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CHINA TRANSINFO TECHNOLOGY CORP. DIRECTOR AGREEMENT

Talent Agreement

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China TransInfo Technology Corp | Karmen Investment Holdings Limited | Leguna Verde Investments Limited | SAIF Partners III LP

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Title: CHINA TRANSINFO TECHNOLOGY CORP. DIRECTOR AGREEMENT
Governing Law: Nevada     Date: 10/2/2008
Industry: LRPLAY     Sector: SERVIC

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Exhibit 10.1

 

CHINA TRANSINFO TECHNOLOGY CORP.

DIRECTOR AGREEMENT

 

THIS AGREEMENT (this “ Agreement ”) is made as of the 28 th day of September, 2008 (the “Effective Date”) and is by and between China TransInfo Technology Corp., a Nevada corporation (hereinafter referred to as the “ Company ”) and Brandon Ho-Ping Lin (hereinafter referred to as the “ Director ”).

 

BACKGROUND

 

On July 17, 2008, the Company and two major shareholders of the Company, Karmen Investment Holdings Limited and Leguna Verde Investments Limited (the “Major Shareholders”), entered into a voting agreement (the “Voting Agreement”) with SAIF Partners III L.P. (“SAIF”), pursuant to which, among other things, the Company agreed to increase the size of its Board of Directors to seven and ensure the election of the Director within a pre-defined period. In addition, under the Voting Agreement, SAIF and the Major Shareholders agreed, during the term of the Voting Agreement, to vote, or cause to be voted, all shares owned by them, to ensure that the Director will be elected as a director of the Company.

 

The Board of Directors of the Company now desire to appoint the Director to fill an existing vacancy and to have the Director perform the duties of a 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 a 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. 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 $18,000 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 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 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 Opt


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