GBS ENTEPRIRSES INCORPORATED


585 Molly Lane


Woodstock, GA 30189


T: (404)
474-7256


 


January 23, 2012


 


David Darsch


 


Via email: d.darsch@ceo-cf.com


 


		Re:	Board of Directors - Offer Letter



 


Dear Mr. Darsch:


 


GBS Enterprises
Incorporated, a Nevada corporation (the “Company”), is pleased to offer you a director position
on its Board of Directors (the “Board”).


 


Should you choose
to accept this position as a member of the Board, this letter shall constitute an agreement between you and the Company (the “Agreement”)
and contains all the terms and conditions relating to the services you are to provide.


 


1.            Term.
This Agreement shall be for the ensuing year, commencing on January 30, 2012 (the “Effective Date”).
Your term as director shall continue until your successor is duly elected and qualified. The position shall be up for re-election
each year at the annual shareholder’s meeting in accordance with the Company’s by-laws, and the terms and provisions
of this Agreement shall remain in full force and effect unless you resign from or are not re-elected to or are dismissed from the
position or unless otherwise revised on such terms as mutually agreed to by you and the Company.


 


2.            Services.
You shall render services as a member of the Board, as well as a member of the Board’s Compensation/Corporate Governance
committee, (hereinafter your “Duties”). During the term of this Agreement, you shall attend and
participate in such number of meetings of the Board and of the committee(s) of which you are a member as regularly or specially
called in accordance with the terms of the Company’s by-laws and/or the committee charters. You may attend and participate
at each such meeting, via teleconference, video conference or in person. You shall consult with the other members of the Board
and committee(s) regularly and as reasonably necessary via telephone, electronic mail or other reasonable forms of correspondence.


 



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3.            Services
for Others. You will be free to represent or perform services for other persons during the term of this Agreement. However,
you agree that you do not presently perform and do not intend to perform, during the term of this Agreement, similar Duties, consulting
or other services for companies whose businesses are or would be, in any way, directly competitive with the Company (except for
companies previously disclosed by you to the Company in writing). Should you propose to perform similar Duties, consulting or other
services for any such company, you agree to notify the Company in writing in advance (specifying the name of the organization for
whom you propose to perform such services) and to provide information to the Company sufficient to allow it to determine if the
performance of such services would conflict with areas of interest to the Company. 


 


4.            Compensation.
In consideration for your service as a member of the Board, you shall receive cash compensation of $10,000.00 per calendar year
of service, payable on a quarterly basis by the fifteenth of each April, July, October and January of each year, and prorated for
partial time periods plus additional compensation as described in the attached Board Compensation Plan which might be amended from
time to time. Additionally, you shall, for each year of service, be granted an option (the “Option”)
under the Company’s 2011 Stock Option Plan (the “Plan”) to purchase up to 25,000 shares
of the Company’s common stock, $0.001 par value (the “Common Stock”), at a price per share
equal to the Fair Market Value (as defined in the Plan) exercisable for a period of three (3) years from the Option grant date,
and for each successive option grant the per share exercise price shall be equal to the Fair Market Value of the Company’s
Common Stock on the grant date of the renewal of the service as independent director. The Option shall be granted pursuant to,
and the terms and conditions of the Option shall be set forth in, an option agreement entered into between you and the Company
as of the grant date. The Company agrees to reimburse all of your travel, hotel, car rental, meals and other reasonable expenses
relating to your attendance at meetings of the Board. In addition, the Company agrees to reimburse you for reasonable expenses
that you incur in connection with the performance of your duties as a director of the Company, provided that you shall seek the
Company’s approval prior to the incurrence of any such expenses exceeding $500. All payments to you shall be exclusive of
all taxes and, in the event that the Company is required to deduct any amount in respect of any taxes, the Company shall make you
whole by paying such amount so that the amount you receive shall not be less than the amount set forth above.


 


Your compensation
as a director in any future periods is subject to the determination of the Board, and may differ in future periods should you continue
to serve on the Board but shall be no less than $10,000 (as a retainer) annually.


 



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5.            D&O
Insurance Policy. You shall be included as an insured under such directors’ and officers’ liability insurance (the
“D&O Insurance”) that the Company, at its sole discretion, maintains in an amount in coverage
and with a carrier as determined in the Board’s discretion; provided, however, that the foregoing shall not be construed
as obligating the Company to maintain any directors’ and officers’ liability insurance. The Company represents that
it currently has D&O coverage in an amount not less than $5 million to cover you as a named insured, and the Company further
agrees that it will inform you in advance of the cancellation or expiration, without replacement, of its current D&O Insurance
policy. The Company agrees that D&O Insurance coverage is a substantive condition to your acceptance of your position as a
member of the Board, and that, in the event such policy expires or is terminated without being replaced by a policy from a reasonable
carrier, you may, without liability to the Company; terminate your relationship with the Company.


