Exhibit 10.1
CHINA TRANSINFO TECHNOLOGY CORP.
INDEPENDENT DIRECTOR’S CONTRACT
THIS
AGREEMENT (this “
Agreement ”)
is made as of the 1
st 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 (1
st )
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 (1
st )
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
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