CHINA SLP FILTRATION TECHNOLOGY, INC. INDEPENDENT DIRECTOR AGREEMENT
Exhibit 10.14
THIS
AGREEMENT (the "Agreement")
is made as of the _ day of May 2010 and is by and between China SLP Filtration
Technology, Inc., a Delaware corporation (hereinafter referred to as the "Company"),
and Xxxxxxx Xxxxx (hereinafter referred to as the "Director").
WHEREAS, it is essential to
the Company to attract and retain accomplished and capable individuals 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
WHEREAS, the Board desires to
appoint the Director to serve as and perform the duties of an independent
director and the Director desires to be so appointed and to perform the duties
required of such position in accordance with the terms and conditions of this
Agreement;
NOW, THEREFORE, in
consideration of the premises and the mutual promises contained herein, the
adequacy and sufficiency of which are hereby acknowledged, the Company and the
Director hereby agree as follows:
1.
DUTIES. Effective on his appointment by the
Board, Director will serve as a director of the Company and perform
all duties of a director of the Company, including without limitation
(1) attending meetings of the Board, (2) serving on one or more
committees of the Board (each a “Committee”)
and attending meetings of each Committee of which Director is a member,
(3) using his judgment and advice in the best interests of the
shareholders, and (4) any other customary duties of a director as may be
determined and assigned by the Board and as may be required by the Company’s
certificate 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 by the Delaware General Corporation Law
("DGCL").
The
Director agrees to devote sufficient time to perform the duties of a director of
the Company, including duties as a member of such committees as the Director may
hereafter be appointed to. The Director will perform such duties in
accordance with his fiduciary duty as a director arising under the
DGCL.
2.
TERM. This
Agreement shall be effective commencing as of the date of the Director’s
appointment by the Board and shall continue for so long as Director shall
continue to be a director.
3.
COMPENSATION. The Company will compensate the Director as
follows:
(i) The
Company shall pay the Director an annual retainer fee of $24,000 with $2,000 to
be paid at the beginning of each month.
(ii) For
attendance at meetings by telephone conference all, the Director will be paid no
additional fee.
(iii) The
Company will, pursuant to the terms and conditions of an equity incentive plan
to be adopted by the Company, grant to the Director 30,000 shares of restricted
stock with one third vesting on the date of grant, one third vesting on the
first anniversary of the date of grant and one third vesting on the second
anniversary of the grant date with the restricted stock ceasing to vest as of
the date Director ceases to be a director of the
Company. Director shall be eligible for other awards subject to
Board approval.
(iv) For
each meeting of the Board and Committee for which the Company requests
attendance in person, the Company will reimburse for travel expenses incurred
including airfare from home base to meeting location, ground transportation,
meals, hotel, visas, phone, internet connections costs, and other miscellaneous
expenses for the duration of the trip.
4. EXPENSES.
In addition to the compensation and reimbursement provided in paragraph 3
hereof, the Company will reimburse the Director for pre-approved reasonable
business-related expenses incurred in good faith in the performance of the
Director’s duties for the Company. Such payments shall be made by the
Company upon submission by the Director of a signed statement itemizing the
expenses incurred. Such statement shall be accompanied by receipts or
documentation for the expenditures.
5.
CONFIDENTIALITY. The Company and the Director each acknowledge that, in
order for the intent and purposes of this Agreement to be accomplished, the
Director shall be obtaining access to certain confidential information
concerning the Company and its affairs, including but not limited to business
methods, financial data and strategic plans which are unique assets of the
Company ("Confidential
Information"). The Director covenants not to, either directly or
indirectly, in any manner, utilize or disclose to any person, firm, corporation,
association or other entity any Confidential Information. The Company
and the Director each acknowledge that, in order for the intent and purposes of
this Agreement to be accomplished, the Company shall necessarily be obtaining
access to certain intellectual capital, benefit of the Director’s experience and
expertise, and contacts possessed by the Director (“DIC”). The Company covenants
not to, either directly or indirectly, in any manner, utilize or disclose to any
person, firm, corporation, association or other entity any “DIC” except as the
Director may allow in writing; provided, however, that all DIC
shall be identified to the Company in connection with its disclosure and provided, further, that such
DIC shall not be otherwise publicly available or known to the
Company.
6.
