Exhibit 10.2
GOLDEN ELEPHANT GLASS
TECHNOLOGY, INC.
INDEPENDENT
DIRECTOR’S CONTRACT
THIS INDEPENDENT
DIRECTOR’S CONTRACT (the “ Agreement ”) is
made as of the 24th day of February, 2009 and is by and between
Golden Elephant Glass Technology, Inc., a Nevada corporation
(hereinafter referred to as the “ Company ”),
and Guangli Yang (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
. The Company
requires that the Director be available to perform the duties of an
independent 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 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 Revised Statutes. The Director agrees to
devote as much time as is necessary to perform completely the
duties as the Director of the Company, including duties as a member
of the Audit Committee and such other committees as the Director
may hereafter be appointed to. The Director will perform such
duties described herein in accordance with the general fiduciary
duty of directors arising under 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 RMB 25,000 per annum, of which
RMB 15,000 is payable within five (5) business days after the date
of this Agreement and the remaining is payable in equal quarterly
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 non-employee directors for serving on, and
attending meetings of, committees of its Board of Directors and the
board of directors of its subsidiaries.
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 t
