INDEPENDENT DIRECTOR AGREEMENT
THIS INDEPENDENT DIRECTOR
AGREEMENT is made effective as of April 6, 2009 (“Agreement”)
between CHINA YCT INTERNATIONAL
GROUP, INC., a Delaware corporation (“Company”),
and Xxxxxx X.
Xxxxxxx (“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) serving as the Audit Committee Chairperson along
with other committees of the Board (each a “Committee”)
and 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 $15,000 cash plus $40,000 in the form of restricted shares of the Company’s
common stock, calculated on the average closing price per share for the five (5)
trading days preceding and including the date stock is issued. 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 Delaware 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.
| CHINA YCT INTERNATIONAL GROUP, INC. | DIRECTOR: | |
| By: /s/Tinghe Yan | By: /s/Xxxxxx X. Xxxxxxx | |
| Name: Tinghe Yan | Name: Xxxxxx X Xxxxxxx | |
| Title: Chief Executive Officer | ||
| Date: April 6, 2009 | Date: April 6, 2009 |
