CHINA AGRITECH, INC. INDEPENDENT DIRECTOR CONTRACT
Exhibit
99.1
CHINA
AGRITECH, INC.
THIS
AGREEMENT (this “Agreement”) is made
as of the 8th
day of January, 2010 and is by and between China Agritech, Inc., a Delaware
corporation (hereinafter referred to as the “Company”) and Xx.
Xxxxxxx Law (hereinafter referred to as the “Director”).
The Board
of Directors of the Company desires to appoint the Director to serve as a member
of the Board of Directors and to have the Director perform the duties of an
independent director and the Director desires to be so appointed for such
position and to perform the duties required of such position in accordance with
the terms and conditions of this Agreement.
In
consideration of the premises and the mutual covenants and agreements contained
herein, the adequacy and sufficiency of which are hereby acknowledged, the
Company and the Director hereby agree as follows:
1. DUTIES. The Company
requires that the Director will be available to perform the duties of an
independent director customarily related to this function, customarily performed
by independent directors of similarly situated companies and as may be
determined and assigned by the Board of Directors of the Company and/or required
by the Company’s constituent instruments, including its certificate or articles
of incorporation, bylaws and its corporate governance and board committee
charters, each as amended or modified from time to time, and by applicable law,
including the Delaware General Corporation Law. The Director agrees
to devote as much time as necessary to perform completely the duties as the
Director of the Company, including duties as a member of the Nominating and
Governance Committee and/or such other committees as the Director may hereafter
be appointed to.
8. INDEMNIFICATION. The
Company shall indemnify, defend and hold harmless the Director, to the full
extent allowed by the law of the State of Delaware, and as provided by, or
granted pursuant to, any charter provision, bylaw provision, agreement
(including, without limitation, the Indemnification Agreement executed
herewith), vote of stockholders or disinterested directors or otherwise, both as
to action in the Director’s official capacity and as to action in another
capacity while holding such office. The Company and the Director are
executing the Indemnification Agreement in the form attached hereto as Exhibit
A.
11. GOVERNING LAW. This
Agreement shall be interpreted in accordance with, and the rights of the parties
hereto shall be determined by, the laws of the State of Delaware without
reference to that state’s conflicts of laws principles.
CHINA
AGRITECH, INC.
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BY:
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/s/ Xx Xxxxx | ||
Name:
Xx Xxxxx
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Title:
CEO and President
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INDEPENDENT
DIRECTOR
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/s/
Xxxxxxx Law
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Name:
Xxxxxxx Law
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Address:
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Xxxx
0000, Xxxxxxxx X,
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Xxxx
Xxxxxx Xxxxxxxxx,
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Xxxxxxx,
Xxxxx
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