Exhibit 10.5


 


INDEPENDENT DIRECTOR AGREEMENT

 


THIS INDEPENDENT
DIRECTOR AGREEMENT (this “Agreement”), dated as of ______________________ (the “Effective Date”),
is by and between CDT Environmental Technology Investment Holdings Limited, a company incorporated under the laws of the
Cayman Islands (the “Company”), and ____________, an individual (the “Director”).


 


RECITALS


 


WHEREAS, the
Company desires to appoint the Director to serve on the Company’s board of directors (the “Board”) and
the Director desires to accept such appointment to serve on the Board; and


 


WHEREAS, the
Director may be appointed to serve as a member or chair of one or more committees of the Board.


 


AGREEMENT


 


NOW, THEREFORE,
in consideration of the foregoing and the Director’s services to the Company as a member of the Board, as a member of such
committees of the Board to which the Director may be appointed from time to time and as chair of one or more committees to which
the Director may be appointed in such capacity from time to time, and intending to be legally bound hereby, the Company and the
Director hereby agree as follows:


 


1.       Term.
The Company hereby appoints the Director, and the Director hereby accepts such appointment by the Company, for the purposes and
upon the terms and conditions contained in this Agreement. The term of such appointment shall commence on ______________________
(the “Commencement Date”) and shall continue until the Director’s successor is duly elected or appointed
and qualified or until the Director’s earlier death, disqualification, resignation or removal from office, pursuant to the
terms of this Agreement, the Company’s then current Memorandum and Articles of Association, as may be amended from time to
time, or any applicable laws, rules, or regulations (the “Expiration Date”). In the event that the Director’s
successor has not been duly elected or appointed as of the Expiration Date, the Director agrees to continue to serve hereunder
until such successor has been duly elected or appointed and qualified.


 


2.       Compensation.
In exchange for the Director’s service as (a) a member of the Board, (b) a member of each committee of the Board to which
the Director may be appointed, and (c) chair of each committee of the Board to which the Director may be appointed, the Company
agrees to compensate the Director, and the Director agrees to accept the compensation, as set forth below and subject to the terms
herein (the “Compensation”). In the event that the Director serves less than twelve consecutive months as a
member of the Board, the Company shall only be obligated to pay the pro rata portion of the Compensation to the Director for services
performed during such year.


 


(a)       Director
Compensation. In recognition of the services to be provided by the Director, the Company agrees to (i) grant to the Director,
after the closing of the Company’s initial public offering and upon action by the Board (such date of grant, the “Grant
Date”), restricted ordinary shares of the Company, in an aggregate amount equal to the quotient of (x) $10,000 divided
by (y) the initial public offering price of the Company’s ordinary shares, as set forth on the cover page of the final prospectus
for the Company’s initial public offering as filed with the U.S. Securities and Exchange Commission, which restricted shares
shall vest in accordance with the vesting schedule attached hereto as Exhibit A and subject to the Director’s continued
service through such vesting date, (ii) pay to the Director a one-time cash retainer fee of $5,000, payable upon the execution
of this Agreement, which shall be deducted from the annual cash fee of $30,000 payable to the Director in the first year of service,
and (iii) pay to the Director an annual cash fee of $30,000, payable in biannual installments on June 1st and December 1st of each
year, provided that in the first year of service, the Director shall be paid an annual cash fee of $25,000 rather than $30,000,
as a result of the cash retainer payment of $5,000 described in clause (ii) above, payable in biannual installments on June 1st
and December 1st of the first year of service.


 






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(b)       Future
Compensation and Benefits. The Board, with the compensation committee of the Board, as applicable, reserves the right to determine
the Compensation for services provided under this Agreement.


 


3.       Independence.
The Director acknowledges that appointment to the Board is contingent upon the Board’s determination that the Director
is “independent” with respect to the Company, as such term is defined by Rule 5605 of the Nasdaq Stock Market’s
Listing Rules, and any other applicable rules, and that the Director may be removed from the Board in the event that the Director
does not maintain such independence. The Director acknowledges and agrees that the acceptance, directly or indirectly, of any consulting,
advisory, or other compensatory fee, other than for Board service, from the Company or any subsidiary thereof will impair the Director’s
independence, and the Director agrees not to accept any such fees.


 


4.       Duties.
 The Director shall exercise all powers in good faith and in the best interests of the Company, including but not limited to,
the following:


 


(a)       Conflicts
of Interest/Applicable Law. In the event that the Director has a direct or indirect financial or personal interest in a contract
or transaction to which the Company is a party, or the Director is contemplating entering into a transaction that involves use
of corporate assets or competition against the Company, the Director shall promptly disclose such potential conflict to the applicable
Board committee or the Board and proceed as directed by such committee or the Board, as applicable. The Director acknowledges the
duty of loyalty and the duty of care owed to the Company pursuant to applicable law and agrees to act in all cases in accordance
with applicable law.


 


(b)       Corporate
Opportunities. Whenever the Director becomes aware of a business opportunity related to the Company’s business, which
one could reasonably expect the Director to make available to the Company, the Director shall promptly disclose such opportunity
to the applicable Board committee or the Board and proceed as directed by such committee or the Board, as applicable.