NON-COMPETE. During the term of this Agreement and for a period of twelve
(12) months thereafter (the "Restricted
Period"), the Director shall not, directly or indirectly, (i) in any
manner whatsoever engage in any capacity with any business competitive with the
Company’s current lines of business or any business then engaged in by the
Company, any of its subsidiaries or any of its affiliates (the "Company's
Business") for the Director’s own benefit or for the benefit of any
person or entity other than the Company or any subsidiary or affiliate; or (ii)
have any interest as owner, sole proprietor, shareholder, partner, lender,
director, officer, manager, employee, consultant, agent or otherwise in any
business competitive with the Company's Business; provided, however, that the
Director may hold, directly or indirectly, solely as an investment, not more
than two percent (2%) of the outstanding securities of any person or entity
which are listed on any national securities exchange or regularly traded in the
over-the-counter market notwithstanding the fact that such person or entity is
engaged in a business competitive with the Company's Business. In addition,
during the Restricted Period, the Director shall not develop any property for
use in the Company’s Business on behalf of any person or entity other than the
Company, its subsidiaries and affiliates.
7.
TERMINATION. With or without cause, the Board and the Director
may each terminate this Agreement at any time upon ten (10) days’ written
notice, and the Company shall be obligated to pay to the Director the
compensation and expenses due up to the date of the
termination. Nothing contained herein or omitted here from
shall prevent the shareholders of the Company from removing the Director with
immediate effect at any time for any reason.
8.
INDEMNIFICATION. The Company shall, to the fullest extent
allowed by the DGCL, indemnify and hold the Director harmless from and against
any expenses, including reasonable attorney’s fees, judgments, fines,
settlements and other legally permissible amounts (“Losses”),
incurred in connection with any proceeding arising out of, or related to, the
Director’s position with the Company. The Company shall advance to
the Director any expenses, including attorney’s fees and costs of settlement,
incurred in defending any such proceeding to the fullest extent allowed by the
DGCL. Such costs and expenses incurred by the Director in defense of
any such proceeding shall be paid by the Company in advance of the final
disposition of such proceeding promptly upon receipt by the Company of (a)
written request for payment; (b) appropriate documentation evidencing the
incurrence, amount and nature of the costs and expenses for which payment is
being sought; and (c) an undertaking adequate under applicable law made by or on
behalf of the Director to repay the amounts so advanced if it shall ultimately
be determined pursuant to any non-appealable judgment or settlement that the
Director is not entitled to be indemnified by the Company or any subsidiary
thereof.
9.
AMENDMENT 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 any occasion
will be deemed to constitute or will constitute a waiver of that provision on
any other occasion or a waiver of any other provision of this
Agreement.
10. NOTICE. Any and
all notices referred to herein shall be sufficient if furnished in writing at
the addresses specified on the signature page hereto or, if to the Company, to
the Company’s address as specified in filings made by the Company with the U.S.
Securities and Exchange Commission and if by fax to 011-86-____ with a copy
(which shall not constitute notice) by fax to 000-000-0000.
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.
12. ASSIGNMENT.
The rights and benefits of the Company under this Agreement shall be
transferable, and all the covenants and agreements hereunder shall inure to the
benefit of, and be enforceable by or against, its successors and assigns. The
duties and obligations of the Director under this Agreement are personal and
therefore the Director may not assign any right or duty under this Agreement
without the prior written consent of the Company.
13.
MISCELLANEOUS. If any provision of this Agreement shall be declared
invalid or illegal, for any reason whatsoever, then, notwithstanding such
invalidity or illegality, the remaining terms and provisions of this Agreement
shall remain in full force and effect in the same manner as if the invalid or
illegal provision had not been contained herein.
14. ARTICLE
HEADINGS. The article headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
15.
COUNTERPARTS. This Agreement may be
executed in any number of counterparts, all of which taken together shall
constitute one instrument. Facsimile execution and delivery of this Agreement is
legal, valid and binding for all purposes.
16. ENTIRE
AGREEMENT. Except as provided elsewhere herein, this Agreement sets forth
the entire agreement of the parties with respect to its subject matter and
supersedes all prior agreements, promises, covenants, arrangements,
communications, representations or warranties, whether oral or written, by any
officer, employee or representative of any party to this Agreement with respect
to such subject matter.
[Signature Page
Follows]
IN WITNESS WHEREOF, the
parties hereto have caused this Independent Director Agreement to be duly
executed and signed as of the day and year first above written.
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CHINA
FILTRATION TECHNOLOGY, INC.
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By:
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/s/ Li Lie
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Name: Xx
Xxx
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Title:
CEO
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INDEPENDENT
DIRECTOR
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/s/ Xxxxxxx Xxxxx
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Xxxxxxx
Xxxxx
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