SERVICE AGREEMENT
THIS
SERVICE AGREEMENT ("Agreement") is entered into as of the ____ day of,
April
2009 between Yongye
Biotechnology International, Inc, whose principal offices are Suite 608,
Xueyuan International Tower, Xx.0 Xxxxxxx Xxxx, Xxxxxxx Xxxxxxxx, Xxxxxxx, Xxxxx
(hereinafter referred to as the Company") and , (hereinafter
referred to as the "Director") to provide the terms under which the Director
shall perform his functions as a elected independent director to 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 agricultural
nutrient products and activities incidental thereto (the "Business") and the
Company is a public company subject to the securities laws and rules and other
applicable laws and rules of the United States;
WHEREAS, the Company recognizes the
unique qualifications and contributions of the Director and desires to secure
the services of the 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 on compensation and
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 Director do hereby agree as follows:
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1.
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DUTIES
OF THE DIRECTOR
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1.1
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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 and the People’s Republic of China, including not
limited to the applicable securities laws, the laws of the State of
Nevada.
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1.2
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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 or her 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 duties under this
Agreement.
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1.3
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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.
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1.4
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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.
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1.5
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The
Director shall maintain her or his 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.
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2.
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COMPENSATION
AND EXPENSES
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During
his or her term as a Director until the ease of his or her function as a
Director:
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2.1
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The
Company agrees to pay the Director and annual retainer (the
"Retainer") of $
3,333 to be paid
monthly.
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2.2
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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 this Agreement (including,
without limitation, 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.
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3.
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MISCELLANEOUS
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3.1
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This
Agreement expresses the entire understanding and agreement of the parties
and supersedes 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
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This
Agreement shall have a term during the period the director serves as a
director of the Company until such time he or she is removed by the board
of directors by a vote of the majority or not elected by the next
shareholders meeting whichever comes
earlier.
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3.3
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All
rights and remedies herein granted or referred to are cumulative, resort
to one shall not preclude resort to another. No waiver by
either party of a breach of this Agreement, or any part hereof, shall be
deemed to be a waiver of any other prior, concurrent or subsequent breach
of the same or different provisions of this
Agreement.
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3.4
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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, this Agreement shall be deemed amended but only
to the extent required to make it valid and enforceable, and this
Agreement as thereby amended shall remain in full force and
effect.
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3.5
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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 an arbitration tribunal under the auspices of the American
Arbitration Association in the city of New York with such tribunal
composed of three arbitrators of which one is selected by each party and
the third one selected by the two arbitrators already selected
respectively by the parties The xxxx by 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.
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3.6
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In
this Agreement, unless the context requires otherwise or it is otherwise
expressly provided, words denoting any gender include all
genders.
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IN
WITNESS WHEREOF, the Company and the Director have executed this Agreement as of
the day and year first above written.
| Yongye Biotechnology International, Inc. | |
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_______________________________
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By:____________________________
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Director:
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Name: Wu,
Zishen
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Its: Chairman
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