Exhibit 10.1
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 Fuyi Zhao (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 20,000 per annum, 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 to, either directl
