China Advanced Construction Materials Group, Inc. - Exhibit 10.3 - Filed by newsfilecorp.com






FORM OF DIRECTOR AGREEMENT 

           
This DIRECTOR AGREEMENT is made as of this __ day of ___________ (the
"Agreement"), by and between China Advanced Construction Materials Group, Inc.,
a Nevada corporation (the "Company") and _________ (the “Director”).

           
WHEREAS, the Company wishes to appoint the Director as a non-executive member of
the board of directors (the “Board”) 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 appoint Director as
non-executive member of 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, provided, however,
that the Director's continued service on the Board after the initial term on the
Board shall be subject to any necessary approval by the Company's stockholders.
This Agreement is subject to the satisfactory completion of a third party
background check within sixty (60) days of the date hereof.

           
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.        Board Committees. The
Director hereby agrees to sit in the relevant committees of the Board and to
perform all of the duties, services and responsibilities necessary thereunder.





           
4.        Monetary Remuneration.


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

A monthly fee of U.S $__________

                       
The Director's status during the Directorship 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 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) Restricted Stock Award. During the Directorship Term, the Company shall
grant a Restricted Stock in the amount of _____ shares of the Company’s
restricted common stock (the “Restricted Stock”). The Restricted Stock shall
vest according to the following schedule: 

•        _____shares of the
Company’s common stock shall vest three (3) months from the date hereof (the
“Three Month Vesting Date”) provided that the Director maintains a position on
the Board as of the Three Month Vesting Date; 

•        an additional
_____ shares of the Company’s common stock shall vest six (6) months from the
date hereof (the “Six Month Vesting Date”) provided that the Director maintains
a position on the Board as of the Six Month Vesting Date; 

•        an additional _____
shares of the Company’s common stock shall vest nine (9) months from the date
hereof (the “Nine Month Vesting Date”) provided that the Director maintains a
position on the Board as of the Nine Month Vesting Date; 

•        an additional _____
shares of the Company’s common stock shall vest twelve (12) months from the date
hereof (the “Twelve Month Vesting Date”) provided that the Director maintains a
position on the Board as of the Twelve Month Vesting Date; 

                       
(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. However, all reimbursements must be approved in advance by the
Company. 

           
5.        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) one (1) year from the date hereof, subject to a one (1) year renewal term
upon re-election by a majority of the shareholders of the Company; 

                       
(b) the death of the Director ("Death"); 

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

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

                       
(e) 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 

                       
(f) the resignation by the Director from the Board if the Board or the Chief
Executive Officer of his current employer requires the Director to resign and
such resignation is not a Fiduciary Resignation. 

           
6.        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.


           
7.        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 and thereafter, 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. Upon termination of the Directorship Term, the Director
will promptly return to the Company all property, keys, notes, memoranda,
writings, lists, files, reports, customer lists, correspondence, tapes, disks,
cards, surveys, maps, logs, machines, technical data or any other tangible
product or document which has been produced by, received by or otherwise
submitted to the Director in the course or otherwise as a result of the
Director's position with the Company during or prior to the Directorship Term,
provided that, the Company shall retain such materials and make them available
to the Director if requested by him in connection with any litigation against
the Director under circumstances in which (i) the Director demonstrates to the
reasonable satisfaction of the Company that the materials are necessary to his
defense in the litigation, and (ii) the confidentiality of the materials is
preserved to the reasonable satisfaction of the Company. 




                       
(b) Non-Solicitation. During the Directorship Term and for a period of three (3)
years thereafter, 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. 

                       
(c) Remedies. The Director agrees that any breach of the terms of this Section 7
would result in irreparable injury and damage to the Company for which the
Company would have no adequate remedy at law; the Director therefore also agrees
that in the event of said breach or any threat of breach, the Company shall be
entitled to an immediate injunction and restraining order to prevent such breach
and/or threatened breach and/or continued breach by the Director and/or any and
all entities acting for and/or with the Director, without having to prove
damages, in addition to any other remedies to which the Company may be entitled
at law or in equity. The terms of this paragraph shall not prevent the Company
from pursuing any other available remedies for any breach or threatened breach
hereof, including but not limited to the recovery of damages from the Director.
The Director acknowledges that the Company would not have entered into this
Agreement had the Director not agreed to the provisions of this Section 7. 

                       
The provisions of this Section 7 shall survive any termination of the
Directorship Term, and the existence of any claim or cause of action by the
Director against the Company, whether predicated on this Agreement or otherwise,
shall not constitute a defense to the enforcement by the Company of the
covenants and agreements of this Section 7. 

           
8.        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. 

           
9.        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. 




           
10.      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: 

China Advanced Construction Materials
Group, Inc. 
Yingu Plaza, 9 Beisihuanxi Road, Suite 1708
Haidian District,
Beijing 100080 PRC


 

If to the Director: 

           
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 10. 

           
11.      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. 

           
12.      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. 

           
13.      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. 

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




           
15. 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. 

           
16. 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. 

           
17. 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.


           
18. 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. 

(remainder of this page intentionally left 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.

CHINA ADVANCED CONSTRUCTION MATERIALS GROUP, INC. 

 

By: ______________________________________
Name: 
Title:


 

DIRECTOR 

 

_________________________________________
Name: