SINO CLEAN ENERGY,
INC.
Room 1605, Suite B, Zhengxin
Building
No. 5, Gaoxin 1st Road, Gaoxin
District
Xi’an, Shaanxi
Province
People’s Republic of
China
August 3, 2009
Mr. Yong
Li
110 Wall
Street, 11th Floor
New York, NY
10005
Dear Mr.
Li:
Sino Clean Energy, Inc., a Nevada corporation
(the “Company”), is pleased to offer you a director
position on its Board of Directors (the
“Board”). We are all very impressed with
your credentials and we look forward to your future success in this
role.
Should you choose to accept this position as a
member of the Board, this letter shall constitute an agreement
between you and the Company and contains all the terms and
conditions relating to the services you are to provide.
1.
Term . This agreement is effective as of
the date of this Agreement. Your term as director shall
continue subject to the provisions in Section 8 below or until your
successor is duly elected and qualified. The position
shall be up for re-election each year at the annual
shareholder’s meeting and upon re-election, the terms and
provisions of this agreement shall remain in full force and
effect.
2.
Services . You shall render services as a
member of the Board, as well as a member of the Board’s
compensation committee and nominating committee (hereinafter your
“Duties”). During the term of this Agreement, you shall
attend and participate in such number of meetings of the Board and
of the committee(s) of which you are a member as regularly or
specially called. You may attend and participate at each such
meeting, via teleconference, video conference or in person. You
shall consult with the other members of the Board and committee(s)
regularly and as necessary via telephone, electronic mail or other
forms of correspondence.
3.
Services for Others . You shall be free
to represent or perform services for other persons during the term
of this agreement. However, you agree that you do not
presently perform and do not intend to perform, during the term of
this agreement, similar Duties, consulting or other services for
companies whose businesses are or would be, in any way, competitive
with the Company (except for companies previously disclosed by you
to the Company in writing). Should you propose to
perform similar Duties, consulting or other services for any such
company, you agree to notify the Company in writing in advance
(specifying the name of the organization for whom you propose to
perform such services) and to provide information to the Company
sufficient to allow it to determine if the performance of such
services would conflict with areas of interest to the
Company.
4.
Compensation to Independent Directors .
You shall receive cash compensation of USD $39,000 per
calendar year of service, prorated for partial time
periods. You shall be reimbursed for reasonable expenses
incurred by you in connection with the performance of your Duties
(including travel expenses for in-person meetings).
5.
D&O Insurance Policy . During the term under this
Agreement, the Company shall include you as an insured under an
officers and directors insurance policy with coverage not to exceed
$3,000,000, which the Company shall obtain within a reasonable
period of time. Such policy will be underwritten by an insurance
company that has no less than an “A XII” rating as
published by A.M. Best.
6.
No Assignment . Because of the personal
nature of the services to be rendered by you, this agreement may
not be assigned by you without the prior written consent of the
Company.
7.
Confidential Information; Non-Disclosure .
In consideration of your access to the premises of the
Company and/or you access to certain Confidential Information of
the Company, in connection with your business relationship with the
Company, you hereby represent and agree as follows:
a.
Definition . For purposes of this
agreement the term “Confidential Information”
means:
i. Any
information which the Company possesses that has been
crea