Longhai Steel, Inc.: Exhibit 10.7 - Filed by newsfilecorp.com






Exhibit 10.7

INDEPENDENT DIRECTOR AGREEMENT 

THIS INDEPENDENT DIRECTOR AGREEMENT (this
“Agreement”) is made effective as of January 11, 2012 by and
between Longhai Steel Inc. (the “Company”), and Marshall Toplansky
(“Director”). 

WHEREAS, the Company seeks to attract and retain as
directors, capable and qualified persons to serve on the Company’s board of
directors (the “Board”); and 

WHEREAS, the Company has requested and received from
Director certain information regarding Director’s qualifications and fitness to
serve on the Board and has considered and relied upon the accuracy of such
information in offering Director the opportunity to serve on the Board; and 

WHEREAS, the Company believes that Director possesses
the necessary qualifications and abilities to serve as a director of the Company
and to perform the functions and meet the Company’s needs related to its Board.


NOW, THEREFORE, the parties agree as follows: 

1.                     Service to the Board. 

(a)                 Service as a Director. Director
will serve for a period of three years (the “term as a director of the Company
in accordance with the bylaws of the Company and perform all duties as a
director of the Company, including without limitation (1) attending meetings of
the Board, (2) serving on such committees of the Board (each a
“Committee”) to which Director has been appointed, (3) attending
meetings of each Committee of which Director is a member and (4) performing
Director’s duties on behalf of the Company in good faith and in a manner that is
not opposed to the best interests of the Company.

(b)                  Service on Committees. Director
will serve on the following committees and in the capacities stated: 

	  	Member 	Chairperson 
	Audit Committee 	√ 	  
	Compensation/Nominating Committee 	√ 	√ 
	Corporate Governance Committee 	√ 	  


To the extent Director serves as Audit Committee Chairperson,
Director agrees that Director is also serving as the financial expert for
purposes of filings before the Securities and Exchange Commission. 

2.                     Term. The term of this Agreement
shall commence as of the date of Director’s appointment by the Board of
Directors of the Company and shall continue until the Director’s removal or
resignation. 

3.                     Compensation and Expenses. 

(a)                   Director Compensation. In
recognition of the services provided by and to be provided by Director, the
Company agrees to pay Director $2,500 per board meeting and issue to Director,
an aggregate of 30,000 shares of the Company’s common stock pursuant to an
option agreement dated January 11, 2012 (such payment and issuance, the
“Compensation”), one-half (1/2) of the shares to be vested on the date of
appointment, and the remaining one-half (1/2) of the shares to be vested on
December 31, 2012. The Board reserves the right to change the Compensation from
time to time, to take into consideration the responsibilities associated with
different committees in setting Compensation levels and to grant additional
restricted shares periodically, which may vary from the terms described in this
section. If Director ceases to serve as a director on the Company’s Board at any
time and for any reason prior to a grant date associated with any restricted
shares, all restricted shares described in the restricted share agreement that
have not been granted as of such time of cessation of services will not be
granted. All such cancelled or forfeited restricted shares shall be returned to
the Company’s incentive pool. 




(b)                  Expenses. The Company will
reimburse Director for all reasonable, out-of-pocket expenses, including
business class airfare for board meetings, approved by the Company in advance,
incurred in connection with the performance of Director’s duties under this
Agreement (“Expenses”), upon submission of receipts and a written
request for payment. Such statement shall be accompanied by sufficient
documentary matter to support the expenditures. The Company may withhold from
any payment any amount of withholding required by law. 

(c)                   Future Compensation and Benefits. The Board, with the compensation committee, reserves the right to determine
the compensation for services provided under this Agreement. The Board may from
time to time authorize additional compensation and benefits for Director,
including stock options and restricted stock. 

(d)                  Insurance and Indemnification. This Agreement
is effective only when the directors’ and officers’ insurance policy previously
shown to the Director is in place and an Indemnification Agreement satisfactory
to the Director is signed by the Company. When and if the Company anticipates
the successful qualification of its common stock for trading on the NASDAQ Stock
Exchange or any similar exchange for securities trading, the Company shall amend
its existing directors’ and officers’ insurance policy to increase limits
available to independent directors by approximately $5,000,000 or a lesser or
greater amount which is determined and approved by the Board to be appropriate,
with such insurance effective on date of such listing or as soon thereafter as
possible, provided that such increase is in the best interests of the Company
and its shareholders. 

The Company has provided the Director with a summary of the
limits and terms of its current Directors’ and Officers’ Liability Insurance
(the “D&O Insurance”) and the provisions of its corporate
by-laws and governing documents dealing with indemnification of directors (the
“Indemnification Provisions”). To the fullest extent permitted by
applicable law, the Company agrees that it will not voluntarily change the terms
of such D&O Insurance or the Indemnification Provisions to the detriment of
the Director at anytime while he is entitled to benefit of such D&O
Insurance or Indemnification Provisions. 

4.                    Confidentiality. The Company and
Director each acknowledge that, in order for the intents and purposes of this
Agreement to be accomplished, 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”). 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. 

5.                      Non-Compete. During the term of this
Agreement and for a period of twelve (12) months following Director’s removal or
resignation from the Board of Directors of the Company or any of its subsidiaries or affiliates (the “Restricted
Period”), 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 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
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, 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. 

2 




6.                     Termination. With or without cause, the
Company and Director may each terminate this Agreement at any time upon ten (10)
days written notice, and the Company shall be obligated to pay to 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 Director with immediate effect at any time for any reason.


7.                     Amendments and Waiver. No
supplement, modification or amendment of this Agreement will be binding unless
executed in writing by both parties. No waiver of any provision of this
Agreement on a particular occasion will be deemed or will constitute a waiver of
that provision on a subsequent occasion or a waiver of any other provision of
this Agreement. 

8.                     Binding Effect. This Agreement
will be binding upon and inure to the benefit of and be enforceable by the
parties and their respective successors and assigns. 

9.                     Severability. The provisions of
this Agreement are severable, and any provision of this Agreement that is held
by a court of competent jurisdiction to be invalid, void, or otherwise
unenforceable in any respect will not affect the validity or enforceability of
any other provision of this Agreement. 

10.                   Governing Law. This Agreement
will be governed by and construed and enforced in accordance with the laws of
the State of Delaware applicable to contracts made and to be performed in that
state without giving effect to the principles of conflicts of laws. 

11.                   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. 

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 Director
under this Agreement are personal and therefore Director may not assign any
right or duty under this Agreement without the prior written consent of the
Company. 

13.                   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. 

3 




14.                   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. 

[Signature Page Follows]

 




IN WITNESS WHEREOF, the parties hereto have caused this
Independent Director Agreement to be duly executed and signed as of the day and
year first above written. 

	 	LONGHAI STEEL INC. 
	 	  
	 	By: /s/ Chaojun
      Wang                        
       
	 	Name: Chaojun Wang 
	 	Title: Chief Executive Officer 
	 	 
	 	DIRECTOR 
	 	 
	 	/s/ Marshall
      Toplansky                       
       
	 	Name: Marshall Toplansky 
	 	 
	 	Address: