China Advanced Construction Materials Group, Inc.: Exhibit 10.2 - Filed by newsfilecorp.com






Exhibit 10.2

AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT 

This Amendment No. 1 (the “Amendment”) to that certain
Employment Agreement (the "Agreement"), dated as of February 23, 2010, is
entered into as of  March 30, 2011, by and between China Advanced
Construction Materials Group, Inc., a Delaware corporation (the "Company") and
Jeremy Goodwin (the “Executive”) (collectively, the “Parties”). This amendment
is effective for the duration of the Additional Term as defined in Section 2 of
the Agreement, i.e. from Jan. 4, 2011 to Jan. 4, 2012. 

WHEREAS, Section 17 of the Agreement provides that no provision
of the Agreement may be modified, amended, waived or discharged unless such
waiver, modification, amendment or discharge is agreed to in writing and signed
by the Executive and such officer or director as may be designated by the Board
of Directors; 

WHEREAS, the undersigned officer has been designated by the
Board of Directors to execute this Amendment; and 

WHEREAS, the Company and the Executive have agreed to amend the
Agreement as set forth in this Amendment; 

NOW, THEREFORE, in consideration of the foregoing, of the
mutual promises contained herein and of other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Parties,
intending to be legally bound, hereby agree as follows: 

1.            POSITION/DUTIES. Section 1 of the
Agreement is hereby amended and restated as follows: 

“1.         
POSITION/DUTIES. 

(a)     During the Employment Term (as defined in Section 2 below),
the Executive shall serve as the President of the Company and, subject to
Section 1(b) below, as the Chief Financial Officer of the Company. 

(i)     In this capacity the Executive shall be responsible for
leading the Company’s efforts in obtaining financing for the Company by way of
one or more public offerings in the amounts and on the schedules requested by
the Chief Executive Officer of the Company, including but not limited to
overseeing underwriters, counsels and auditors, and preparing and/or reviewing
requisite documentations in connection with such transactions, and shall perform
certain investor relations activities as requested by the Chief Executive
Officer. 

(ii)     During the Additional Term (as defined in Section 2 of the
Agreement): 

(A)     On or before June 30, 2011, the Executive shall obtain at
least one concrete project for the Company, as evidenced by a written agreement enforceable in the Peoples’ Republic of China and all
applicable jurisdictions with terms reasonably acceptable to the Chief Executive
Officer, that shall either (1) generate gross revenues to the Company of at
least $5,000,000, or (2) provide for sale and delivery of at least 93,572 cubic
meters of concrete. All concrete contracts derived from the Chen Lie
relationship will be attributed toward fulfillment of this duty of the Executive
and any cubic meter signed which exceeds the minimum requirement stated in this
Amendment shall carry forward towards the fulfilling of any future annual
minimums of the Executive.





(B)     In addition to the project referenced in subsection (A)
above, the Executive shall obtain at least one additional concrete project for
the Company, as evidenced by a written agreement enforceable in the Peoples’
Republic of China and all applicable jurisdictions with on terms reasonably
acceptable to the Chief Executive Officer, that shall either (1) generate gross
revenues to the Company of at least $5,500,000, or (2) provide for sale and
delivery of at least 102,929 cubic meters of concrete. All concrete contracts
derived from the Chen Lie relationship will be attributed toward fulfillment of
this duty of the Executive and any cubic meter signed which exceeds the minimum
requirement stated in this Amendment shall carry forward towards the fulfilling
of any future annual minimums of the Executive. 

(iii)     During the Term of Employment, the Executive shall be
responsible for overseeing the Company’s interaction with outside legal counsel
and overseeing Human Resource activities. 

(iv)     The Executive shall establish and monitor the Company’s
operating budget. For any Company contract to be signed on behalf of the
Company, the Executive shall follow the written approval procedures agreed
between the Executive and the CEO, as well as Company policy. The Executive
shall be personally liable for signing any service contract binding the
financial obligation of the company which has not first been pre-approved by the
company in writing from the CEO. 

(v)     The Executive shall provide a brief weekly report and a
detailed monthly report to the CEO in form and content reasonably acceptable to
the CEO. The Executive shall also provide a monthly work plan to the CEO in form
and content reasonably acceptable to the CEO. 

