Exhibit 10.2
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 Guoyou Shao (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 RMB 120,000
in cash during this Service Year, paid quarterly.
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. 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 Director each acknowledge that, in order for the
intents and purposes of this Agreement to be accomplished, Director
shall necessarily be obtaining access to certain confidential
information concerning the Company and its affairs, including, but
not limited to business met
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