ex10-1.htm


    
      

    


    SINO
CLEAN ENERGY, INC.

    Room
2205, Suite A, Zhengxin Building

    No. 5,
Gaoxin 1st Road, Gao Xin District

    Xi’an,
Shaanxi Province

    People’s
Republic of China

    


              November
24, 2009

    


    Mr.
Albert C. Pu

    7F,
Dongxin Century Square, Xi’an City

    Hi-Tech
Development District

    Shaanxi
Province P.R.China

    


    
      	
              Re:

            	
              Director Offer
      Letter

            


    

    


    Dear Mr.
Pu:

    


    Sino
Clean Energy, Inc., a Nevada corporation (the “Company”), is pleased to offer
you a director position on its Board of Directors (the “Board”).  We
are all very impressed with your credentials and we look forward to your future
success in this role.

    


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

    


    1.           Term.  This agreement is
effective as of the date of this Agreement. Your term as director shall continue
subject to the provisions in Section 8 below or until your successor is duly
elected and qualified.  The position shall be up for re-election each
year at the annual shareholder’s meeting and upon re-election, the terms and
provisions of this agreement shall remain in full force and effect.

    


    2.           Services.  You shall render
services as a member of the Board, and chairman of the Board’s audit committee
as well as a member of the Board’s compensation committee and nominating
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. 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 necessary via telephone, electronic mail or
other forms of correspondence.

    



    
      
        
          


           

          


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    3.           Services
for Others.  You shall 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, 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
to Independent Directors.  You shall receive
cash compensation of USD $39,000 per calendar year and payable on a quarterly
basis. You shall be reimbursed for reasonable expenses incurred by you in
connection with the performance of your Duties (including travel expenses for
in-person meetings).

    


    5.           D&O
Insurance Policy.
During the term under this Agreement, the Company shall include you as an
insured under an officers and directors insurance policy with coverage not to
exceed $3,000,000, which the Company shall obtain within a reasonable period of
time. Such policy will be underwritten by an insurance company that has no less
than an “A XII” rating as published by A.M. Best.

    


    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, formats, marketing plans, and
analyses, business plans and analyses, strategies, forecasts, customer and
supplier identities, characteristics and agreements.

    


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


    
      
        
          


           

          


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Clean Board of Directors Offer Letter

          


        

         


      

      
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    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, upon termination of this
agreement, or upon your termination or Resignation, as defined in Section 8
herein.

    


    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 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 the course of your business relationship with the
Company, and that the provisions of this paragraph (d) shall survive termination
of this agreement.

    


    



    
      
        
          


           

          


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    8.            Termination
and Resignation.  Your membership
on the Company’s Board may be terminated for any or no reason at a meeting
called for the purpose of the election of directors by a vote of the
stockholders holding at least a majority of the shares of the Company’s issued
and outstanding shares entitled to vote. Your membership on a Board committee
may be terminated for any or no reason at any meeting of the Board by or by
written consent of, a majority of the Board at any time. You may also terminate
your membership on the Board or on a committee for any or no reason by
delivering your written notice of resignation to the Company (“Resignation”),
and such Resignation shall be effective upon the time specified therein or, if
no time is specified, upon receipt of the notice of resignation by the Company.
Upon the effective date of the termination or Resignation, your right to
compensation hereunder will terminate subject to the Company's obligations to
pay you any cash compensation (or equivalent value in Company common stock
shares) that you have already earned and to reimburse you for approved expenses
already incurred in connection with your performance of your Duties as of the
effective date of such termination or Resignation.

    


    9.           Governing
Law.  All questions
with respect to the construction and/or enforcement of this agreement, and the
rights and obligations of the parties hereunder, shall be determined in
accordance with the law of the State of Nevada applicable to agreements made and
to be performed entirely in the State of Nevada.

    


    10.           Entire
Agreement; Amendment; Waiver; Counterparts.  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 agreement.  This agreement may be
executed in separate counterparts each of which will be an original and all of
which taken together will constitute one and the same agreement, and may be
executed using facsimiles of signatures, and a facsimile of a signature shall be
deemed to be the same, and equally enforceable, as an original of such
signature.

    


     
 

    


    


    


    


    


    


    


    


    



    
      
        
          


           

          


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      11.       Indemnification.  The
Company shall, to the maximum extent provided under applicable law, indemnify
and hold you harmless from and against any expenses, including reasonable
attorney’s fees, judgments, fines, settlements and other legally permissible
amounts (“Losses”),
incurred in connection with any proceeding arising out of, or related to, your
performance of your Duties, other than any such Losses incurred as a result of
your negligence or willful misconduct.  The Company shall advance to
you any expenses, including attorney’s fees and costs of settlement, incurred in
defending any such proceeding to the maximum extent permitted by applicable
law.  Such costs and expenses incurred by you in defense of any such
proceeding shall be paid by the Company in advance of the final disposition of
such proceeding promptly upon receipt by the Company of (a) written request for
payment; (b) appropriate documentation evidencing the incurrence, amount and
nature of the costs and expenses for which payment is being sought; and (c) an
undertaking adequate under applicable law made by or on your behalf to repay the
amounts so advanced if it shall ultimately be determined pursuant to any
non-appealable judgment or settlement that you are not entitled to be
indemnified by the Company.

    


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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,

    


    SINO
CLEAN ENERGY, INC.

    


    


    By:
_____________________________

    Baowen
Ren

    Chief
Executive Officer

    


    


    


    AGREED
AND ACCEPTED:

    


    


    


    __________________________

    Albert C.
Pu

    


    


    
 

     

     

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