CHINA TRANSINFO TECHNOLOGY CORP. INDEPENDENT DIRECTOR’S CONTRACT
Exhibit
10.3
THIS
AGREEMENT (this “Agreement”)
is
made as of the 1st day of May, 2008 and is by and between China TransInfo
Technology Corp., a Nevada corporation (hereinafter referred to as the
“Company”)
and
Xxx Xxx (hereinafter referred to as the “Director”).
BACKGROUND
The
Board
of Directors of the Company desires to appoint the Director to fill an existing
vacancy 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.
AGREEMENT
In
consideration for the above recited promises 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.
The
Company requires that the Director be available to perform the duties of an
independent director customarily related to this function as may be determined
and assigned by the Board of Directors of the Company and as may be 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 Nevada General Corporation Law. The Director agrees to devote as much time
as is necessary to perform completely the duties as the Director of the Company,
including duties as a member of the Audit Committee and such other committees
as
the Director may hereafter be appointed to. The Director will perform such
duties described herein in accordance with the general fiduciary duty of
directors arising under the Nevada General Corporation Law and Chapter 78 of
the
Nevada Revised Statutes.
2. TERM.
The
term of this Agreement shall commence as of the date of the Director’s
appointment by the board of directors of the Company (in the event the Director
is appointed to fill a vacancy) or the date of the Director’s election by the
stockholders of the Company and shall continue until the Director’s removal or
resignation.
3. COMPENSATION.
The
Company will pay the Director a director’s fee of $20,000 per annum, payable in
equal monthly installments. This fee represents a retainer for services rendered
as a member of the Company’s Board of Directors, and is in addition to any fees
to which the Director may be entitled under guidelines and rules established
by
the Company from time to time for compensating non-employee directors for
serving on, and attending meetings of, committees of its Board of Directors
and
the board of directors of its subsidiaries.
4. EXPENSES.
In
addition to the compensation 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 sufficient documentary matter to support the
expenditures.
5. CONFIDENTIALITY.
The
Company and the Director each acknowledge that, in order for the intents and
purposes of this Agreement to be accomplished, the Director shall necessarily
be
obtaining access to certain confidential information concerning the Company
and
its affairs, including, but not limited to business methods, information
systems, 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.
6. NON-COMPETE.
During
the term of this Agreement and for a period of twelve (12) months following
the
Director’s removal or resignation from the Board of Directors of the Company or
any of its subsidiaries or affiliates (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, stockholder, 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 one percent (1%) of the outstanding securities of any person or entity
which is 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 Company 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 herefrom shall prevent the
stockholder(s) of the Company from removing the Director with immediate effect
at any time for any reason.
8. INDEMNIFICATION.
The
Company shall indemnify, defend and hold harmless the Director, to the full
extent allowed by the law of the State of Nevada, 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.
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9. EFFECT
OF WAIVER.
The
waiver by either party of the breach of any provision of this Agreement shall
not operate as or be construed as a waiver of any subsequent breach
thereof.
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 86-10-
00000000.
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 Nevada without reference
to that state’s conflicts of laws principles.
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]
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IN
WITNESS WHEREOF, the parties hereto have caused this Independent Director’s
Contract to be duly executed and signed as of the day and year first above
written.
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BY:
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/s/
Xxxxxxx Xxx
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Name:
Xxxxxxx Xxx
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Title:
CEO and President
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| INDEPENDENT DIRECTOR | |||
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BY:
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/s/
Xxx Xxx
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Name:
Xxx Xxx
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Address:
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0-0-000
Xxxxxxxxxxxxxxxxxx,
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Xxxxxxx
Xxxxxxxx
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Xxxxxxx,
Xxxxx 100067
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