(vi)     Likewise, the Executive shall receive a brief weekly
report and a detailed monthly report from the company Finance Department,
Investor Relations Department, Internal Controls Department and Human Resources
Department in form and content reasonably acceptable to the Executive. The
company Finance Department, Investor Relations Department, Internal Controls
Department and Human Resources Department shall also provide a monthly work plan
to the Executive in form and content reasonably acceptable to the Executive.


(b)     During such time as the Executive serves as the Chief
Financial Officer of the Company, the Executive’s duties shall include, in
addition to the Executive’s duties as President: 

2 




(i)     working with the Company’s U.S. legal counsel and auditors
to implement, monitor and oversee the Company’s accounting, reporting and
financial controls, ongoing compliance with the requirements of the
Sarbanes-Oxley Act, the Securities Act of 1933, the Securities Exchange Act of
1934, and the listing rules of the NASDAQ Global Market; and 

(ii)     advising the Board of the Directors with respect to the
Company’s internal controls and procedures, including disclosure controls and
procedures. 

Notwithstanding anything to the contrary herein, the Executive
acknowledges that any termination of his position as Chief Financial Officer
during the term hereof shall not, in any way, constitute a breach of this
Agreement by the Company; provided that any such termination shall not reduce
the compensation described in Section 3 hereof. 

(c)     During the Employment Term, the Executive shall report
directly to the Chief Executive Officer and the Board of Directors of the
Company. The Executive shall obey the lawful directions of the Chief Executive
Officer and the Board of Directors to whom the Executive reports and shall use
his diligent efforts to promote the interests of the Company and to maintain and
promote the reputation thereof. 

(d)     During the Employment Term, the Executive shall maintain
his residence in the United States or Hong Kong and shall be expected to travel
extensively between and within China, Hong Kong and the United States and to
spend significant time in Beijing, China as directed by the Chief Executive
Officer. In the event that the Executive is required by the Chief Executive
Officer to relocate his residence to Beijing, China at any time during the
Employment Term, the Company shall provide the Executive with necessary
allowance and full coverage of all the costs in connection with the relocation.


(e)     During the Employment Term, the Executive shall use his
best efforts to perform his duties under this Agreement and shall devote all of
his business time, energy and skill in the performance of his duties with the
Company. The Executive shall not during the Employment Term (except as a
representative of the Company) be directly or indirectly engaged or concerned in
any other business activity, unless Executive notifies the Board in advance of
Executive’s intent to engage in other paid or unpaid work, and receives the
Board’s express written consent to do so. Notwithstanding the foregoing, it is
understood that Executive shall be entitled to serve on the Board of Directors
of other business organizations so long as such service does not constitute an
actual or apparent conflict of interest, and so long as the consent of the Board
(which shall not unreasonably be withheld) is obtained for such service; and
provided further that the Board has consented to Executive’s continued service
on the Boards of Directors and advisory boards set forth on Schedule 1(e)
hereof. Nothing in this Section shall prohibit Executive from participating in
social, civic or professional associations or engaging in passive outside
investment activities which may require a limited portion of time and effort to
manage, so long as such activities do not interfere with the performance of
Executive’s duties hereunder nor compete, in any way, with the products or
services offered by the Company.” 

3 




2.            COMPENSATION. Section 3 of the
Agreement is hereby amended and restated as follows: 

“3.           COMPENSATION. 

(a)       Base Salary. In consideration of the services to be
rendered hereunder, the Company hereby agrees to pay the Executive an initial
annual base salary of $180,000 payable in equal semimonthly installments in
accordance with the usual practice of the Company (the “Base Salary”). The
Executive shall be entitled to an extra base salary of $18,000 upon the
completion of the duties set forth in Sections 1(a)(ii) above. The Executive
will be responsible for his own income tax payable to relevant federal and state
authorities in the United States. 

(b)       Restricted Stock Award. 

(i)       Subject to the terms and conditions provided in this
Agreement and the Restricted Stock Agreement between the Company and the
Executive, during the Initial Term the Company agrees to grant the Executive,
pursuant to the Company’s 2009 Equity Incentive Plan, 50,000 restricted shares
of the common stock of the Company. The restricted shares granted hereby shall
vest as follows: 


  
    
      
        
(1)       12,500 shares shall vest on April 4, 2010;


(2)       12,500
shares shall vest on July 4, 2010; 

(3)       12,500 shares shall vest on October 4,
2010; and 

(4)       12,500 shares shall vest on January 4, 2011. 

