ex10_3.htm


    
      

    


    Exhibit
10.3

    


     

    
      	 	
               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

            	 


    

     

    [Date]

    [Name of
Director]

    [Address
of Director]

    


    
      	
              Re:

            	
              Director Offer
      Letter

            


    

    


    Dear
[Name of Director]:

    


    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
shall be for the ensuing year, 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, as well as a member of the Board’s audit
committee, compensation committee and/or 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.

    


    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 $[_____] per calendar year of service, prorated for partial
time periods.  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:

    


    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.

     

     

     

     

     

     

     

    

      
        
          
             

             

            


          

           


        

        
           


          
            

          

        

        
           


        

      


      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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    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:

    


    


    


    __________________________

    [Name of
Director]