China Advanced Construction Materials Group, Inc.: Exhibit 10.1 - Filed by newsfilecorp.com






Exhibit 10.1

DIRECTOR AGREEMENT 

This DIRECTOR AGREEMENT is made as of this 12th day of June
(the "Agreement"), by and between China Advanced Construction Materials Group,
Inc., a Delaware corporation (the "Company") and Gao XinYong (the
“Director”).

WHEREAS, the Company wishes to appoint the Director as a
non-executive member of the Board of Directors of the Company and enter into an
agreement with the Director with respect to such appointment; and 

WHEREAS, the Director wishes to accept such appointment and to
serve the Company on the terms set forth herein, and in accordance with, the
provisions of this Agreement. 

NOW, THEREFORE, in consideration of the mutual covenants
contained herein, the parties hereto agree as follows:

1. Position. Subject to the terms and provisions of this
Agreement, the Company shall cause the Director to be appointed as non-executive
member of the Board of Directors (the “Board”) to fill an existing but now
vacant directorship and the Director hereby agrees to serve the Company in that
position upon the terms and conditions hereinafter set forth, provided, however,
that the Director's continued service on the Board after the initial term on the
Board shall be subject to any necessary approval by the Company's stockholders.
This Agreement is subject to the satisfactory completion of a third party
background check within sixty (60) days of the date hereof.

2. Duties. During the Directorship Term (as defined in
Section 5 hereof), the Director shall serve as a member of the Board, and the
Director shall make reasonable business efforts to attend all Board meetings,
serve on appropriate subcommittees as reasonably requested by the Board, make
himself available to the Company at mutually convenient times and places, attend
external meetings and presentations, as appropriate and convenient, and perform
such duties, services and responsibilities and have the authority commensurate
to such position..

The Director will use his best efforts to promote the interests
of the Company. The Company recognizes that the Director (i) is a full-time
executive employee of another entity and that his responsibilities to such
entity must have priority and (ii) sits on the Board of Directors of other
entities. Notwithstanding same, the Director will use reasonable business
efforts to coordinate his respective commitments so as to fulfill his
obligations to the Company and, in any event, will fulfill his legal obligations
as a director. Other than as set forth above, the Director will not, without the
prior written approval of the Board, engage in any other business activity which
could materially interfere with the performance of his duties, services and
responsibilities hereunder or which is in violation of the reasonable policies
established from time to time by the Company, provided that the foregoing shall
in no way limit his activities on behalf of (i) his current employer and its
affiliates or (ii) the Board of Directors of those entities on which he sits.


3. Board Committees. The Director hereby agrees to sit
in the relevant committees of the Board and to perform all of the duties, services and
responsibilities necessary thereunder. 




4. Monetary Remuneration. 

(a) Fees and Compensation. During the Directorship Term the
Director shall receive the following compensation and benefits:

A monthly fee of U.S $2,083.33 

The Director's status during the Directorship Term shall be
that of an independent contractor and not, for any purpose, that of an employee
or agent with authority to bind the Company in any respect. All payments and
other consideration made or provided to the Director under Sections 3 and 4
shall be made or provided without withholding or deduction of any kind, and the
Director shall assume sole responsibility for discharging, all tax or other
obligations associated therewith. 

(b) Restricted Stock Award. During the Directorship Term, the
Company shall grant a Restricted Stock in the amount of 10,000 shares of the
Company’s restricted common stock (the “Restricted Stock”). The Restricted Stock
shall vest according to the following schedule: 

• 2,500 shares of the Company’s common stock shall vest three
(3) months from the date hereof (the “Three Month Vesting Date”) provided that
the Director maintains a position on the Board as of the Three Month Vesting
Date; 

• an additional 2,500 shares of the Company’s common stock
shall vest six (6) months from the date hereof (the “Six Month Vesting Date”)
provided that the Director maintains a position on the Board as of the Six Month
Vesting Date; 

• an additional 2,500 shares of the Company’s common stock
shall vest nine (9) months from the date hereof (the “Nine Month Vesting Date”)
provided that the Director maintains a position on the Board as of the Nine
Month Vesting Date; 

• an additional 2,500 shares of the Company’s common stock
shall vest twelve (12) months from the date hereof (the “Twelve Month Vesting
Date”) provided that the Director maintains a position on the Board as of the
Twelve Month Vesting Date; 

(c) Expense Reimbursements. During the Directorship Term, the
Company shall reimburse the Director for all reasonable out-of-pocket expenses
incurred by the Director in attending any in-person meetings, provided that the
Director complies with the generally applicable policies, practices and
procedures of the Company for submission of expense reports, receipts or similar
documentation of such expenses. However, all reimbursements must be approved in
advance by the Company. 