 


(c)       Confidentiality.
The Director agrees and acknowledges that, by reason of the nature of the Director’s duties on the Board, the Director will
have or may have access to and become informed of proprietary, confidential and secret information which is a competitive asset
of the Company (“Confidential Information”), including, without limitation, any lists of customers or suppliers,
distributors, financial statistics, research data or any other statistics and plans or operation plans or other trade secrets of
the Company and any of the foregoing which belong to any person or company but to which the Director has had access by reason of
the Director’s relationship with the Company. The term “Confidential Information” shall not include information
which: (i) is or becomes generally available to the public other than as a result of a disclosure by the Director or the Director’s
representatives; or (ii) is required to be disclosed by the Director due to governmental regulatory or judicial process. The Director
agrees faithfully to keep in strict confidence, and not, either directly or indirectly, to make known, divulge, reveal, furnish,
make available or use (except for use in the regular course of employment duties) any such Confidential Information. The Director
acknowledges that all manuals, instruction books, price lists, information and records and other information and aids relating
to the Company’s business, and any and all other documents containing Confidential Information furnished to the Director
by the Company or otherwise acquired or developed by the Director, shall at all times be the property of the Company. Upon termination
of the Director’s services hereunder, the Director shall return to the Company any such property or documents which are in
the Director’s possession, custody or control, but this obligation of confidentiality shall survive such termination until
and unless any such Confidential Information shall have become, through no fault of the Director, generally known to the public.
The obligations of the Director under this subsection are in addition to, and not in limitation or preemption of, all other obligations
of confidentiality which the Director may have to the Company under general legal or equitable principles.


 






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(d)       Code
of Business Conduct and Ethics. The Director agrees to abide by and follow all such procedures set forth in the Company’s
code of business conduct and ethics, as may be in existence now or at any time during the term of this Agreement, and any other
policy, code or document governing the conduct of directors of the Company as may be in existence now or at any time during the
term of this Agreement.


 


5.       Expenses.
Upon submission of adequate documentation by the Director to the Company, the Director shall be reimbursed for all reasonable expenses
incurred in connection with the Director’s positions as a member of the Board and for services as a member of each committee
of the Board to which the Director may be appointed.


 


6.       Indemnity.
The Company and the Director agree that indemnification with respect to the Director’s service on the Board shall be governed
by that certain Indemnification Agreement attached as Exhibit B hereto (“Indemnification Agreement”).


 


7.       Withholding.
The Director agrees to cooperate with the Company to take all steps necessary or appropriate for the withholding of taxes by the
Company required under law or regulation in connection herewith, and the Company may act unilaterally in order to comply with such
laws.


 


8.       Binding
Effect. This Agreement shall be binding upon and inure to the benefit of the Company and its successors and assigns.


 


9.       Recitals.
The recitals to this Agreement are true and correct and are incorporated herein, in their entirety, by this reference.


 


10.       Validity.
The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement, which shall remain in full force and effect.


 


11.       Headings
and Captions. The titles and captions of paragraphs and subparagraphs contained in this Agreement are provided for convenience
of reference only, and shall not be considered terms or conditions of this Agreement.


 


12.       Neutral
Construction. Neither party hereto may rely on any drafts of this Agreement in any interpretation of the Agreement. Both
parties to this Agreement have reviewed this Agreement and have participated in its drafting and, accordingly, neither party shall
attempt to invoke the normal rule of construction to the effect that ambiguities are to be resolved against the drafting party
in any interpretation of this Agreement.


 


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


 






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14.       Miscellaneous.
This Agreement shall be construed under the laws of the State of New York, without application to the principles of conflicts of
laws. This Agreement and the Indemnification Agreement constitute the entire understanding between the parties with respect to
the Director’s service on the Board and there are no prior or contemporaneous written or oral agreements, understandings,
or representations, express or implied, directly or indirectly related to this Agreement that are not set forth or referenced herein.
This Agreement supersedes all negotiations, preliminary agreements, and all prior and contemporaneous discussions and understandings
of the parties hereto and/or their affiliates with respect to the Director’s service on the Board. The Director acknowledges
that he has not relied on any prior or contemporaneous discussions or understanding in entering into this Agreement. The terms
and provisions of this Agreement may be altered, amended or discharged only by the signed written agreement of the parties hereto.


 


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Intentionally Left Blank]


 






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IN WITNESS WHEREOF,
the parties hereto have executed this Independent Director Agreement as of the Effective Date.


  


	 	CDT Environmental Technology Investment Holdings Limited 
	 	 
	 	By:                        
	 	Name: 
	 	Title:   
	 	 
	 	
        DIRECTOR

	 	 
	 	                                       
	 	Name: 








 


 


Signature Page to Independent Director Agreement


 






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EXHIBIT A


 


 


VESTING SCHEDULE


 


	Shares	Vesting Date
	100% of total grant	First anniversary of the Grant Date


 


 




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EXHIBIT B


 


 


INDEMNIFICATION AGREEMENT


 


  


(Attached)


 



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