INDEPENDENT DIRECTOR AGREEMENT
THIS
INDEPENDENT DIRECTOR AGREEMENT (“Agreement”) is made effective
as of May 8, 2010 by and between HUIFENG BIO-PHARMACEUTICAL TECHNOLOGY, INC., a
Nevada Corporation (“Company”), and LUI XXX XXXXX
(“Director”).
WHEREAS, it is essential to the Company
to attract and retain as directors the most capable persons available to serve
on the board of directors of the Company (the “Board”); and
WHEREAS, the Company believes that
Director possesses the necessary qualifications and abilities to serve as a
director of the Company and to perform the functions and meet the Company’s
needs related to its Board.
NOW, THEREFORE, the parties agree as
follows:
1. Service as Director and
Chairperson of Audit Committee. Director will serve as a director of the
Company for one year since the date hereof in accordance with the bylaws of the
Company and perform all duties as a director of the Company, including without
limitation (1) attending meetings of the Board, (2) serving as the Audit
Committee Chairperson along with other committees of the Board (each a “Committee”) and attending
meetings of each Committee of which Director is a member and (3) act in a good
manner not opposed to the best interests of the Company.
2. Compensation and
Expenses.
(a) Director
Compensation. The Company will pay to Director an annual stock grant (the
“Compensation”) of
30,000 shares of the Company’s restricted common stock (“Stock”). Such Stock shall be
delivered on December 31 of each year of service, as adjusted below. The Board
reserves the right to increase the Compensation from time to time, but may not
reduce the Compensation below the amounts stated above. If Director’s service on
the Board or any Committee begins or ends prior to completion of one year, as
measured from the effective date, and each succeeding anniversary of the
effective date, the Compensation for that year will be prorated on a per diem
basis as appropriate to reflect the portion of the year during which services
were rendered.
(b) Expenses. The
Company will reimburse Director for all reasonable, out-of-pocket expenses,
approved by the Company in advance, incurred in connection with the performance
of Director’s duties under this Agreement (“Expenses”).
(c) Other
Benefits. The Board may from time to time authorize additional
compensation and benefits for Director, including stock options or restricted
stock.
(d) Payments. The
Compensation of Stock as set forth in Section 2(a) of this Agreement shall be
issued by the end of each year. The Company will pay for Expenses as
incurred upon submission of receipts and a written request for
payment. The Company may withhold from any payment any amount of
withholding required by law.
3. Amendments and
Waiver. No supplement, modification or amendment of this
Agreement will be binding unless executed in writing by both
parties. No waiver of any provision of this Agreement on a particular
occasion will be deemed or will constitute a waiver of this Agreement on a
particular occasion will be deemed or will constitute a waiver of that provision
on a subsequent occasion or a waiver of any other provision of this
Agreement.
4. Binding
Effect. This Agreement will be binding upon and inure to the
benefit of and be enforceable by the parties and their respective successors and
assigns.
5. Severability. The
provisions of this Agreement are severable, and any provision of this Agreement
that is held by a court of competent jurisdiction to be invalid, void, or
otherwise unenforceable in any respect will not affect the validity or
enforceability of any other provision of this Agreement.
6. Governing
Law. This Agreement will be governed by and construed and
enforced in accordance with the laws of the State of Nevada applicable to
contracts made and to be performed in that state without giving effect to the
principles of conflicts of laws.
IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date shown
above.
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DIRECTOR:
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By:
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/s/
Jing’xx Xxxx
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By:
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/s/
Lui Xxx Xxxxx
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Name:
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Jing’xx
Xxxx
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Name:
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Lui
Xxx Xxxxx
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Title:
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Chief
Executive Officer
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Date:
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May
8, 2010
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Date:
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May
8, 2010
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