ex10-11.htm


    
      

    


    SinoCoking
Coal and Coke Chemical Industries, Inc.

    Kuanggong
Road and Tiyu Road

    10th
Floor, Chengshi Xin Yong She, Tiyu Road

    Xinhua
District, Pingdingshan, Henan Province, China

    


    


    


    February
5, 2010

    


    


    


    To:   [_______]

    


    


    
      	
              Re:

            	
              SinoCoking Board of
      Directors – Acceptance
Letter

            


    

    


    Dear
[____]:

    


    SinoCoking
Coal and Coke Chemical Industries, Inc., a Florida corporation (the “Company”)
following the closing of a reverse acquisition of Top Favour Limited under a
Share Exchange Agreement dated July 17, 2009 as amended, is pleased to offer you
a director position on its Board of Directors (the “Board”).  The
Board’s purpose is to manage or direct the property, affairs and business of the
Company.  The Board will meet approximately once a month.

    


    Should
you chose to accept this position as a member of the Board, this letter shall
constitute an agreement between you and the Company and contains all the terms
and conditions relating to the services you are to provide.

    


    1.           Term.  This agreement
shall be for the ensuing year, commencing on the date of this letter, and your
term as director shall continue until your successor is duly elected and
qualified.  The position shall be up for re-election each year at the
annual shareholder’s meeting and upon re-election, the terms and provisions of
this agreement shall remain in full force and effect.

    


    2.           Services
and Compensation.  You shall render
services in the area of managing or directing the Company’s property, affairs
and business (hereinafter your “Duties”).  You shall consult with
other members of the Board at meetings held monthly in locations designated by
the Chairman of the Board of the Company.  You may be appointed by the
Board or Chairman to serve on one or more board committees (Compensation, Audit
and/or Nominating), and you agree to serve on those committees.  In
consideration for your service as a member of the Board, the Company agrees to
pay you USD 10,000 (the “Annual Compensation”) for 2010.  The Annual
Compensation shall be paid upon the completion of your term as
director.  In addition, the Annual Compensation will be pro-rated
daily (based on a 360 day year) for any portion of the year should you serve for
less than a full term.  Your compensation as a director in any future
periods is subject to the determination of the Board of Directors, and may
differ in future periods should you continue to serve on the Board.

    



    
      
        
          


          


           

        

         


      

      
        
        

        
          

        

         

      

      
         


      

    

     

    3.           Services
for Others.  You shall be free
to represent or perform services for other persons
during the term of this agreement.  However, you agree that you do not
presently perform and do not intend to perform, during the term of this
agreement, similar Duties, consulting or other services for companies whose
businesses are or would be, in any way, competitive with the Company (except for
companies previously disclosed by you to the Company in
writing).  Should you propose to perform similar Duties, consulting or
other services for any such company, you agree to notify the Company in writing
in advance (specifying the name of the organization for whom you propose to
perform such services) and to provide information to the Company sufficient to
allow it to determine if the performance of such services would conflict with
areas of interest to the Company.

    


    4.           No
Assignment.  Because of the
personal nature of the services to be rendered by you, this agreement may not be
assigned by you without the prior written consent of the Company.

    


    5.           Confidential
Information; Non-Disclosure.  In consideration
of your access to the premises of the Company and/or you access to certain
Confidential Information of the Company, in connection with your business
relationship with the Company, you hereby represent and agree as
follows:

    


    a.           Definition.  For purposes of
this agreement the term “Confidential Information” means:

    


    i.           Any
information which the Company possesses that has been created, discovered or
developed by or for the Company, and which has or could have commercial value or
utility in the business in which the Company is engaged; or

    


    ii.           Any
information which is related to the business of the Company and is generally not
known by non-Company personnel.

    


    iii.           By
way of illustration, but not limitation, Confidential Information includes trade
secrets and any information concerning products, processes, formulas, designs,
inventions (whether or not patentable or registrable under copyright or similar
laws, and whether or not reduced to practice), discoveries, concepts, ideas,
improvements, techniques, methods, research, development and test results,
specifications, data, know-how, software, formats, marketing plans, and
analyses, business plans and analyses, strategies, forecasts, customer and
supplier identities, characteristics and agreements.

    


    b.           Exclusions.  Notwithstanding
the foregoing, the term Confidential Information shall not include:

    


    i.           Any
information which becomes generally available to the public other than as a
result of a breach of the confidentiality portions of this agreement, or any
other agreement requiring confidentiality between the Company and
you;

    


    ii.           Information
received from a third party in rightful possession of such information who is
not restricted from disclosing such information; and


    
      
        
           

           

          


        

         


      

      
        -2-

        
          

        
Board of Directors Offer Letter

      
         


      

    


    iii.           Information
known by you prior to receipt of such information from the Company, which prior
knowledge can be documented.

    


    c.           Documents. You agree that, without the
express written consent of the Company, you will not remove from the Company's
premises, any notes, formulas, programs, data, records, machines or any other
documents or items which in any manner contain or constitute Confidential
Information, nor will you make reproductions or copies of same. In the event you
receive any such documents or items by personal delivery from any duly
designated or authorized personnel of the Company, you shall be deemed to have
received the express written consent of the Company.  In the event
that you receive any such documents or items, other than through personal
delivery as described in the preceding sentence, you agree to inform the Company
promptly of your possession of such documents or items.  You shall
promptly return any such documents or items, along with any reproductions or
copies to the Company upon the Company's demand or upon termination of this
agreement.

    


    d.           No
Disclosure.  You agree that
you will hold in trust and confidence all Confidential Information and will not
disclose to others, directly or indirectly, any Confidential Information or
anything relating to such information without the prior written consent of the
Company, except as maybe necessary in the course of his business relationship
with the Company.  You further agree that you will not use any
Confidential Information without the prior written consent of the Company,
except as may be necessary in the course of your business relationship with the
Company, and that the provisions of this paragraph (d) shall survive termination
of this agreement.

    


    6.           Entire
Agreement; Amendment; Waiver.  This agreement
expresses the entire understanding with respect to the subject matter hereof and
supersedes and terminates any prior oral or written agreements with respect to
the subject matter hereof. Any term of this agreement may be amended and
observance of any term of this agreement may be waived only with the written
consent of the parties hereto.  Waiver of any term or condition of
this agreement by any party shall not be construed as a waiver of any subsequent
breach or failure of the same term or condition or waiver of any other term or
condition of this agreement.  The failure of any party at any time to
require performance by any other party of any provision of this agreement shall
not affect the right of any such party to require future performance of such
provision or any other provision of agreement.

    


    [Remainder of Page Left Blank
Intentionally]


    
      
        
           

           

          


        

         


      

      
        -3-

        
          

        
Board of Directors Offer Letter

      
         


      

    


    The
Agreement has been executed and delivered by the undersigned and is made
effective as of the date set first set forth above.

    


    


    Sincerely,

    


    


    SINOCOKING
COAL AND COKE

    CHEMICAL
INDUSTRIES, INC.

    


    


    By:
_____________________________

    Jianhua
Lv

    Chief
Executive Officer

    


    


    


    AGREED
AND ACCEPTED:

    


    


    


    __________________________

    [_____]

    


     

     

    
 

    -4-

    Board of Directors Offer Letter