China Biologic Products, Inc.: Exhibit 10.1 - Prepared by TNT Filings
Inc.




  




CHINA BIOLOGIC PRODUCTS, INC. 

INDEPENDENT DIRECTOR AGREEMENT 


THIS AGREEMENT (The "Agreement")
is made as of the ____ day of ____ and is by and between China Biologic
Products, Inc., a Delaware corporation (hereinafter referred to as the "Company"),
and _____ (hereinafter referred to as the "Director").



BACKGROUND 


The Board of Directors
of the Company desires to appoint the Director to fill an existing vacancy and
to have the Director perform the duties of an independent director and the
Director desires to be so appointed for such position and to perform the duties
required of such position in accordance with the terms and conditions of this
Agreement. 


AGREEMENT 

In consideration for
the above recited promises and the mutual promises contained herein, the
adequacy and sufficiency of which are hereby acknowledged, the Company and the
Director hereby agree as follows: 


1.
    DUTIES. The Company requires that the Director be
available to perform the duties of an independent director customarily related
to this function as may be determined and assigned by the Board of Directors of
the Company and as may be required by the Company’s constituent instruments,
including its certificate or articles of incorporation, bylaws and its corporate
governance and board committee charters, each as amended or modified from time
to time, and by applicable law, including by the Delaware General Corporation
Law (the "DGCL"). The Director agrees to devote as much time as is necessary to
perform completely the duties as the Director of the Company, including duties
as a member of the Audit Committee and such other committees as the Director may
hereafter be appointed to. The Director will perform such duties described
herein in accordance with the general fiduciary duty of directors arising under
the DGCL. 


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

3.
    COMPENSATION. For all services to be rendered by the
Director in any capacity hereunder, the Company agrees to (i) pay the Director a
base fee of USD_____ per month and (ii), pursuant to the terms and conditions of
the Company’s 2008 Equity Incentive Plan, grant to the Director ______ options
of the common stock of the company with an exercise price of $4.00 which ____
options will be vested 6 months from the appointment date and the remaining
______ options to be vested after one year from the appointment date. 





4.
   
EXPENSES. In addition to the compensation provided in paragraph 3 hereof,
the Company will reimburse the Director for pre-approved reasonable business
related expenses incurred in good faith in the performance of the Director’s
duties for the Company. Such payments shall be made by the Company upon
submission by the Director of a signed statement itemizing the expenses
incurred. Such statement shall be accompanied by sufficient documentary matter
to support the expenditures. 


5.
   
CONFIDENTIALITY. The Company and the Director each acknowledge that, in
order for the intents and purposes of this Agreement to be accomplished, the
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"). The 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. 


6.
    NON-COMPETE. During the term of this Agreement and for
a period of twelve (12) months following the Director’s removal or resignation
from the Board of Directors of the Company or any of its subsidiaries or
affiliates (the "Restricted Period"), the 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 the 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 the 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, the 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. 


7.    
TERMINATION. With or without cause, the Company and the Director may each
terminate this Agreement at any time upon ten (10) days written notice, and the
Company shall be obligated to pay to the 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 the
Director with immediate effect at any time for any reason. 


8.    
INDEMNIFICATION. The Company shall indemnify, defend and hold harmless the
Director, to the full extent allowed by the law of the State of Florida, and as
provided by, or granted pursuant to, any charter provision, bylaw provision,
agreement (including, without limitation, the Indemnification Agreement executed
herewith), vote of stockholders or disinterested directors or otherwise, both as
to action in the Director’s official capacity and as to action in another
capacity while holding such office. The Company and the Director are executing
the Indemnification Agreement in the form attached hereto as Exhibit A. 


2




9.    
EFFECT OF WAIVER. The waiver by either party of the breach of any
provision of this Agreement shall not operate as or be construed as a waiver of
any subsequent breach thereof. 

10.
    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 and if by fax to 011-86-538-6203895. 


11.
    GOVERNING LAW. This Agreement shall be interpreted in
accordance with, and the rights of the parties hereto shall be determined by,
the laws of the State of Delaware without reference to that state’s conflicts of
laws principles. 


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



13.
    MISCELLANEOUS. If any provision of this Agreement
shall be declared invalid or illegal, for any reason whatsoever, then,
notwithstanding such invalidity or illegality, the remaining terms and
provisions of the this Agreement shall remain in full force and effect in the
same manner as if the invalid or illegal provision had not been contained
herein. 


14.
    ARTICLE HEADINGS. The article headings contained in
this Agreement are for reference purposes only and shall not affect in any way
the meaning or interpretation of this Agreement. 


15.
    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. 

16.
    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. 

[Signature Page Follows]

3




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. 


	 	CHINA BIOLOGIC
    PRODUCTS, INC.
	 	 
	 	By: __________________
	 	Name:
	 	Title:
	 	 
	 	 
	 	INDEPENDENT
    DIRECTOR
	 	 
	 	 
	 	_____________________
	 	Name:
	 	Address:





EXHIBIT A 

Form of Indemnification Agreement 

(See Attached)