SUTOR TECHNOLOGY GROUP LIMITED INDEPENDENT DIRECTOR’S CONTRACT
XXXXX
TECHNOLOGY GROUP LIMITED
INDEPENDENT
DIRECTOR’S CONTRACT
THIS
INDEPENDENT DIRECTOR’S CONTRACT (the “Agreement”) is made
as of the 20th day of January, 2010 and is by and between Xxxxx Technology Group
Limited, a Nevada corporation (hereinafter referred to as the “Company”), and Xxxxxx
Xxxxxxx (hereinafter referred to as the “Director”).
BACKGROUND
The
Company desires to retain the Director for the duties of Independent Director
and the Director desires to be retained 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 and as may be required by the Company’s
constituent instruments, including its 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 Revised
Statutes. 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 the chairman of the Audit Committee and a member of Compensation
Committee, Governance and Nominating 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 Chapter 78 of the Nevada Revised Statutes.
2. TERM. The
term of this Agreement shall commence as of the date hereof and shall continue
until the Director’s removal, resignation or the one-year anniversary of the
date hereof, whichever is earlier. This 12-month period ending on the
anniversary date of the Director’s appointment is a “Service
Year.”
3. COMPENSATION. For
all services to be rendered by Director in any capacity hereunder, the Company
agrees to pay Director a fee of USD 55,000 in cash during this Service Year,
paid quarterly.
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
termination of this agreement (the “Restricted Period”),
the Director shall not, directly or indirectly, (a) 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 (b) 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.
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
0000-000-00000000
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.