        

      

    

  



(ii)       Subject to the terms and conditions provided in this
Agreement and the Restricted Stock Agreement between the Company and the
Executive, during the Additional Term the Company agrees to grant the Executive,
pursuant to the Company’s 2009 Equity Incentive Plan, 25,000 restricted shares
of the common stock of the Company. The restricted shares granted hereby shall
vest as follows: 


  
    
      
        
(1)       12,500 shares shall vest on April 4, 2011; and (2)

(2)       12,500 shares shall vest on July 4, 2011. 

        

      

    

  



In addition, the Executive shall be eligible for an additional
award of up to 25,000 shares at the end of the Additional Term to be awarded at
the discretion of the Board of Directors. 

(c)       Stock Option Grant. 

(i)        During the Initial Term, subject to the terms and
conditions provided in this Agreement and the Stock Option Agreement between the
Company and the Executive, the Company agrees to grant the Executive, pursuant
to the Company’s 2009 Equity Incentive Plan, a stock option to purchase up to
100,000 shares of the common stock of the Company. The option shall have an
exercise price of $5.38 and shall be exercisable on a cashless, or net exercise
basis. The option granted hereby shall vest as follows: 

4 




(A)       35,000 shares shall vest on March 5, 2010 and 15,000 shares
shall vest on March 31, 2010; provided, that the Board, or the Compensation
Committee, may terminate or postpone the vesting with respect to such option
shares if the Company fails to close public offerings during the first calendar
quarter of 2010 in the amounts and on the schedule and terms reasonably
requested by the Chief Executive Officer pursuant to Section 1(a)(i) hereof
(“First Quarter Financings”); and 

(B)       Up to 50,000 shares shall vest on July 15, 2010 as follows


(1)       10,000 of such shares shall vest if the Company closes
public offerings during the second calendar quarter of 2010 of at least 20% of
any target amount reasonably requested, on the schedules and terms reasonably
requested by, the Chief Executive Officer pursuant to Section 1(a)(i) hereof,
excluding the First Quarter Financings (the “Second Quarter Financings”); 

(2)       20,000 of such shares shall vest if the Company closes at
least 40% of the Second Quarter Financings; 

(3)       30,000 of such shares shall vest if the Company closes at
least 60% of the Second Quarter Financings; 

(4)       40,000 of such shares shall vest if the Company closes at
least 80% of the Second Quarter Financings; and 

(5)       all 50,000 of such shares shall vest if the Company closes
all of the Second Quarter Financings. 

(ii)       During the Additional Term, subject to the terms and
conditions provided in this Agreement and the Stock Option Agreement between the
Company and the Executive, the Company agrees to grant the Executive, pursuant
to the Company’s 2009 Equity Incentive Plan, a stock option to purchase up to
100,000 shares of the common stock of the Company. The option shall have an
exercise price of $5.38 and shall be exercisable on a cashless, or net exercise
basis. The option granted hereby shall vest as follows: 

(A)       50,000 shares shall vest on April 30, 2011, subject to that
the Company closes public offerings on or before April 15, 2011 in the amounts
and on the schedule and terms reasonably requested by the Chief Executive
Officer pursuant to Section 1(a)(i) hereof (“Initial 2011 Financing”); and

(B)       Up to 50,000 shares shall vest on November 15, 2011 as
follows 

(1)       10,000 of such shares shall vest if the Company closes
public offerings on or before November 15, 2011 of at least 20% of any target
amount reasonably requested, on the schedules and terms reasonably requested by,
the Chief Executive Officer pursuant to Section 1(a)(i) hereof, excluding the Initial 2011 Financing
(the “Secondary 2011 Financing”); 

5 




(2)       20,000 of such shares shall vest if the Company closes at
least 40% of the Secondary 2011 Financing; 

(3)       30,000 of such shares shall vest if the Company closes at
least 60% of the Secondary 2011 Financing; 

(4)       40,000 of such shares shall vest if the Company closes at
least 80% of the Secondary 2011 Financing; and 

(5)       all 50,000 of such shares shall vest if the Company closes
all of the Secondary 2011 Financing. 

(iii)       Notwithstanding the foregoing, if (A) the Executive
obtains reasonable commitments of investment banks, placement agents and/or
investors to provide financing by way of one or more securities offerings in the
amounts and on the schedules and terms reasonably requested by the Chief
Executive Officer, and such arrangements are rejected by the Chief Executive
Officer or the Board, or (B) the Company fails to close such financings
voluntarily, (C) any such financing is terminated as a result of a material
breach of a material agreement by the Company or (D) or the Company does not
meet the earnings or earnings per share milestones set by the Chief Executive
Officer as conditions precedent for any such financings, then the vesting for
such shares set forth above shall not be terminated or postponed. Any
termination or deferral of vesting as set forth herein shall not be deemed to be
“Good Reason” as defined below.” 

