CHINA TRANSINFO TECHNOLOGY CORP. INDEPENDENT DIRECTOR?S CONTRACTIndependent Contractor Agreement |
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Exhibit
10.1
CHINA
TRANSINFO TECHNOLOGY CORP.
INDEPENDENT
DIRECTOR’S CONTRACT
THIS
AGREEMENT (this “Agreement”)
is
made as of the 1st
day of
May, 2008 (the “Effective Date”) and is by and between China TransInfo
Technology Corp., a Nevada corporation (hereinafter referred to as the
“Company”)
and
Jay Trien (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.
During
the term, the Director shall provide those services required of an independent
director under the Company’s constituent instruments, including its certificate
or 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 General Corporation Law, and as may be
determined and assigned by the Board of Directors of the Company. The Director
agrees to competently and diligently perform the duties required of him as
the
Director of the Company and make himself available to the Company at mutually
convenient times and places. Such duties shall include, but shall not be limited
to, duties as a member of the Audit Committee and such other committees as
the
Director may hereafter be appointed to at the reasonable request of the Board
of
Directors. The Director will perform such duties described herein in accordance
with the general fiduciary duty of directors arising under the Nevada General
Corporation Law and 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 $30,000 per annum, payable in
equal monthly installments, to be paid in advance on the first (1st)
day of
each month. 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. In addition to the foregoing, within fifteen
(15)
business days of the Effective Date, the Director will be granted nonstatutory
stock options for the purchase of 30,000 shares of common stock (the
“Shares”).
The
option’s exercise price will be equal to the value determined by the Company
on
the
date of grant. The options shall vest in equal installments (“Installments”) on
a quarterly basis over a three-year period, such that the first Installment
of
2,500 shares shall vest immediately on the grant date and each successive
Installment shall vest on the first (1st)
day of
each quarter thereafter. The stock option grant shall be evidenced by a stock
option agreement (the “Stock
Option Agreement”)
and
the stock options will be subject to the terms and conditions of such Stock
Option Agreement.
4. EXPENSES.
In
addition to the compensation provided in paragraph 3 hereof, the Company will
reimburse the Director for reasonable business related expenses incurred in
good
faith in the performance of the Director’s duties for the Company, including,
but not limited to, all reasonable and necessary pre-approved travel, and other
out-of-pocket business expenses incurred by Director in connection with the
performance of his duties hereunder. 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. Without limiting the foregoing, the Company shall
reimburse the Director for all attorney’s fees incurred by Director with a
maximum amount of $15,000 in connection with review of this Agreement, review
of
applicable Director’s and Officers Insurance Coverage policies and documents,
and other legal matters in connection with Director’s acceptance of a position
on the Board of Directors of the Company and execution of this Agreement.
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 directly or indirectly, in any manner, utilize
or disclose to any person, firm, corporation, association or other entity any
Confidential Information.
2
6. NON-COMPETE.
During
the term of this Agreement and for a period of six (6) months following the
Director’s removal or resignation from the Board of Directors of the Company or
any of its subsidiaries or affiliates (the “Restricted
Period”),
the
Director shall not, directly or indirectly
