DIRECTOR AGREEMENT
This DIRECTOR
AGREEMENT is made as of this _15_ day of August, 2009 (the
"Agreement"), by and between China Advanced Construction Materials
Group, Inc., a Delaware corporation (the "Company") and Denis
Slavich (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,
provided, however, that the Director's continued service on the
Board after the initial term on the Board shall be subject to any
necessary approval by the Company's stockholders. This Agreement is
subject to the satisfactory completion of a third party background
check within sixty (60) days of the date hereof.
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.
Board Committees. The
Director hereby agrees to serve on Audit, Compensation and
Nominating Committees of the Board and to perform all of the
duties, services and responsibilities necessary
thereunder.
4.
Monetary Remuneration .
(a) Fees and
Compensation. During the Directorship Term the Director
shall receive the following compensation and benefits:
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A monthly fee
of U.S $2,083.33
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The Director's
status during the Directorship 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) Restricted
Stock Award. During the Directorship Term, the Company
shall grant a Restricted Stock in the amount of 10,000 shares of
the Company’s restricted common stock (the “Restricted
Stock”). The Restricted Stock shall vest according to the
following schedule:
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2,500 shares of the Company’s common stock
shall vest three (3) months from the date hereof (the “Three
Month Vesting Date”) provided that the Director maintains a
position on the Board as of the Three Month Vesting
Date;
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an additional 2,500 shares of the
Company’s common stock shall vest six (6) months from the
date hereof (the “Six Month Vesting Date”) provided
that the Director maintains a position on the Board as of the Six
Month Vesting Date;
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an additional 2,500 shares of the
Company’s common stock shall vest nine (9) months from the
date hereof (the “Nine Month Vesting Date”) provided
that the Director maintains a position on the Board as of the Nine
Month Vesting Date;
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an additional 2,500 shares of the
Company’s common stock shall vest twelve (12) months from the
date hereof (the “Twelve Month Vesting Date”) provided
that the Director maintains a position on the Board as of the
Twelve Month Vesting Date;
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(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. However, all reimbursements must be
approved in advance by the Company.
5.
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:
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one (1) year
from the date hereof, subject to a one (1) year renewal term upon
re-election by a majority of the shareholders of the
Company;
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(b) the death of the Director
("Death");
(c) the termination of the Director
from the position of member of the Board by the mutual agreement of
the Company and the Director;
(d) the removal of the Director from
the Board by the shareholders of the Company;
(e) 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
(f) the resignation by the Director
from the Board if the board of directors or the Chi
