EXHIBIT 10.8(c)
Xxxxxx Xxxxx
SERVICE AGREEMENT
This Service Agreement ("Agreement") is entered into as of the 22nd day
of June, 2005 between American Oriental Bioengineering Inc., whose principal
offices are located at No 000 Xxxxx Xxxx, Xxxxxxx District, Harbin, HLJ 150086,
P.R. China (hereinafter referred to as the "Company"), and Xxxxxx Xxxxx, having
an address at 000 Xxxxx Xxxxxxx, Xxxxxxx, XX 00000 (hereinafter referred to as
the ("Director"), to provide the terms under which the Director shall perform
her functions as an elected independent director of audit committee as the Board
of Directors of the Company during his or her respective terms.
WHEREAS, the Company's business consists of the development, production
and distribution of dietary supplements, pharmaceutical products and activities
incidental thereto (the "Business") and the Company is a public company subject
to the securities laws and duties and other applicable terms and rules of the
United States.
WHEREAS, the Company recognizes the unique qualifications of the
Independent Director and desires to secure the services of the Independent
Director on the terms and conditions set forth herein; and
WHEREAS, the Director is prepared to commit to such services in return
for specific arrangements or compensation and/or other benefits on the terms and
conditions set forth herein.
NOW THEREFORE, in consideration of the foregoing premises and the
mutual covenants and agreements herein contained, the Company and the
Independent Director do hereby agree as follows:
1. DUTIES OF THE INDEPENDENT DIRECTOR:
1.1 The Director shall carry out his/her duty as an
independent director to the Company and shall make
himself or herself available to perform such
functions in keeping with all the applicable laws,
rules, and regulations of the United States of
America, including, but not limited to, the
applicable securities laws, and the laws of the State
of Delaware.
1.2 The Director hereby agrees faithfully to render the
service expected of an independent director and to
promote the interests of the Company to the best of
his ability and keep his duty of care,
confidentiality, and loyalty, among other duties. The
Director further agrees to devote necessary time,
attention, skill, and best efforts to the performance
of his/her duties under this Agreement.
1.3 The Director shall have such power and authority as
shall reasonably be required to enable him to perform
his duties hereunder in an efficient manner.
1.4 The Director shall not self-deal or do anything
harmful to the interest of the Company or its
shareholders and shall not engage in any xxxxxxx
xxxxxxx or similar activities.
1.5 The Director shall maintain his or her standing and
capacity as an "independent director" under the
relevant rules of the Securities and Exchange
Commission and relevant rules and regulations of
relevant stock exchanges and shall not engage in any
employment or service with the Company or otherwise
that may impair such standing.
1.6 The Director shall serve on the audit committee and
the compensation committee in his or her as an
independent director.
2. COMPENSATION AND EXPENSES
During his or her term as a Director until the ease of his or
her function as an Director:
2.1 The Company agrees to pay the Director an annual
retainer ("the Retainer") of $30,000 to be paid
monthly. In addition, the Director shall be granted a
total number of registered shares of the common stock
of the Company with a total market value of $30,000
("Registered Shares") for every year of service
rendered to the Company to be granted at the end of
each calendar year.
2.2 The Company shall promptly pay or reimburse the
Director for all reasonable expenses actually and
properly (in accordance with the Company's policy)
incurred or paid by him in connection with the
performance of his services under the Agreement
(including, without limitation to, travel expenses)
upon presentation of expense statements or vouchers
or such other supporting documentation in such form
and containing such information as the Company may
from time to time require. Any expense above $500
shall be pre-approved by the Company. Travel is to be
business class, 5 star hotels, or the next level
based upon availability, and limousine or taxi
service between airports, hotels, and home. The
Company will pay in advance or provide tickets for
approved travel.
2.3 In order to develop a better understanding of AOBO as
an organization, Independent Director may have
quarterly meetings at the AOBO's headquarters in
Harbin in conjunction with or otherwise normal Board
meetings, where applicable.