3.        EMPLOYEE BENEFITS. Section 4(c) of the
Agreement is hereby amended and restated as follows: 

“(c)      Business and Entertainment Expenses. Upon
presentation of appropriate documentation, the Executive shall be reimbursed
(not to be reasonably withheld) for all reasonable and necessary business and
entertainment expenses, including business related travel, lodging and meal
expenses, incurred in connection with the performance of his duties hereunder,
all in accordance with the Company's expense reimbursement policy applicable to
senior executives whereby invoice or other reasonable proof of expenditure will
be presented at time of reimbursement. Subject to the submission of a detailed
expenditure plan, the Company may provide a cash advance to the Executive for
travel expense. The Executive shall be personally liable for any expense spent
in violation of this provision.” 

4.        NO OTHER CHANGES. Except as expressly
amended, modified or superseded hereby, the terms of the Agreement shall remain
in full force and effect. 

5.       SECTION HEADINGS AND INTERPRETATION.
The section headings used in this Amendment are included solely for convenience
and shall not affect, or be used in connection with, the interpretation of
this Amendment. Expressions of inclusion used in this Amendment are to be
understood as being without limitation. 

6 




6.       SEVERABILITY. The provisions of this
Amendment shall be deemed severable and the invalidity of unenforceability of
any provision shall not affect the validity or enforceability of the other
provisions hereof. 

7.       COUNTERPARTS. This Amendment may be
executed in several counterparts, each of which shall be deemed to be an
original but all of which together will constitute one and the same Amendment.


8.       
GOVERNING LAW AND VENUE. The validity,
interpretation, construction and performance of this Amendment shall be governed
by the laws of the State of New York without regard to its conflicts of law
principles. The Parties agree irrevocably to submit to the exclusive
jurisdiction of the courts located in New York, New York, for the purposes of
any suit, action or other proceeding brought by any Party arising out of any
breach of any of the provisions of this Amendment and hereby waive, and agree
not to assert by way of motion, as a defense or otherwise, in any such suit,
action, or proceeding, any claim that it is not personally subject to the
jurisdiction of the above-named courts, that the suit, action or proceeding is
brought in an inconvenient forum, that the venue of the suit, action or
proceeding is improper, or that the provisions of this Amendment may not be
enforced in or by such courts. 

9.       ENTIRE AGREEMENT. This Amendment and
the documents referred to herein constitute the entire agreement among the
parties with respect to the subject matter and no party shall be liable or bound
to any other party in any manner by any written or oral representations,
warranties or covenants except as specifically set forth herein or therein. 

10.       WAIVER AND AMENDMENT. No provision of
this Amendment may be modified, amended, waived or discharged unless such
waiver, modification, amendment or discharge is agreed to in writing and signed
by the Executive and such officer or director as may be designated by the Board.
No waiver by either Party at any time of any breach by the other Party hereto
of, or compliance with, any condition or provision of this Amendment to be
performed by such other Party shall be deemed a waiver or similar or dissimilar
provisions or conditions at the same or at any prior or subsequent time. 

11.       AUTHORITY AND NON-CONTRAVENTION. The
Executive represents and warrants to the Company that he has the legal right to
enter into this Amendment and to perform all of the obligations on his part to
be performed hereunder in accordance with its terms and that he is not a party
to any agreement or understanding, written or oral, which could prevent him form
entering into this Amendment or performing all of his obligations hereunder.


[Signature Page Follows] 

7 




IN WITNESS WHEREOF, the Parties have executed this
Amendment as of the date first written above. 

		CHINA ADVANCED CONSTRUCTION MATERIALS
      GROUP, INC. 
	 	  
	 	  
	 	  
	 	/s/ Xianfu Han 
	 	By: Xianfu Han 
	 	Title: Chief Executive Officer 
	 	  
		EXECUTIVE 
	 	  
	 	/s/ Jeremy Goodwin 
	 	By: Jeremy Goodwin 

 8






SCHEDULE 1(e) 
Boards of Directors and Advisory Boards



Sino Green Land Corporation (OTCBB: SGLA.OB) 

L&L Energy Inc. (Nasdaq: LLEN) 

S - 1