Exhibit 10.1


 


China Xiangtai Food Co., Ltd.






July 31, 2020


 


 


K. Bryce (Rick) Toussaint


 


Re: Director Offer Letter


 


Dear Mr. Toussaint:


 


CHINA XIANGTAI FOOD
CO., LTD., a Cayman Islands limited liability company (the “Company” or “we”), is pleased to offer you
a position as a Director of the Company.  We believe your background and experience will be a significant asset to the
Company and we look forward to your participation as a Director in the Company. Should you choose to accept this position as a
Director, this letter agreement (the “Agreement”) shall constitute an agreement between you and the Company and contains
all the terms and conditions relating to the services you agree to provide to the Company. Your appointment shall also be subject
to the approval of Company’s Board of Directors and/or Nomination and Compensation Committees.


 


1.           Term.  This
Agreement is effective on August 1, 2020 (the “Effective Date”). Your term as a Director shall continue subject to
the provisions in Section 9 below or until your successor is duly elected and qualified.  The position shall be up for
re-appointment every year by the board of the Directors of the Company (the “Board”) and upon re-appointment, the terms
and provisions of this Agreement shall remain in full force and effect.


 


2.           Services.  You
shall render customary services as a Director, chairman of the Audit Committee, and member of the Nomination and Compensation Committees
(hereinafter, your “Duties”). During the term of this Agreement, you may attend and participate at each meeting regarding
the business and operation issues of the Company as regularly or specially called, via teleconference, video conference or in person.
You shall consult with the members of the Board and committee (if any) regularly and as necessary via telephone, electronic mail
or other forms of correspondence.


 


3.           Services
for Others.  You shall be free to represent or perform services for other persons during the term of this Agreement.  


 


4.           Compensation.  As
compensation for your services to the Company, you will receive upon execution of this Agreement a compensation of $25,000 for
each calendar year of service under this Agreement on a pro-rated basis, payable on a quarterly basis. For the avoidance of doubt,
the first cash payment of $6,250 shall be due on November 1, 2020.


 


You shall be reimbursed
for reasonable expenses incurred by you in connection with the performance of your Duties (including travel expenses for in-person
meetings).


 


5.           D&O
Insurance Policy. During the term under this Agreement, the Company shall use its commercially reasonable effort to
include you as an insured under its officers and directors insurance policy with a Side A coverage.


 


6.           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.


 


 






     


    


    




 


7.           Confidential
Information; Non-Disclosure.  In consideration of your access to certain Confidential Information (as defined
below) 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; (ii) any information which is related to the business of the Company and is generally
not known by non-Company personnel; and (iii) Confidential Information includes, without limitation, 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 or is
readily 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; (iii) information known by you prior to
receipt of such information from the Company, which prior knowledge can be documented and (iv) information you are required to
disclose pursuant to any applicable law, regulation, judicial or administrative order or decree, or request by other regulatory
organization having authority pursuant to the law; provided, however, that you shall first have given prior written notice to the
Company and made a reasonable effort to obtain a protective order requiring that the Confidential Information not be disclosed.


 


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.  You shall promptly return any such documents or items, along with
any reproductions or copies to the Company upon the Company's demand, upon termination of this Agreement, or upon your termination
or Resignation (as defined in Section 9 herein).


 


d.           Confidentiality.  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 may be necessary in the course of your 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.
Notwithstanding the foregoing, you may disclose Confidential Information to your legal counsel and accounting advisors who have
a need to know such information for accounting or tax purposes and who agree to be bound by the provisions of this paragraph (d).


 


e.           Ownership.  You
agree that the Company shall own all right, title and interest (including patent rights, copyrights, trade secret rights, mask
work rights, trademark rights, and all other intellectual and industrial property rights of any sort throughout the world) relating
to any and all inventions (whether or not patentable), works of authorship, mask works, designations, designs, know-how, ideas
and information made or conceived or reduced to practice, in whole or in part, by you during the term of this Agreement and that
arise out of your Duties (collectively, “Inventions”) and you will promptly disclose and provide all Inventions
to the Company. You agree to assist the Company, at its expense, to further evidence, record and perfect such assignments, and
to perfect, obtain, maintain, enforce, and defend any rights assigned.