5. Directorship Term. The "Directorship Term", as used
in this Agreement, shall mean the period commencing on the date hereof and
terminating on the earliest of the following to occur: 




• one (1) year from the date hereof, subject to a one (1) year
renewal term upon reelection by a majority of the shareholders of the Company;


(b) the death of the Director ("Death"); 

(c) the termination of the Director from the position of member
of the Board by the mutual agreement of the Company and the Director; 

(d) the removal of the Director from the Board by the
shareholders of the Company; 

(e) the resignation by the Director from the Board if after the
date hereof, the Chief Executive Officer of his current employer determines that
the Director's continued service on the Board conflicts with his fiduciary
obligations to his current employer (a "Fiduciary Resignation"); and 

(f) the resignation by the Director from the Board if the board
of directors or the Chief Executive Officer of his current employer requires the
Director to resign and such resignation is not a Fiduciary Resignation. 

6. Director's Representation and Acknowledgment. The
Director represents to the Company that his execution and performance of this
Agreement shall not be in violation of any agreement or obligation (whether or
not written) that he may have with or to any person or entity, including without
limitation, any prior employer. The Director hereby acknowledges and agrees that
this Agreement (and any other agreement or obligation referred to herein) shall
be an obligation solely of the Company, and the Director shall have no recourse
whatsoever against any stockholder of the Company or any of their respective
affiliates with regard to this Agreement. 

7. Director Covenants. 

(a) Unauthorized Disclosure. The Director agrees and
understands that in the Director's position with the Company, the Director has
been and will be exposed to and receive information relating to the confidential
affairs of the Company, including but not limited to technical information,
business and marketing plans, strategies, customer information, other
information concerning the Company's products, promotions, development,
financing, expansion plans, business policies and practices, and other forms of
information considered by the Company to be confidential and in the nature of
trade secrets. The Director agrees that during the Directorship Term and
thereafter, the Director will keep such information confidential and will not
disclose such information, either directly or indirectly, to any third person or
entity without the prior written consent of the Company; provided, however, that
(i) the Director shall have no such obligation to the extent such information is
or becomes publicly known or generally known in the Company's industry other
than as a result of the Director's breach of his obligations hereunder and (ii)
the Director may, after giving prior notice to the Company to the extent
practicable under the circumstances, disclose such information to the extent
required by applicable laws or governmental regulations or judicial or
regulatory process. This confidentiality covenant has no temporal, geographical or
territorial restriction. Upon termination of the Directorship Term, the Director
will promptly return to the Company all property, keys, notes, memoranda,
writings, lists, files, reports, customer lists, correspondence, tapes, disks,
cards, surveys, maps, logs, machines, technical data or any other tangible
product or document which has been produced by, received by or otherwise
submitted to the Director in the course or otherwise as a result of the
Director's position with the Company during or prior to the Directorship Term,
provided that, the Company shall retain such materials and make them available
to the Director if requested by him in connection with any litigation against
the Director under circumstances in which (i) the Director demonstrates to the
reasonable satisfaction of the Company that the materials are necessary to his
defense in the litigation, and (ii) the confidentiality of the materials is
preserved to the reasonable satisfaction of the Company. 




(b) Non-Solicitation. During the Directorship Term and for a
period of three (3) years thereafter, the Director shall not interfere with the
Company's relationship with, or endeavor to entice away from the Company, any
person who, on the date of the termination of the Directorship Term, was an
employee or customer of the Company or otherwise had a material business
relationship with the Company. 

(c) Remedies. The Director agrees that any breach of the terms
of this Section 7 would result in irreparable injury and damage to the Company
for which the Company would have no adequate remedy at law; the Director
therefore also agrees that in the event of said breach or any threat of breach,
the Company shall be entitled to an immediate injunction and restraining order
to prevent such breach and/or threatened breach and/or continued breach by the
Director and/or any and all entities acting for and/or with the Director,
without having to prove damages, in addition to any other remedies to which the
Company may be entitled at law or in equity. The terms of this paragraph shall
not prevent the Company from pursuing any other available remedies for any
breach or threatened breach hereof, including but not limited to the recovery of
damages from the Director. The Director acknowledges that the Company would not
have entered into this Agreement had the Director not agreed to the provisions
of this Section 7. 

The provisions of this Section 7 shall survive any termination
of the Directorship Term, and the existence of any claim or cause of action by
the Director against the Company, whether predicated on this Agreement or
otherwise, shall not constitute a defense to the enforcement by the Company of
the covenants and agreements of this Section 7. 

