ex103.htm


    Exhibit
10.3

     

    INDEPENDENT DIRECTOR
AGREEMENT

     

    THIS INDEPENDENT DIRECTOR
AGREEMENT is made effective as of August 1, 2008 (“Agreement”),
between CHINA YINGXIA
INTERNATIONAL, INC., a Florida corporation (“Company”),
and Alice Lee Rogers
(“Director”).

     

    WHEREAS, it is essential to
the Company to retain and attract as directors the most capable persons
available to serve on the board of directors of the Company (the “Board”);
and

     

    WHEREAS, the Company believes
that Director possesses the necessary qualifications and abilities to serve as a
director of the Company and to perform the functions and meet the Company’s
needs related to its Board; and

     

    NOW, THEREFORE, the parties
agree as follows:

     

    1.    Service
as Director.
Director will serve as a director of the Company and perform all duties as a
director of the Company, including without limitation (1) attending
meetings of the Board, (2) serving as the Audit Committee Chairperson along
with other committees of the Board (each a “Committee”)
and attending meetings of each Committee of which Director is a member, and
(3) using reasonable efforts to promote the business of the Company. The
Company currently intends to meet on the first Wednesday of each quarter except
January, together with additional meetings of the Board and Committees as may be
required by the business and affairs of the Company.

      

    2.    Compensation and
Expenses.

     

    (a)    Retainer.    The
Company will pay to Director an annual retainer (the “Retainer”)
of $20,000 in the form of restricted shares of the Company’s common stock,
calculated on the average closing price per share for the five (5) trading days
preceding and including January 1 of such year. The Board reserves the right to
increase the Retainer from time to time, but may not reduce the Retainer below
the amounts stated above. If Director’s service on the Board or any Committee
does not begin or end at the beginning of a calendar year, the Retainer for that
year will be prorated on a per diem basis as appropriate to reflect the portion
of the year during which services were rendered.

     

    (b)    Meeting
Fees.    The
Company will pay to Director a fee of $4,000 for each formal Board and Committee
meeting in which Director participates, either in person or by teleconference
(“Meeting
Fees”).

     

    (c)    Expenses.    The
Company will reimburse Director for all reasonable, out-of-pocket expenses
incurred in connection with the performance of Director’s duties under this
Agreement (“Expenses”).

     

    (d)    Other
Benefits.    The
Board may from time to time authorize additional compensation and benefits for
Director, including stock options or restricted stock.

     

     

     

    
      
        
        

      

      
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    (e)    Payments.    The
Company will pay the Retainer in two installments following the close of the
second and fourth quarters of each year. The Company will pay the Meeting Fees
earned during the first and second quarters of each year at the end of the
second quarter, and Meeting Fees earned during the third and fourth quarters of
each year at the end of the fourth quarter. The Company will pay for Expenses as
incurred upon submission of receipts and a request for payment. The Company may
withhold from any payment any amount of withholding required by
law.

     

    3.    Amendments
and Waiver.    No
supplement, modification or amendment of this Agreement will be binding unless
executed in writing by both parties. No waiver of any provision of this
Agreement on a particular occasion will be deemed or will constitute a waiver of
that provision on a subsequent occasion or a waiver of any other provision of
this Agreement.

     

    4.    Binding
Effect.    This
Agreement will be binding upon and inure to the benefit of and be enforceable by
the parties and their respective successors and assigns.

     

    5.    Severability.    The
provisions of this Agreement are severable, and any provision of this Agreement
that is held by a court of competent jurisdiction to be invalid, void, or
otherwise unenforceable in any respect will not affect the validity or
enforceability of any other provision of this Agreement.

     

    6.    Governing
Law.    This
Agreement will be governed by and construed and enforced in accordance with the
laws of the State of Florida applicable to contracts made and to be performed in
that state without giving effect to the principles of conflicts of
laws.

     

    IN WITNESS WHEREOF, the
parties have executed this Agreement as of the date shown above.

     

     

    
      	
              CHINA
      YINGXIA INTERNATIONAL, INC.

            	
                

            	
              DIRECTOR:

            
	 
      	
                

            	 
      
	 
      	
                

            	 
      
	
              By:

            	
              /s/    Yingxia
      Jiao

            	 
      	
              By:

            	
              /s/
      Alice Lee Rogers

            
	
                       Name:

            	
                      Yingxia
      Jiao

            	
                

            	
              Name:

            	
              Alice
      Lee Rogers

            
	
                       Title:

            	
                      Chief
      Executive Officer

               

            	
                

            	 
      	 
      
	 
      	
                

            	 
      
	 
      	 
      	 
      	 
      	 
      


    

     

     

     

     

     

     

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