 






     


    


    

 


8.            Non-Solicitation.  
During the term of your appointment, you shall not solicit for employment any employee of the Company with whom you have had contact
due to your appointment.


 


9.            Termination
and Resignation.  Your services as a Director may be terminated for any or no reason by the determination of
the Board. You may also terminate your services as a Director for any or no reason by delivering your written notice of resignation
to the Company (“Resignation”), and such Resignation shall be effective upon the time specified therein or, if no time
is specified, upon receipt of the notice of resignation by the Company. Upon the effective date of the termination or Resignation,
your right to compensation hereunder will terminate subject to the Company's obligations to pay you any compensation that you have
already earned and to reimburse you for approved expenses already incurred in connection with your performance of your Duties as
of the effective date of such termination or Resignation.


 


10.           Governing
Law; Arbitration.    All questions with respect to the construction and/or enforcement of this Agreement,
and the rights and obligations of the parties hereunder, shall be determined in accordance with the law of the State of New York.
All disputes with respect to this Agreement, including the existence, validity, interpretation, performance, breach or termination
thereof or any dispute regarding non-contractual obligations arising out of or relating to it shall be referred to and finally
resolved by arbitration administered by the American Arbitration Association at its New York office in force when the Notice of
Arbitration is submitted. The law of this arbitration clause shall be New York law. The seat of arbitration shall be in New York.
The number of arbitrators shall be one. The arbitration proceedings shall be conducted in English.


 


11.           Entire
Agreement; Amendment; Waiver; Counterparts.  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 this Agreement.  This Agreement may be executed in separate counterparts each of which will be an original and all
of which taken together will constitute one and the same agreement, and may be executed using facsimiles of signatures, and a facsimile
of a signature shall be deemed to be the same, and equally enforceable, as an original of such signature.


 


12.           Indemnification.  The
Company shall, to the maximum extent provided under applicable law, indemnify and hold you harmless from and against any expenses,
including reasonable attorney’s fees, judgments, fines, settlements and other legally permissible amounts (“Losses”),
incurred in connection with any proceeding arising out of, or related to, your performance of your Duties, other than any such
Losses incurred as a result of your gross negligence or willful misconduct.  The Company shall advance to you any expenses,
including reasonable attorneys’ fees and costs of settlement, incurred in defending any such proceeding to the maximum extent
permitted by applicable law.  Such costs and expenses incurred by you in defense of any such proceeding shall be paid
by the Company in advance of the final disposition of such proceeding promptly upon receipt by the Company of (a) written request
for payment; (b) appropriate documentation evidencing the incurrence, amount and nature of the costs and expenses for which payment
is being sought; and (c) an undertaking adequate under applicable law made by or on your behalf to repay the amounts so advanced
if it shall ultimately be determined pursuant to any non-appealable judgment or settlement that you are not entitled to be indemnified
by the Company. 


 






     


    


    

 


13.           Acknowledgement.  
You accept this Agreement subject to all the terms and provisions of this Agreement. You agree to accept as binding, conclusive,
and final all decisions or interpretations of the Board of Directors of the Company of any questions arising under this Agreement.


 


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


 


	 	Sincerely,
	 	 	 
	 	CHINA XIANGTAI FOOD CO., LTD.
	 	 	 
	 	 	 
	 	By:	 /s/ Zeshu Dai
	 	 	Zeshu Dai
	 	 	CEO & Chairwoman of the Board


 


	AGREED AND ACCEPTED:
	 	 
	 	 
	 /s/ K. Bryce (Rick) Toussaint	 


K. Bryce (Rick) Toussaint