8. Indemnification. The Company agrees to indemnify the
Director for his activities as a director of the Company to the fullest extent
permitted by law, and to cover the Director under any directors and officers
liability insurance obtained by the Company. Further, the Company and the
Director agree to enter into an indemnification agreement substantially in the
form of agreement entered into by the Company and its other Board members. 

9. Non-Waiver of Rights. The failure to enforce at any
time the provisions of this Agreement or to require at any time performance by
the other party of any of the provisions hereof shall in no way be construed to
be a waiver of such provisions or to affect either the validity of this
Agreement or any part hereof, or the right of either party to enforce each and
every provision in accordance with its terms. No waiver by either party hereto
of any breach by the other party hereto of any provision of this Agreement to be
performed by such other party shall be deemed a waiver of similar or dissimilar
provisions at that time or at any prior or subsequent time. 




10. Notices. Every notice relating to this Agreement
shall be in writing and shall be given by personal delivery or by registered or
certified mail, postage prepaid, return receipt requested; to: 

If to the Company: 

China Advanced Construction Materials
Group, Inc. 
Yingu Plaza, 9 Beisihuanxi Road, Suite 1708 
Haidian
District, Beijing 100080 PRC

with a copy to: 

Thomas Shoesmith 
Pillsbury Winthrop
Shaw Pittman LLP 
2475 Hanover Street, Palo Alto, CA 94304-1114 
Fax:
650.233.4545 

If to the Director: 

Either of the parties hereto may change their address for
purposes of notice hereunder by giving notice in writing to such other party
pursuant to this Section 10. 

11. Binding Effect/Assignment. This Agreement shall
inure to the benefit of and be binding upon the parties hereto and their
respective heirs, executors, personal representatives, estates, successors
(including, without limitation, by way of merger) and assigns. Notwithstanding
the provisions of the immediately preceding sentence, neither the Director nor
the Company shall assign all or any portion of this Agreement without the prior
written consent of the other party. 

12. Entire Agreement. This Agreement (together with the
other agreements referred to herein) sets forth the entire understanding of the
parties hereto with respect to the subject matter hereof and supersedes all
prior agreements, written or oral, between them as to such subject matter. 

13. Severability. If any provision of this Agreement, or
any application thereof to any circumstances, is invalid, in whole or in part,
such provision or application shall to that extent be severable and shall not
affect other provisions or applications of this Agreement. 




14. Governing Law. This Agreement shall be governed by
and construed in accordance with the internal laws of the State of Delaware,
without reference to the principles of conflict of laws. All actions and
proceedings arising out of or relating to this Agreement shall be heard and
determined in any Delaware state or federal court and the parties hereto hereby
consent to the jurisdiction of such courts in any such action or proceeding;
provided, however, that neither party shall commence any such action or
proceeding unless prior thereto the parties have in good faith attempted to
resolve the claim, dispute or cause of action which is the subject of such
action or proceeding through mediation by an independent third party. 

15. Legal Fees. The parties hereto agree that the
non-prevailing party in any dispute, claim, action or proceeding between the
parties hereto arising out of or relating to the terms and conditions of this
Agreement or any provision thereof (a "Dispute"), shall reimburse the prevailing
party for reasonable attorney's fees and expenses incurred by the prevailing
party in connection with such Dispute; provided, however, that the Director
shall only be required to reimburse the Company for its fees and expenses
incurred in connection with a Dispute, if the Director's position in such
Dispute was found by the court, arbitrator or other person or entity presiding
over such Dispute to be frivolous or advanced not in good faith. 

16. Modifications. Neither this Agreement nor any
provision hereof may be modified, altered, amended or waived except by an
instrument in writing duly signed by the party to be charged. 

17. Tense and Headings. Whenever any words used herein
are in the singular form, they shall be construed as though they were also used
in the plural form in all cases where they would so apply. The headings
contained herein are solely for the purposes of reference, are not part of this
Agreement and shall not in any way affect the meaning or interpretation of this
Agreement. 

18. Counterparts. This Agreement may be executed in two
or more counterparts, each of which shall be deemed to be an original but all of
which together shall constitute one and the same instrument. 

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IN WITNESS WHEREOF, the Company has caused this Director
Agreement to be executed by authority of its Board of Directors, and the
Director has hereunto set his hand, on the day and year first above written.

CHINA ADVANCED CONSTRUCTION MATERIALS GROUP, INC. 

By: /s/ Xianfu
Han                       
 
Name: Xianfu Han 
Title: Chief Executive Officer 

DIRECTOR 

/s/ Gao
XinYong                          
 
Name: Gao XinYong