland, CA 94621
Dear Mory,
On behalf of Birch Telecom, I am pleased and excited to offer you the position
of Member of the Board.
The position's term length will be initially one year and thereafter three years
if Birch adopts a staggered Board structure. If Birch does not adopt a staggered
Board structure, all terms will be one-year terms. Additional details of the
offer are as follows:
o An annual retainer fee in the amount of $5,000 and expense
reimbursement for Board meetings.
o An initial grant of 30,000 stock options to be made at the exercise
price of $7.50 per share. This grant has a four-year vesting schedule.
o An initial grant of 10,000 stock options to occur at the time of an
Initial Public Offering (exercise at IPO strike price).
o Yearly grants of 5,000 stock options made each year at the time of the
annual meeting.
o You have agreed to purchase $500,000 in common shares at $7.50 per
share. You agree to execute customary lock-up agreements with
underwriters in connection with any public offering, and we will grant
you registration and other rights commensurate with the rights of other
purchasers of our capital stock.
o Directors and officers insurance in the amount of $25,000,000.
o You represent to us that you are an "accredited investor" as defined in
Regulation D of the Securities Act of 1933 and that you are acquiring
these shares for investment and without a view to making a
distribution.
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The Board meetings are held on a quarterly basis (typically once in New York,
once in California and twice in Missouri). The remaining board meetings for 2000
are tentatively scheduled for April 26, August 16 and October 25. The upcoming
April 26 Board meeting will be held in New York.
Please indicate your acceptance of this offer by signing both copies in the
space provided. Retain one copy for your records and return the other in the
enclosed envelope for our files. Welcome to Birch, we're very happy to have you
aboard.
Sincerely,
David E. Scott
President and Chief Executive Officer
Offer accepted by:
/s/ Mory Ejabat
_____________________ ________________________
Mory Ejabat Date