CHINA TRANSINFO TECHNOLOGY CORP. DIRECTOR AGREEMENT
Exhibit
10.1
THIS
AGREEMENT (this “Agreement”)
is
made as of the 28th
day of
September, 2008 (the “Effective Date”) and is by and between China TransInfo
Technology Corp., a Nevada corporation (hereinafter referred to as the
“Company”)
and
Xxxxxxx Xx-Xxxx Xxx (hereinafter referred to as the “Director”).
BACKGROUND
On
July
17, 2008, the Company and two major shareholders of the Company, Xxxxxx
Investment Holdings Limited and Leguna Verde Investments Limited (the “Major
Shareholders”), entered into a voting agreement (the “Voting Agreement”) with
SAIF Partners III L.P. (“SAIF”), pursuant to which, among other things, the
Company agreed to increase the size of its Board of Directors to seven and
ensure the election of the Director within a pre-defined period. In addition,
under the Voting Agreement, SAIF and the Major Shareholders agreed, during
the
term of the Voting Agreement, to vote, or cause to be voted, all shares owned
by
them, to ensure that the Director will be elected as a director of the Company.
The
Board
of Directors of the Company now desire to appoint the Director to fill an
existing vacancy and to have the Director perform the duties of a 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 a
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.
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 $18,000 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 directors for serving on, and
attending meetings of, committees of its Board of Directors and the board of
directors of its subsidiaries. In addition to the foregoing, the Director will
be granted nonstatutory stock options for the purchase of 30,000 shares of
common stock. The
options shall vest in equal installments on a quarterly basis over a three-year
period. The stock option grant shall be evidenced by a stock option agreement
(the “Stock
Option Agreement”)
and
the stock options will be subject to the terms and conditions of such Stock
Option Agreement.
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. TERMINATION.
Subject
to the Voting Agreement, 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.
7. 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.
2
8. 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.
9. 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.
10. 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.
11. 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.
12. 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.
13. 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.
14. 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.
15. 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.
16. NOTICE
OF MATERIAL CHANGE IN FINANCIAL CONDITION OF COMPANY.
The
Company shall notify the Director in writing, at the earliest practicable time,
of any material adverse change in the financial condition of the Company or
of
any other material event or condition that may require action by the Director
in
his capacity as a director or otherwise related to his duties as a director
under this Agreement.
[Signature
Page Follows]
3
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed and signed as of the Effective Date.
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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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DIRECTOR
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BY:
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/s/
Xxxxxxxx Xx-Xxxx Xxx
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Name:
Xxxxxxx Xx-Xxxx Xxx
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Address:
00X Xxxxx X
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Xxxxxxx
Xxxxxxxxxxxxx Xxxxx Xxxxxx
0X
Xxxxxxxxxxxxx Xxxxxx
Xxxxxxxx
Xxxxxxxx
Xxxxxxx,
Xxxxx 000000
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