Exhibit 10.1


 





		
         

        Ever-Glory Commercial Center,

        509 Chengxin Road, Jiangning 

Development Zone,

        Nanjing, Jiangsu Province,

        Peoples Republic of China

        Tel: 86-25-52096875



 





 


September 24, 2014


 





Via Electronic Mail


 


Mr. Jianhua Wang


Address: 16th Floor, Yinghe Tower, West QianJin
Road, Kunshan City, Jiangsu, China


Tel: 0512-57508690


 


Re:        Board
of Directors – Offer Letter


 


Dear Mr. Wang:


 


Ever-Glory International
Group, Inc., a Florida corporation (the “Company”), is pleased to offer you a director position on its Board of Directors
(the “Board”).


 


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


 


1.         Term.
This Agreement shall be for one (1) year, commencing on September 24, 2014 (the “Effective Date”). Your term as director
shall continue 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
unless otherwise revised on such terms as mutually agreed to by you and the Company.


 


2.        Services.
You shall render services in the area of overseeing the Company’s property, affairs and business (hereinafter the “Duties”).
Every year, the Board shall hold such number meetings at such times and locations as determined by the Chairman of the Board, and
participate in the meetings via teleconference, video conference or in person. Upon the reasonable request of the Chairman, you
agree to attend one or more board meetings in person (each, an “Attended Meeting”). You shall consult with the other
members of the Board as necessary via telephone, electronic mail or other forms of correspondence. In addition, you agree to be
appointed to certain special committees of the Board, initially consisting of the Audit Committees, Compensation Committees and
Nominating and the Corporate Governance Committee, and participate as necessary, in person or via teleconference or video conference
in the meetings of those special committees.


 


3.        Services for
Others. You will 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.


 





Board of Directors Offer Letter







 






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4.        Compensation.
In consideration for your services as a member of the Board, the Company agrees to pay you a total annual compensation of
$5,000 (the “Annual Compensation”) for your below services:


 


Audit Committee
Member        


Compensation
Committee Member


Nominating and
the Corporate Governance Committee Member


Nominating and
the Corporate Governance Committee Chairman        


 


The
Annual Compensation shall be paid to you in such number of shares of the Company’s restricted common stock having the aggregate
value equal to the Annual Compensation, as determined by the average per share closing prices of the Company’s common stock
as quoted on the OTC Bulletin Board or a national exchange, as applicable, for the five trading days leading up to and including
the last trading date of the quarter following which the shares are to be issued (i.e. when the shares are issued within 30 days
following the end of the second quarter and the fourth quarter.) of the year for which compensation is being paid. The restricted
shares of the Company’s common stock described in this Section 4 are collectively referred to as the “Shares”.
Compensation, in the form of shares, shall be issued and paid semi-annually, within 30 days following the end of the second and
the fourth quarter (beginning with the fourth quarter of 2014), of each calendar year. In addition, the Annual Compensation will
be pro rated daily (based on a 360 day year) for any portion of the year during which you serve as a director. 


 


If the Chairman of the
Board requests your presence at an Attended Meeting, the Company agrees to reimburse all of your travel and other reasonable expenses
relating to the Attended Meeting. In addition, the Company agrees to reimburse you for reasonable expenses that you incur in connection
with the performance of your duties as a director of the Company.


 


Your compensation as a
director and for service on committees in any future periods is subject to the determination of the Board of Directors, and may
differ in future periods should you continue to serve on the board.


 


5.         Indemnification.
The Company agrees that it shall indemnify you if you become a party to any proceeding or is threatened to be made a party
to any pending action, suit or proceeding, by reason of the fact that you are a director of the Company, against liability incurred
in connection with such proceeding, including any appeal thereof, if you acted in good faith and in a manner you reasonably believed
to be in, or not opposed to, the best interest of the Company, and with respect to any criminal action or proceeding, had no reasonable
cause to believe your conduct was unlawful. The Company's indemnification of directors is set forth in Article V of the Company's
Amended and Restated Bylaws, which shall be incorporated in full in this letter.


 


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.


 





Board of Directors Offer Letter







 






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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 or upon
termination of this agreement.


 


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 his 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.


 





Board of Directors Offer Letter







 






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8.        Certain Representations.
You represent and agree that you are accepting the Shares for your own account and not with a view to or for sale in connection
with any distribution thereof. You understand that the Shares will be subjected to the restrictions in the Company’s Articles
of Incorporation and Bylaws and will not be freely transferable. You further represent that you are an “accredited”
investor as this term is defined in the Securities Act, and that by reason of your business or financial experience, you have the
capacity to protect your own interest in connection with receiving the Shares as compensation. You further represent that you were
not solicited by publication of any advertisement in connection with the receipt of the Shares and that you have consulted tax
counsel as needed regarding the Shares.


 


9.        Independent Contractor.
In performing your services on the Board, you will be an independent contractor and not an employee of the Company. Except
as set forth in this Agreement, you will not be entitled to any additional compensation or participate in any benefit plans of
the Company in connection with your services on the Board. You may not bind the Company or act as a principal or agent thereof.


 


10.      Entire Agreement;
Amendment; Waiver. 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 this Agreement.


 


The Agreement has been
executed and delivered by the undersigned and is made effective as of the date set forth above.


 





	 	Sincerely,
	 	 
	 	EVER-GLORY INTERNATIONAL GROUP, INC.
	 	 	 
		By:  	/s/  Yihua Kang
	 	Edward Yihua Kang
	 	Chief Executive Officer



 





	AGREED AND ACCEPTED:	 
	 	 
	/s/ Jianhua Wang	 
	Jianhua Wang	 













 





Board of Directors Offer Letter







 


 


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