CHINA TRANSINFO TECHNOLOGY CORP. INDEPENDENT DIRECTOR?S CONTRACTIndependent Contractor Agreement |
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Exhibit
10.2
CHINA
TRANSINFO TECHNOLOGY CORP.
INDEPENDENT
DIRECTOR’S CONTRACT
THIS
AGREEMENT (this “Agreement”)
is
made as of the 1st day of May, 2008 and is by and between China TransInfo
Technology Corp., a Nevada corporation (hereinafter referred to as the
“Company”)
and
Zhongsu Chen (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 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. 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 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 RMB96,000 per annum, payable
in equal monthly 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. In addition to the
foregoing, 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 on a quarterly
basis
over a three-year period. 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 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 directly or indirectly, in any manner, utilize
or disclose to any person, firm, corporation, association or other entity any
Confidential Information.
6. NON-COMPETE.
During
the term of this Agreement and for a period of twelve (12) 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, (i) in any manner whatsoever engage
in any capacity with any business competitive with the Company’s current lines
of business or any business then engaged in by the Company, any of its
subsidiaries or any of its affiliates (the “Company’s
Business”)
for
the Director’s own benefit or for the benefit of any person or entity other than
the Company or any subsidiary or affiliate; or (ii) have any interest as owner,
sole proprietor, stockholder, partner, lender, director, officer, manager,
employee, consultant, agent or otherwise in any business competitive with the
Company’s Business; provided,
however,
that
