Unassociated Document


     

    
      DIRECTOR
        AGREEMENT

      


      


      This
        DIRECTOR AGREEMENT is made as of this 3rd
        day of
        October, 2008 (the "Agreement"), by and between China Advanced Construction
        Materials Group, Inc., a Delaware corporation (the "Company") and Jeremy
        Goodwin
        (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.

      


      Commensurate
        with his other duties on the Board, the Director shall assist the Company
        by
        presenting and participating in roadshows. The Director shall also facilitate
        and maintain all communications with the investor relations firm engaged
        by the
        Company until such time as the Company employs a full time Chief Financial
        Officer. 

      


      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 serve on a to be determined Committee of the Board
         at
        the
        Company’s discretion 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 $3,500

              


      

       

      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)  Stock
        Option Agreement.
        During the Directorship Term, the Director and the Company shall enter into
        a
        Stock Option Agreement pursuant to the Company’s Equity Incentive Plan to
        purchase a total of 50,000 shares of the Company’s common stock at an exercise
        price of $2.90 (the “Options”). The Options shall vest according to the
        following schedule:

      


      
        	
              	·	
                12,500
                  shares of the Company’s common stock shall vest and become exercisable
                  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 12,500 shares of the Company’s common stock shall vest and
                  become exercisable 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 12,500 shares of the Company’s common stock shall vest and
                  become exercisable 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 12,500 shares of the Company’s common stock shall vest and
                  become exercisable 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. Any
        reimbursements for allocated expenses (as compared to out-of-pocket expenses
        of
        the Director) 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:

      


      (a)  one
        (1)
        year from the date hereof, subject to a one (1) year renewal term upon
        re-election 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:

       

      Anslow
        & Jaclin, LLP

      195
        Route
        9 South, Suite 204

      Manalapan,
        NJ 07726

      


      If
        to the
        Director:

      


      Jeremy
        Goodwin

      Suite
        51
        B Tower 7

      Park
        Avenue Olympian City 2

      Tai
        Kok
        Tsui, Kowloon, Hong Kong

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      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/
        Jeremy
        Goodwin               

      Name: Jeremy
        Goodwin