DIRECTOR AGREEMENT
Exhibit 10.1
This DIRECTOR AGREEMENT is made as of this 25th day of May, 2011 (the "Agreement"), by and between China Advanced Construction Materials Group, Inc., a Delaware corporation (the "Company") and Wang Yang (the “Director”).
The Director will use his best efforts to promote the interests of the Company. The Company recognizes that the Director (i) is a full-time executive employee of another entity and that his responsibilities to such entity must have priority and (ii) sits on the Board of Directors of other entities. Notwithstanding same, the Director will use reasonable business efforts to coordinate his respective commitments so as to fulfill his obligations to the Company and, in any event, will fulfill his legal obligations as a director. Other than as set forth above, the Director will not, without the prior written approval of the Board, engage in any other business activity which could materially interfere with the performance of his duties, services and responsibilities hereunder or which is in violation of the reasonable policies established from time to time by the Company, provided that the foregoing shall in no way limit his activities on behalf of (i) his current employer and its affiliates or (ii) the Board of Directors of those entities on which he sits.
A monthly fee of U.S $2,083.33
The Director's status during the Directorship Term shall be that of an independent contractor and not, for any purpose, that of an employee or agent with authority to bind the Company in any respect. All payments and other consideration made or provided to the Director under Sections 3 and 4 shall be made or provided without withholding or deduction of any kind, and the Director shall assume sole responsibility for discharging, all tax or other obligations associated therewith.
• 2,500 shares of the Company’s common stock shall vest three (3) months from the date hereof (the “Three Month Vesting Date”) provided that the Director maintains a position on the Board as of the Three Month Vesting Date;
• an additional 2,500 shares of the Company’s common stock shall vest six (6) months from the date hereof (the “Six Month Vesting Date”) provided that the Director maintains a position on the Board as of the Six Month Vesting Date;
• an additional 2,500 shares of the Company’s common stock shall vest nine (9) months from the date hereof (the “Nine Month Vesting Date”) provided that the Director maintains a position on the Board as of the Nine Month Vesting Date;
• an additional 2,500 shares of the Company’s common stock shall vest twelve (12) months from the date hereof (the “Twelve Month Vesting Date”) provided that the Director maintains a position on the Board as of the Twelve Month Vesting Date;
• one (1) year from the date hereof, subject to a one (1) year renewal term upon re-election by a majority of the shareholders of the Company;
(b) the death of the Director ("Death");
(c) the termination of the Director from the position of member of the Board by the mutual agreement of the Company and the Director;
(d) the removal of the Director from the Board by the shareholders of the Company;
(e) the resignation by the Director from the Board if after the date hereof, the Chief Executive Officer of his current employer determines that the Director's continued service on the Board conflicts with his fiduciary obligations to his current employer (a "Fiduciary Resignation"); and
(f) the resignation by the Director from the Board if the board of directors or the Chief Executive Officer of his current employer requires the Director to resign and such resignation is not a Fiduciary Resignation.
The provisions of this Section 7 shall survive any termination of the Directorship Term, and the existence of any claim or cause of action by the Director against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of the covenants and agreements of this Section 7.
If to the Company:
Xxxxx Xxxxx, 0 Xxxxxxxxxxx Xxxx, Xxxxx 0000
Xxxxxxx Xxxxxxxx, Xxxxxxx 100080 PRC
with a copy to:
Xxxxx Xxxx
Xxxxxxxxx Xxxxxxxx Xxxx Xxxxxxx LLP
0000 X Xxxxxx, X.X. Xxxxxxxxxx, XX 00000-0000
Tel: 000.000.0000 | Fax: 000.000.0000
If to the Director:
Wang Yang
Either of the parties hereto may change their address for purposes of notice hereunder by giving notice in writing to such other party pursuant to this Section 10.
14. Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware, without reference to the principles of conflict of laws. All actions and proceedings arising out of or relating to this Agreement shall be heard and determined in any Delaware state or federal court and the parties hereto hereby consent to the jurisdiction of such courts in any such action or proceeding; provided, however, that neither party shall commence any such action or proceeding unless prior thereto the parties have in good faith attempted to resolve the claim, dispute or cause of action which is the subject of such action or proceeding through mediation by an independent third party.
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IN WITNESS WHEREOF, the Company has caused this Director Agreement to be executed by authority of its Board of Directors, and the Director has hereunto set his hand, on the day and year first above written.
By:
Name: Xxxxxx Xxx
Title: Chief Executive Officer
DIRECTOR
Name: Wang Yang