Goldenway Financial Holdings Limited: Exhibit 10.1 - Filed by
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FORM OF DIRECTOR AGREEMENT




THIS AGREEMENT (The "Agreement") is made as of the ____ day of_____________, and is by and between Goldenway Financial Holdings Limited, a Hong Kong limited company (hereinafter referred to as the "Company"), and _____(hereinafter referred to as the "Director").


BACKGROUND




The Board of Directors of the Company desires 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 memorandum and articles of association and its corporate governance and board committee charters, each as amended or modified from time to time, and by applicable law, including by the
Companies Ordinance (Chapter 32) of the laws of Hong Kong (the "Companies Ordinance"). The Director agrees to devote as much time as is necessary to perform completely the duties as the Director of the Company, including duties as a member of
any committees as the Director may hereafter be appointed to by the Board of Directors. The Director will perform such duties described herein in accordance with the general fiduciary duty of directors arising under the Companies Ordinance.


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 and shall continue until the Director’s removal or resignation.


3. COMPENSATION. For all services to be rendered by the Director in any capacity hereunder, the Company agrees to (i) pay the Director a base fee of $_____per month.  Furthermore, subject to approval by the Board of
Directors (or an appropriate Committee appointed by such Board of Directors), within six (6) months of the date hereof, the Director will be granted an option (the “Option”) to purchase _____shares of the Company’s common
stock (the “Shares”) under an equity incentive plan to be established by the Company within six (6) months of the date hereof (the “Plan”). The exercise price of the Option will be the fair market value as of the grant date. The
Option for one-half of the Shares will vest six (6) months from the appointment date and the Option to purchase the remaining Shares will vest on the first anniversary of the appointment date.  The Option will be evidenced by a Stock Option
Agreement to be contemplated by the Plan, both of which will govern the Option, notwithstanding any other provision of this Agreement.


4. EXPENSES. In addition to the compensation provided in paragraph 3 hereof, the Company will reimburse the Director for pre-approved reasonable business related expenses incurred in good faith in the performance of the 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.


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5. CONFIDENTIALITY. The Company and the Director each acknowledge that, in order for the intents and purposes of this Agreement to be accomplished, the Director shall necessarily be obtaining access to certain confidential information
concerning the Company and its affairs, including, but not limited to business methods, information systems, financial data and strategic plans which are unique assets of the Company ("Confidential Information"). The Director covenants not
to, either directly or indirectly, in any manner, utilize or disclose to any person, firm, corporation, association or other entity any Confidential Information.


6. NON-COMPETE. During the term of this Agreement and for a period of twelve (12) months following the Director’s removal or resignation from the Board of Directors of the Company or any of its subsidiaries or affiliates (the
"Restricted Period"), the Director shall not, directly or indirectly, (i) in any manner whatsoever engage in any capacity with any business competitive with the Company’s current lines of business or any business then engaged in by the
Company, any of its subsidiaries or any of its affiliates (the "Company's Business") for the Director’s own benefit or for the benefit of any person or entity other than the Company or any subsidiary or affiliate; or (ii) have any
interest as owner, sole proprietor, shareholder, partner, lender, director, officer, manager, employee, consultant, agent or otherwise in any business competitive with the Company's Business; provided, however, that the Director may hold, directly
or indirectly, solely as an investment, not more than two percent (2%) of the outstanding securities of any person or entity which are listed on any national securities exchange or regularly traded in the over-the-counter market notwithstanding the
fact that such person or entity is engaged in a business competitive with the Company's Business. In addition, during the Restricted Period, the Director shall not develop any property for use in the Company’s Business on behalf of any person
or entity other than the Company, its subsidiaries and affiliates.


7. TERMINATION. With or without cause, the Company and the Director may each terminate this Agreement at any time upon ten (10) days written notice, and the Company shall be obligated to pay to the Director the compensation and expenses due
up to the date of the termination. Nothing contained herein or omitted herefrom shall prevent the shareholder(s) of the Company from removing the Director with immediate effect at any time for any reason.


8. INDEMNIFICATION. The Company shall indemnify, defend and hold harmless the Director, to the full extent allowed by the law of Hong Kong, and as provided by, or granted pursuant to, any legal provision, agreement (including, without
limitation, the Indemnification Agreement executed herewith), vote of
shareholders or disinterested directors or otherwise, both as to action in the Director’s official capacity and as to action in another capacity while holding such office.
The Company and the Director are executing the Indemnification Agreement in the form attached hereto as Exhibit A.


9. EFFECT OF WAIVER. The waiver by either party of the breach of any provision of this Agreement shall not operate as or be construed as a waiver of any subsequent breach thereof.


10. NOTICE. Any and all notices referred to herein shall be sufficient if furnished in writing at the addresses specified on the signature page hereto or, if to the Company, to the Company’s address as specified in filings made by
the Company with the U.S. Securities and Exchange Commission.


11. GOVERNING LAW. This Agreement shall be interpreted in accordance with, and the rights of the parties hereto shall be determined by, the laws of Hong Kong.


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12. ASSIGNMENT. The rights and benefits of the Company under this Agreement shall be transferable, and all the covenants and agreements hereunder shall inure to the benefit of, and be enforceable by or against, its successors and
assigns. The duties and obligations of the Director under this Agreement are personal and therefore the Director may not assign any right or duty under this Agreement without the prior written consent of the Company.


13. MISCELLANEOUS. If any provision of this Agreement shall be declared invalid or illegal, for any reason whatsoever, then, notwithstanding such invalidity or illegality, the remaining terms and provisions of the this Agreement shall
remain in full force and effect in the same manner as if the invalid or illegal provision had not been contained herein.


14. ARTICLE HEADINGS. The article headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.


15. COUNTERPARTS. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one instrument. Facsimile execution and delivery of this Agreement is legal, valid and binding for all
purposes.


16. ENTIRE AGREEMENT. Except as provided elsewhere herein, this Agreement sets forth the entire agreement of the parties with respect to its subject matter and supersedes all prior agreements, promises, covenants, arrangements,
communications, representations or warranties, whether oral or written, by any officer, employee or representative of any party to this Agreement with respect to such subject matter.


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IN WITNESS WHEREOF, the Executive has hereunto set his hand, and the Company has caused these presents to be executed in its name and on its behalf, all as of the day and year first above written.


DIRECTOR:


___________________________                      


[_________________[insert name]




COMPANY:




GOLDENWAY FINANCIAL HOLDINGS

LIMITED




By: ______________________

Name: Ricky Wai Lam Lai

Chief Executive Officer



 


 







Signature Page to Director Agreement













EXHIBIT A 


Form of Indemnification Agreement


(See Attached)