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
t
| 
