Exhibit 10.1
INDEPENDENT DIRECTOR’S CONTRACT
THIS
AGREEMENT (The “Agreement”) is made on the 4th day
of February, 2008 and is by and between Sutor Technology Group
Limited, (hereinafter referred to as “Company”)
and A. Carl Mudd (hereinafter referred to as
“Director”).
BACKGROUND
The
Board of Directors of the Company desires to appoint Director
to fill an existing vacancy and to have the Director perform
the duties of independent director and 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, Company and Director hereby
agree as follows:
1.
DUTIES .
The Company requires that the Director be available to perform the
duties of an independent director as described in the
Company’s Handbook for Prospective Directors and such other
duties 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. Director agrees to devote as much
time as is necessary to perform completely the duties as 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 from 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 12 months. This 12-month period
ending on the anniversary date of the Director’s appointment
is a “Service Year.” A new yearly-termed Independent
Director Agreement approved by both parties is required to renew
this cooperation relationship between Director and Sutor Technology
Group limited.
3.
COMPENSATION .
For all services to be rendered by Director in any capacity
hereunder, the Company agrees to pay Director a fee of $65,000 in
cash during this Service Year, paid quarterly. This
Director’s fee above shall include one (1) Board of Directors
meeting and one (1) Audit Meeting in each of the four calendar
quarters of the year (total eight (8) meetings per calendar year).
Additionally, Director and the Company shall meet no less than two
(2) times per year, at the Company’s facilities in China, for
a period of no less than three (3) days or more than five (5) days
during each meeting for intensive discussions about the
Company’s operations and financial condition.
4.
EXPENSES .
In addition to the compensation provided in paragraph 3 hereof, the
Company will reimburse Director for pre-approved reasonable
business related expenses incurred in good faith in the performance
of Director’s duties for the Company. The Company shall pay
for or reimburse Director for all expenses and costs incurred in
travel to and from meetings; travel within the United States shall
be non-stop economy fare and travel to and from China shall be
Business Class via most direct routing. Such payments shall be made
by the Company upon submission by the Director of a signed
statement itemizing the expenses incurred. Such
stateme
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