Exhibit
10.1
DIRECTOR
AGREEMENT
This DIRECTOR
AGREEMENT is made as of this 1 st day of February, 2009
(the "Agreement"), by and between Henry County Plywood, a Nevada
corporation holding Organic Region Group a BVI corporation (the
"Company") and Jeremy Goodwin (the "Director").
WHEREAS, the Company
wishes to appoint the Director as a non-executive member of the
Board of Directors of the Company and enter into an agreement with
the Director with respect to such appointment; and
WHEREAS, the
Director wishes to accept such appointment and to serve the Company
on the terms set forth herein, and in accordance with, the
provisions of this Agreement.
NOW, THEREFORE, in
consideration of the mutual covenants contained herein, the parties
hereto agree as follows:
1.
Position . Subject to the terms and provisions of this
Agreement, the Company shall cause the Director to be appointed as
non-executive member of the Board of Directors (the "Board") to
fill an existing but now vacant directorship and the Director
hereby agrees to serve the Company in that position upon the terms
and conditions hereinafter set forth.
2.
Duties . During the Directorship Term (as defined in Section
5 hereof), the Director shall serve as a member of the Board, and
the Director shall make reasonable business efforts to attend all
Board meetings, serve on appropriate subcommittees as reasonably
requested by the Board, make himself available to the Company at
mutually convenient times and places, attend external meetings and
presentations, as appropriate and convenient, and perform such
duties, services and responsibilities and have the authority
commensurate to such position.
The Director will
use his best efforts to promote the interests of the Company. The
Company recognizes that the Director (i) is a full-time executive
employee of another entity and that his responsibilities to such
entity must have priority and (ii) sits on the Board of Directors
of other entities. Notwithstanding same, the Director will use
reasonable business efforts to coordinate his respective
commitments so as to fulfill his obligations to the Company and, in
any event, will fulfill his legal obligations as a director. Other
than as set forth above, the Director will not, without the prior
written approval of the Board, engage in any other business
activity which could materially interfere with the performance of
his duties, services and responsibilities hereunder or which is in
violation of the reasonable policies established from time to time
by the Company, provided that the foregoing shall in no way limit
his activities on behalf of (i) his current employer and its
affiliates or (ii) the Board of Directors of those entities on
which he sits.
3.
Monetary Remuneration .
(a)
Fees and Compensation. During the Directorship Term the Director
shall receive the following compensation and benefits:
·
A
monthly cash fee of $USD3500.
The Director's
status during the Agreement Term shall be that of an independent
contractor and not, for any purpose, that of an employee or agent
with authority to bind the Company in any respect. All payments and
other consideration made or provided to the Director under Sections
3 and 4 shall be made or provided without withholding or deduction
of any kind, and the Director shall assume sole responsibility for
discharging, all tax or other obligations associated
therewith.
(b)
Common Stock Award. During the Directorship Term the Director shall
receive the following stock award of the Company's common stock
(the "Stock Award"):
·
12,500
shares of the Company's common stock for every three (3) month
period of the Directorship Term.
(c)
Expense Reimbursements. During the Directorship Term, the Company
shall reimburse the Director for all reasonable out-of-pocket
expenses incurred by the Director in attending any in-person
meetings, provided that the Director complies with the generally
applicable policies, practices and procedures of the Company for
submission of expense reports, receipts or similar documentation of
such expenses. Any reimbursements for allocated expenses (as
compared to out-of-pocket expenses of the Director) must be
approved in advance by the Company.
4.
Directorship Term . The "Directorship Term", as used in this
Agreement, shall mean the period commencing on the date hereof and
terminating on the earliest of the following to occur:
(a)
the death of the Director ("Death");
(b)
the termination of the Director from the position of member of the
Board by the mutual agreement of the Company and the
Director;
(c)
the removal of the Director from the Board by the shareholders of
the Company;
(d)
the resignation by the Director from the Board if after the date
hereof, the Chief Executive Officer of his current employer
determines that the Director's continued service on the Board
conflicts with his fiduciary obligations to his current employer (a
"Fiduciary Resignation"); and
(e)
the resignation by the Director from the Board if the board of
directors or the Chief Executive Officer of his current employer
requires the Director to resign and such resignation is not a
Fiduciary Resignation.
5.
Director's Representation and Acknowledgment . The Director
repre
