CHINA TRANSINFO TECHNOLOGY CORP. INDEPENDENT DIRECTOR’S CONTRACT
Exhibit
10.1
INDEPENDENT
DIRECTOR’S CONTRACT
THIS
AGREEMENT (this “Agreement”)
is
made as of the 1st
day of
May, 2008 (the “Effective Date”) and is by and between China TransInfo
Technology Corp., a Nevada corporation (hereinafter referred to as the
“Company”)
and
Xxx Xxxxx (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.
During
the term, the Director shall provide those services required of an independent
director under 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, and as may be
determined and assigned by the Board of Directors of the Company. The Director
agrees to competently and diligently perform the duties required of him as
the
Director of the Company and make himself available to the Company at mutually
convenient times and places. Such duties shall include, but shall not be limited
to, duties as a member of the Audit Committee and such other committees as
the
Director may hereafter be appointed to at the reasonable request of the Board
of
Directors. 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 $30,000 per annum, payable in
equal monthly installments, to be paid in advance on the first (1st)
day of
each month. 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. In addition to the foregoing, within fifteen
(15)
business days of the Effective Date, the Director will be granted nonstatutory
stock options for the purchase of 30,000 shares of common stock (the
“Shares”).
The
option’s exercise price will be equal to the value determined by the Company
on
the
date of grant. The options shall vest in equal installments (“Installments”) on
a quarterly basis over a three-year period, such that the first Installment
of
2,500 shares shall vest immediately on the grant date and each successive
Installment shall vest on the first (1st)
day of
each quarter thereafter. 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 reasonable business related expenses incurred in
good
faith in the performance of the Director’s duties for the Company, including,
but not limited to, all reasonable and necessary pre-approved travel, and other
out-of-pocket business expenses incurred by Director in connection with the
performance of his duties hereunder. 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. Without limiting the foregoing, the Company shall
reimburse the Director for all attorney’s fees incurred by Director with a
maximum amount of $15,000 in connection with review of this Agreement, review
of
applicable Director’s and Officers Insurance Coverage policies and documents,
and other legal matters in connection with Director’s acceptance of a position
on the Board of Directors of the Company and execution of this Agreement.
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.
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6. NON-COMPETE.
During
the term of this Agreement and for a period of six (6) 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. For
purposes of this Agreement, an entity is competitive with the Company’s Business
if such entity is or is in the process of becoming a Geography Information
Systems (“GIS”) application software and/or services provider. Director is a
Certified Public Accountant and a partner in the accounting firm of Trien,
Rosenberg, Rosenberg, Weinberg, Ciullo, & Xxxxxxx LLP (The Trien Firm). The
Non-Compete restrictions set forth in this Paragraph 6 shall not apply to
any professional services performed by the Trien Firm or the Director in
his capacity as Certified Public Accountant.
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. If the Agreement is terminated by the Company for any reason,
such
termination shall have no effect on the Options granted to Director hereunder
and, upon any such termination, all Options shall immediately vest, shall remain
vested and shall be immediately exercisable. 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.
In
addition to, and not in limitation of, any and all rights of indemnification
under the Company’s articles of incorporation, Bylaws, agreement (including,
without limitation, the Indemnification Agreement executed herewith) or
otherwise (including, without limitation, any insurance policies), the Company
shall indemnify, defend and hold harmless the Director, to the fullest extent
permitted by the law, from any and all loss, claim, damage or cause of action,
including reasonable attorneys’ fees related thereto, incurred by the Director
in the performance of his duties and obligations under this Agreement. This
Section 8 shall survive the termination of this Agreement. The Company and
the
Director are executing the Indemnification Agreement in the form attached hereto
as Exhibit A.
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 New York without
reference to that state’s conflicts of laws principles.
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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.
17. NOTICE
OF MATERIAL CHANGE IN FINANCIAL CONDITION OF COMPANY.
The
Company shall notify 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 an independent director or otherwise related to his duties as an
independent director under this Agreement.
[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 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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INDEPENDENT
DIRECTOR
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BY:
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/s/
Xxx Xxxxx
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Name:
Xxx Xxxxx
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Address:
000 Xxxx 00xx Xxxxxx
Xxx
Xxxx, Xxx Xxxx 00000-0000
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