 


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 the premises of the Company and/or you access to certain Confidential
Information 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; or


 


ii.    Any
information which is related to the business of the Company and is generally not known by non-Company personnel.


 


 iii.    By
way of illustration, but not limitation, Confidential Information includes 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, source code, formats, marketing plans, and analyses, business plans and analyses, strategies,
forecasts, customer and supplier identities, characteristics and agreements.


 



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b.            Exclusions.
Notwithstanding the foregoing, the term Confidential Information shall not include:


 


i.    Any
information which becomes generally 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;
and


 


iii.    Information
known by you prior to receipt of such information from the Company, which prior knowledge can be documented.


 


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. In the event you receive any such documents or items by personal
delivery from any duly designated or authorized personnel of the Company, you shall be deemed to have received the express written
consent of the Company. In the event that you receive any such documents or items, other than through personal delivery as described
in the preceding sentence, you agree to inform the Company promptly of your possession of such documents or items. You shall promptly
return any such documents or items, along with any reproductions or copies to the Company upon the Company’s demand or upon
termination of this agreement.


 


d.            No
Disclosure. 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 maybe necessary in your reasonable judgment 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 your reasonable judgment in the course of your business relationship with the Company, and that the provisions
of this paragraph (d) shall survive termination of this agreement.


 


8.            Entire
Agreement; Amendment; Waiver. 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. 


 



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9.            Governing
Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Nevada applicable
to contracts made and to be performed in such state without giving effect to the principles of conflicts of laws.


 


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


 


	 	Sincerely,
	 	 
	 	GBS
ENTERPRISES INCORPORATED
	 	 	 
	 	By:	/s/ Joerg Ott
	 	 	Name: Joerg Ott
	 	 	 
	 	 	Title:   Chairman and Chief Executive Officer


 


	AGREED AND ACCEPTED:	 
	 	 
	/s/ David Darsch	 


 



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 BOARD COMPENSATION





 


	·	Board Member Retainer	$2,500 per quarter = $10,000
	·	Audit Committee Chairman Retainer	$2,000 per quarter = $8,000
	·	Compensation Committee Chairman Retainer	$1,000 per year =  $1,000
	·	Compliance Committee Chairman Retainer	$1,000 per year =  $1,000
	·	Board Meeting fees	$2,000/meeting (based on four meetings/year)
	·	Audit Meeting fees	$2,000/meeting (based on four meetings/year)
	·	Compensation/Compliance Meeting Fees	$2,000/meeting (based on one meeting/year)
	·	Stock Options	25,000 option grants per year
	 	 	(fair market value) 
	·	Travel	TBD


 


Board fees are paid only to outside directors.
Inside directors/employees receive no fees/options.


 





	 	 	Board Member, 
no committee 
activity	 	 	Board Member, 
committee 
activity	 	 	Audit Committee 
Chair	 	 	Compensation/ 
Compliance Committee Chair	 
	Board Member Retainer	 	$	10,000	 	 	$	10.000	 	 	$	10,000	 	 	$	10,000	 
	Audit/Compensation/Compliance Committee Chair Retainer	 	 	 	 	 	 	 	 	 	$	8,000	 	 	$	2,000	 
	Board Meeting Fees (in person)	 	$	8,000	*	 	$	8,000	*	 	$	8,000	*	 	$	8,000	*
	Board Meeting Fees (telephone)	 	$	650	 	 	$	650	 	 	$	650	 	 	$	650	 
	Audit/	 	 	 	 	 	$	8,000	**	 	$	8,000	**	 	 	 	 
	Compensation/Compliance	 	 	 	 	 	$	2,000	***	 	 	 	 	 	$	2,000	***
	Committee Meeting Fees	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	TOTAL ANNUAL FEES	 	$	18,000	 	 	$	28,000	 	 	$	34,000	 	 	$	22,000	 
	Equity: Stock Options 
(at fair market value)	 	 	7’500	 	 	 	7’500	 	 	 	10,000	 	 	 	10,000	 





  


	*) 4 meetings annually	**) 4 meetings annually	***) 1 meeting annually


  


	Annual total cost to the Company	 	Number of Outside 
Board Members	 	 	Total Cost	 
	Board Member Retainer	 	 	5	 	 	$	50,000	 
	Audit Committee Chair Retainer	 	 	1	 	 	$	8,000	 
	Compensation/Compliance Chair Retainer	 	 	1	 	 	$	2,000	 
	Board Meeting Fees	 	 	5	 	 	$	40,000	 
	Audit Committee Meeting Fees	 	 	2	 	 	$	16,000	 
	Compensation/Compliance Meeting Fees	 	 	2	 	 	$	4,000	 
	TOTAL ANNUAL BoD FEES	 	 	 	 	 	$	120,000	 
	Equity	 	 	5	 	 	 	125,000	 



 






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