December 20, 2007 Perfectenergy International Ltd.
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December
20, 2007
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Xx.
000 Xxx Xxxx Xxxx,
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| Xinzhuang Town, | |
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Shanghai
201100
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Peoples
Republic of China
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Xxxx
Xxxxxxx
0000
Xxxxxx Xxxxx Xxxxxx Xxxx.
Suite
400
Beverly
Hills, CA 90210
Dear
Xxxx:
We
would
very much like to have your commitment to become a member of our Board of
Directors and assist us to the growth of our company.
This
letter, when executed by both parties, replaces the agreement between you and
the Company dated August 8, 2007 and the agreement between you and the Company
dated November 19, 2007. This letter is intended to re-formalize the terms
of
your participation as a member of the Board of Directors of Perfectenergy
International Ltd., a Nevada Corporation (the "Company"). The term of your
role
as a member of the Board of Directors for the Company will be three (3) years.
As
compensation for your good faith efforts to promote the business interests
of
the Company, the Company will grant you 1,000,000 Options to purchase Company
Common Stock at $0.70 per share (such number of options and exercise price
subject to adjustment for stock splits, dividends, combinations,
recapitalizations and the like). Thirty (30%) of the Options will be vested
on
the grant date and the remaining seventy (70%) will vest on an annual basis
over
a period of three years of the grant date, with the vesting beginning on August
8, 2007. In addition, you shall receive $5,000 per month for your services.
The
Company agrees to immediately register your options on a registration statement
on Form S-8 or any equivalent. We will also cover your travel and administrative
expenses in connection with your services as a director, not to exceed $15,000
per quarter. You shall also be entitled to reimbursement of expenses incurred
in
performing your responsibilities hereunder in excess of $15,000 per quarter
to
the extent pre-approved by the Company. The Company shall provide you with
liability insurance as director of the board.
Your
responsibilities as Board member shall include but are not limited to;
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Attend
a minimum of four (4) quarterly meetings per calendar year. The
Company
shall give appropriate advance notice of the scheduling of the
quarterly
meetings.
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Promote
interests of the Company through raising its profile, making introductions
to generate new business opportunities, introduce potential full
time
executives and employees and strengthening the Board of Directors
and
investor base of the Company.
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As
requested by the Board of Directors, serve on designated subcommittees
of
the Board of Directors such as the compensation committee, audit
committee, etc.
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In
performing your services on the Board of Directors, you will be an independent
contractor and not an employee of the Company. You will not be entitled to
any
additional compensation or participate in any benefit plans of the Company
in
connection with your services hereunder. You may not bind the Company or act
as
a principal or agent thereof.
You
represent and agree that you are accepting the Granted Interests for your own
account and not with a view to or for sale in connection with any distribution
thereof. You understand that such Granted Interests will be subjected to the
restrictions in the Company's Articles of Incorporation and Bylaws and will
not
be freely transferable and you represent that you either have a preexisting
personal or business relationship with the Company or its Board of Directors
or
controlling persons or, by reason of your business or financial experience,
have
the capacity to protect your own interest in connection with receiving such
Granted Interests as compensation. You further represent that you were not
solicited by publication of any advertisement in connection with the receipt
of
such Granted interests and that you have consulted tax counsel as needed
regarding such Granted Interests.
Notwithstanding
anything to the contrary, your participation on the Company’s Board of Directors
may be terminated at any time with the vote of at least 2/3 of the Company’s
stockholders for any or no reason, or at any time for any or no reason by you
upon written notice to the Company. Upon such termination, the right to
compensation hereunder will terminate subject to the Company's obligation to
pay
you any Board fees earned with respect to prior meetings attended, the Company's
obligation to reimbursement of approved expenses already incurred, and your
right to retain the Granted Interests to the extent granted prior to the date
of
such termination.
While
serving as a director, you will acquire and have access to confidential or
proprietary information about the Company, including but not limited to, trade
secrets, methods, models, passwords, financial information and records,
agreements and/or contracts between the Company and its clients, client
contacts, technical materials and designs, sales promotions and campaigns,
budgets, practices, concepts, strategies, methods of operation, business
projections of the Company. The foregoing shall be collectively referred to
as
“confidential information”. You are aware that the confidential information is
not readily available to the public and accordingly, you hereby agree that
you
will not, at any time (whether during the term of, or after termination of
this
Agreement), disclose to anyone (other than your counsel in the course of a
dispute arising from the alleged disclosure of confidential information or
as
required by law) any confidential information, or utilize such confidential
information for his own benefit, or for the benefit of third parties. You agree
that the foregoing restrictions shall apply whether or not any such information
is marked "confidential" and regardless of the form of the information. The
term
“confidential information” does not include information which (i) is or becomes
generally available to the public other than by breach of this provision or
(ii)
is learned from a third party who is not under an obligation of confidence
to
the Company or a client of the Company.
Execution
of the signature block (which may be in counterparts) below shall indicate
agreement to the terms outlined above. This letter is to be construed and
enforced in accordance with the internal laws of the State of Nevada and
contains the entire agreement of the parties with respect to the subject matter
hereof. This letter may not be assigned by either party.
PERFECTENERGY
INTERNATIONAL
LIMITED
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By:
_/s/
Xxxxxx Xx_________
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Date:
______________
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Name:
Xxxxxx Xx
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Title:
President
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XXXX
XXXXXXX
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_/s/
Xxxx Xxxxxxx__________
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Date:
______________
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