Henry County Plywood Corporation: Exhibit 10.1 - Prepared by TNT Filings
Inc.




  




Exhibit 10.1

DIRECTOR AGREEMENT 


This DIRECTOR
AGREEMENT is made as of this 1st day of February, 2009 (the
"Agreement"), by and between Henry County Plywood, a Nevada corporation holding
Organic Region Group a BVI 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. 

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. 

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.        
Monetary Remuneration. 

(a)        
Fees and Compensation. During the Directorship Term the Director shall receive
the following compensation and benefits: 

	
  A monthly cash fee
  of $USD3500. 



The Director's status
during the Agreement 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)        
Common Stock Award. During the Directorship Term the Director shall receive the
following stock award of the Company's common stock (the "Stock Award"): 


	
  12,500 shares of
  the Company's common stock for every three (3) month period of the
  Directorship Term. 



(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. 

4.        
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)        
the death of the Director ("Death"); 

(b)        
the termination of the Director from the position of member of the Board by the
mutual agreement of the Company and the Director; 

(c)        
the removal of the Director from the Board by the shareholders of the Company;


(d)        
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 



(e)         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. 

5.        
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. 

6.
       
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, 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. 

(b)        
Non-Solicitation. During the Directorship Term 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. 

7.        
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. 



8.        
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. 

9.        
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:


Henry County Plywood
Corporation 

5353 Manhattan Circle Suite 101 

Boulder, Colorado 80303 USA 

Holding Company of:


Organic Region Group, Limited 

6/F No. 947, Qiao Xing Road, Shi Qiao Town, 

Pan Yu District, Guang Zhou, China Tel: +86-20-84890337 

with a copy to: 


Jeremy Goodwin 

1546 Michael Lane 

Pacific Palisades, CA 90272 USA 

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 9. 

10.        
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.


11.        
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. 



12.        
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. 

13.        
Governing Law. This Agreement shall be governed by and construed in
accordance with the internal laws of the State of Nevada, 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 Nevada 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. 

14.        
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. 

15.        
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. 

16.        
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. 

17.        
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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blank) 



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. 

HENRY COUNTY PLYWOOD CORPORATION and ORGANIC
REGION GROUP LIMITED 

	 	 	 
	By:	 	 
	
     
	
    Name: 
	Anson Yiu Ming Fong
	 	Title:	Chairman of the Board
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	DIRECTOR	 
	 	 	 
	 	 	 
	 	 	 
	Name: Jeremy Goodwin