INDEPENDENT DIRECTOR AGREEMENT
THIS INDEPENDENT DIRECTOR
AGREEMENT is made effective as of April 6, 2009 (“Agreement”)
between AMERICAN NANO SILICON
TECHNOLOGIES,
INC., a California corporation (“Company”),
and Xxx Xxxxxx (“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.
Director will serve as a director of the Company and perform all duties as a
director of the Company, including without limitation (1) attending
meetings of the Board, (2) attending meetings of each Committee of which
Director is a member, (3) using reasonable efforts to promote the business
of the Company. The Company currently intends to meet on the first Wednesday of
each quarter except January, together with additional meetings of the Board and
Committees as may be required by the business and affairs of the
Company.
2. Compensation and
Expenses.
(a) Retainer. The
Company will pay to Director an annual retainer (the “Retainer”)
of $5,000 cash. The Board reserves the right to increase the Retainer from time
to time, but may not reduce the Retainer below the amounts stated above. If
Director’s service on the Board or any Committee does not begin or end at the
beginning of a calendar year, the Retainer 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
Company will pay the cash portion of the Retainer in two equal installments
following the close of six and twelve months service of each year, measured from
the Effective Date of the Agreement, and so forth in six month
intervals. The Restricted Share portion of the Retainer shall also be
issued in two equal installments, the number of shares for the
entire restricted stock portion of the retainer will be determined as of
the effective date. The "dates of issue" for the restricted stock for the
first installment will be the effective date of this agreement and the second
installment will be the date six months after the effective date, and so forth
in six month intervals. The Company will pay for Expenses as incurred upon
submission of receipts and a 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
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 California 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.
| AMERICAN NANO SILICON TECHNOLOGIES, INC. | DIRECTOR: | |
| By: /s/Pu Fachun | By: /s/Xxx Xxxxxx | |
| Name: Pu Fachun | Name: Xxx Xxxxxx | |
| Title: Chief Executive Officer | ||
| Date: April 6, 2009 | Date: April 6, 2009 |
