INDEPENDENT DIRECTOR
AGREEMENT
独立董事
协议
This
INDEPENDENT DIRECTOR AGREEMENT ("AGREEMENT") is made and entered
into as of August 5, 2008 ("EFFECTIVE DATE"), by and between China
Natural Gas, Inc., a Delaware corporation and a US public
company("COMPANY"),.Mr. Lawrence W. Leighton, a resident of the
United States, with a permanent residence at 1088 Park Avenue, New
York, NY 10128
此独立董事
协议于
2008 年
8 月
5 日在中国天然气有限公司（
“ 公司
” ）与（
“ 独立董事
” ）之
间签署生效。
WHEREAS, the
Company desires to engage the Independent Director, and the
Independent Director desires to serve, as a non-employee director
of the Company, subject to the terms and conditions contained in
this Agreement;
根据此
协议，公司愿意雇佣独立董事，并且独立董事愿意作为公司的非员工董事为公司服务，此雇佣关系受到此协议的约
束。
NOW, THEREFORE,
in consideration of the mutual promises and covenants contained
herein, the receipt of which is hereby acknowledged, the Company
and Independent Director, intending to be legally bound, hereby
agree as follows:
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1.
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SERVICES OF
INDEPENDENT DIRECTOR.
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独立董事
职责
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While this
Agreement is in effect, Independent Director shall perform duties
as an independent director and chairman of compensation
committee of the Company, and will be compensated for such and
reimbursed expenses in accordance with Schedule A attached hereto,
subject to the following.
此
协议有效期内，独立董事将作为公司的独立薪酬委员会主席，并根据此协议附件中的
A 项接受薪资与费用返还，同时受到以下限制：
Company’s
compensation committee is responsible for, among other
things:
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§
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Reviews and recommends to the Board corporate
goals and objectives relevant to the Company's executive officers'
compensation (annual salary and bonus) and annually evaluates each
executive officers' performance in light of those goals and
objectives.
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审核并向董事会建议与
公司高管薪酬（薪水与
奖金）相关的目标，并且根据这些目标对高管的工作绩效进行年度评估。
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Reviews and recommends to the
independent directors of the Board for their approval the
compensation and benefits for the Chief Executive Officer and any
employment agreements, or amendments thereto, for the Chief
Executive officer.
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审核并就公司总裁的薪酬以及任何雇佣协议或修正案向总裁提出建议。
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Reviews and approves compensation
and benefits far all executive officers, other than the Chief
Executive Officer.2 Reviews and approves all employment agreements
and all amendments to such agreements for executive officers other
than the Chief Executive Officer.
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审核并审批公司除总裁以外的其它高管的薪酬以及任何雇佣协议或修正案。
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Reviews and approves on an annual
basis the annual compensation pool, which includes a budget for
annual salary increases and bonuses, for employees of the Company
(other than the executive officers). Once the annual compensation
pool is approved, the Committee directs the Chief Executive
Officer, with the assistance of the other executive officers, to
determine the annual compensation and bonus increases for each
employee of the Company (other than the executive
officers).
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审核并审批除高管以外雇员的年度薪酬状况，包括年度薪水的增长与奖金。一旦经过批准，委员会将指示公司总裁，在其它高管的协助下，决定每个员工（除高管外）的年度薪资与奖金增长。
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Review and make recommendations to
the Board with respect to the adoption, amendment and termination
of the Company's incentive plans, and administers such incentive
plans.
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审核并向董事会就公司激励方案的采纳，修
正，以及
终止提出建议，并管理此类激励方案。
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Reviews and approves the grant of
all incentive awards in accordance with the Company's incentive
plans.
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Reviews and recommends to the Board
the Company's significant personnel compensation policies and
benefit programs and major changes thereto, and the Company's
long-range planning for executive development and
succession.
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就公司的重大人
员薪酬政策以及修正向董事会作出建议，并审核就公司高管的人选以及继任向董事会作出建议。
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Reviews and recommends to the Board
policies on management perquisites, and also monitors the Company's
non-discrimination policies and practices.
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审核并向公司董事会就管理津贴政策作出建议，并监控公司的非歧视性政策以及措施。
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Establish and monitor compliance
with stock ownership guidelines for directors and executive
officers.
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(a)
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Independent Director will perform services as is
consistent with Independent Director's position with the Company,
as required and authorized by the By-Laws and Certificate of
Incorporation of the Company, and in accordance with high
professional and ethical standards and all applicable laws and
rules and regulations pertaining to the Independent Director's
performance hereunder, including without limitation, laws, rules
and regulations relating to a public company.
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独立董事将会服从所有公司的章程与条例，并且运用
职业道德标准以及所有适用的法律法规来约束其行为。
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