3. MISCELLANEOUS
3.1 The Agreement expresses the entire understanding and
agreement of the parties and supercedes any and all
prior agreements and understandings, whether written
or oral, relating in any way to the subject matter of
this Agreement. This Agreement cannot be modified,
amended, or supplemented except by a written
instrument or instruments executed by each of the
parties hereto.
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3.2 This Agreement shall have a term during the period
the director serves as a director of the Company
until such time when he /she is removed by the board
of directors by a majority vote or not elected by the
next shareholder meeting.
3.3 This Agreement shall be governed by and construed
under the laws of the State of New York. If any
provision of this Agreement shall be invalid or
unenforceable, and this Agreement as thereby amended
shall remain in full force and effect..
3.4 Arbitration is the only and exclusive remedy to the
parties for any dispute arising from this agreement.
The parties hereby expressly waive the right to any
jury or non-jury trial and hereby expressly submit to
the exclusive jurisdiction of am arbitration tribunal
under the auspices of the American Association in the
city of New York with such tribunal composed of three
arbitrators of which one is selected respectively by
the parties. The xxxx of the tribunal shall be
exclusive, binding, final and enforceable against the
parties. In any arbitration arising out of this
Agreement the prevailing party shall be entitled to
request, and receive an amount as and for the
reasonable counsel fees and expenses incurred by the
prevailing party in connection with such action,
proceeding, or arbitration.
3.5 In this Agreement, unless the context requires
otherwise or it is otherwise expressly provided,
words denoting any gender in clued all genders.
IN WITNESS WHEREFOR, the Company and Independent Director have executed
this Agreement as of the day and year first above written.
Signed: /s/ Xxxxxx X. Xxxxx Signed: /s/ Xxxxxx Xxx
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Name in Print: Xxxxxx X. Xxxxx Name in Print: Xxxxxx Xxx
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Title: Independent Director Title: Chairman
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Date: June 21, 2005 Date: June 21, 2005
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AMENDMENT NO. 1 TO
SERVICE AGREEMENT
THIS AMENDMENT NO. 1 ("Amendment") to the Service Agreement dated June
21, 2005 (the "Agreement") is made and entered into this 8th day of March 2006,
by and among American oriental Bioengineering, Inc., a Nevada corporation (the
"Company") and Xxxxxx X. Xxxxx ("Independent Director"), who are all of the
parties to the Agreement.
RECITAL
WHEREAS, the Company recognizes the unique qualifications of the
Independent Director and desires to secure the services of the Independent
Director on the terms and conditions set forth herein; and
WHEREAS, the Independent Director is prepared to commit to such
services in return for specific arrangements or compensation and/or other
benefits on the terms and conditions set forth herein.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing recitals, the terms
of which are incorporated herein and made a part hereof, the parties hereto
agree as follows:
1. Section 2.1 of the Agreement is hereby deleted in its entirety and
the following new paragraph 1 is inserted in lieu thereof:
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1. The Company agrees to pay Independent Director an annual retainer (the
"Retainer") of $30,000 to be paid by monthly installments of $2,500 per
month. In addition, Independent Director shall be granted a total
number of restricted shares of the common stock of the Company with a
total market value of $30,000 for every year of service rendered to the
Company. The calculation of the market value shall be based on 100% of
the average closing prices for the five trading days prior to and
including the day of the signing of the Service Agreement, that is, the
average of $1.46, $1.38, $1.40, $1.40, and $1.32 (representing the
closing prices from June 15, 2005 through June 21, 2005) equal to
$1.392. Then $30,000 divided by $1.392 equals 21,552 shares, which
shall be issued at the anniversary of service. Company shall be
responsible for all the cost associated with the removal of the
restrictive legend upon the completion of one-year minimum restrictive
period of such shares granted.
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IN WITNESS WHEREOF, the parties have duly executed this Agreement and
made it effective as of the day and year first set forth above.
Signed: /s/ Xxxxxx X. Xxxxx Signed: /s/ Xxxxxx Xxx
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Name in Print: Xxxxxx X. Xxxxx Name in Print: Xxxxxx Xxx
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Title: Independent Director Title: Chairman of the Board
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Date: March 9, 2006 Date: March 11, 2006
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