Nutrastar International Inc.: Exhibit 10.1 - Filed by newsfilecorp.com






Exhibit 10.1 

NUTRASTAR INTERNATIONAL INC. 
INDEPENDENT
DIRECTOR’S CONTRACT

THIS AGREEMENT (this “Agreement”) is made as of December
22, 2015 and is by and between Nutrastar International Inc., a Nevada
corporation (hereinafter referred to as the “Company”) and David Chong
(hereinafter referred to as the “Director”). 

BACKGROUND 

The Board of Directors of the Company desires to appoint the
Director to the Board of Directors of the Company and to have the Director
perform the duties of an independent director and the Director desires to be so
appointed for such position and to perform the duties required of such position
in accordance with the terms and conditions of this Agreement. 

AGREEMENT 

In consideration for the above recited promises and the mutual
promises contained herein, the adequacy and sufficiency of which are hereby
acknowledged, the Company and the Director hereby agree as follows: 

1.     DUTIES. The Company
requires that the Director be available to perform the duties of an independent
director customarily related to this function as may be determined and assigned
by the Board of Directors of the Company and as may be required by the Company’s
constituent instruments, including its articles of incorporation, bylaws and its
corporate governance and board committee charters, each as amended or modified
from time to time, and by applicable law, including the Nevada General
Corporation Law. The Director agrees to devote as much time as is necessary to
perform completely the duties as the Director of the Company, including duties
as a member of board committees as the Director may hereafter be appointed to.
The Director will perform such duties described herein in accordance with the
general fiduciary duty of directors arising under the Nevada General Corporation
Law and Chapter 78 of the Nevada Revised Statutes. 

2.     TERM. The term of this
Agreement shall commence as of the date of the Director’s appointment by the
Board of Directors of the Company (in the event the Director is appointed to
fill a vacancy) or the date of the Director’s election by the stockholders of
the Company and shall continue until the Director’s removal or resignation.

3.     COMPENSATION. The
Company will pay the Director a director’s fee in the form of equity
compensation. The Director will be granted 40,000 restricted shares of common
stock of the Company (the “Restricted Shares”). The Restricted Shares
shall vest in equal installments on a semi-annual basis over a two-year period.
The Restricted Shares grant shall be evidenced by a restricted stock agreement
(the “Restricted Stock Agreement”) and the Restricted Shares will be
subject to the terms and conditions of such Restricted Stock Agreement.




4.     EXPENSES. In addition
to the compensation provided in paragraph 3 hereof, the Company will reimburse
the Director for pre-approved reasonable business related expenses incurred in
good faith in the performance of the Director’s duties for the Company. Such
payments shall be made by the Company upon submission by the Director of a
signed statement itemizing the expenses incurred. Such statement shall be
accompanied by sufficient documentary matter to support the expenditures. 

5.     CONFIDENTIALITY. The
Company and the Director each acknowledge that, in order for the intents and
purposes of this Agreement to be accomplished, the Director shall necessarily be
obtaining access to certain confidential information concerning the Company and
its affairs, including, but not limited to business methods, information
systems, financial data and strategic plans which are unique assets of the
Company (“Confidential Information”). The Director covenants not to,
either directly or indirectly, in any manner, utilize or disclose to any person,
firm, corporation, association or other entity any Confidential Information.


6.     NON-COMPETE. During
the term of this Agreement and for a period of six (6) months following the
Director’s removal or resignation from the Board of Directors of the Company or
any of its subsidiaries or affiliates (the “Restricted Period”), the
Director shall not, directly or indirectly, (i) in any manner whatsoever engage
in any capacity with any business competitive with the Company’s current lines
of business or any business then engaged in by the Company, any of its
subsidiaries or any of its affiliates (the “Company’s Business”) for the
Director’s own benefit or for the benefit of any person or entity other than the
Company or any subsidiary or affiliate; or (ii) have any interest as owner, sole
proprietor, stockholder, partner, lender, director, officer, manager, employee,
consultant, agent or otherwise in any business competitive with the Company’s
Business; provided, however, that the Director may hold, directly
or indirectly, solely as an investment, not more than one percent (1%) of the
outstanding securities of any person or entity which is listed on any national
securities exchange or regularly traded in the over-the-counter market
notwithstanding the fact that such person or entity is engaged in a business
competitive with the Company’s Business. In addition, during the Restricted
Period, the Director shall not develop any property for use in the Company’s
Business on behalf of any person or entity other than the Company, its
subsidiaries and affiliates. 

7.     TERMINATION. With or
without cause, the Company and the Director may each terminate this Agreement at
any time upon ten (10) days written notice, and the Company shall be obligated
to pay to the Director the compensation and expenses due up to the date of the
termination. Nothing contained herein or omitted here from shall prevent the
stockholder(s) of the Company from removing the Director with immediate effect
at any time for any reason. 

8.     INDEMNIFICATION. The
Company shall indemnify, defend and hold harmless the Director, to the full
extent allowed by the law of the State of Nevada, and as provided by, or granted
pursuant to, any charter provision, bylaw provision, agreement (including,
without limitation, the Indemnification Agreement executed herewith), vote of
stockholders or disinterested directors or otherwise, both as to action in the
Director’s official capacity and as to action in another capacity while holding
such office. The Company and the Director are executing the Indemnification
Agreement in the form attached hereto as Exhibit A. 

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9.     EFFECT OF WAIVER. The
waiver by either party of the breach of any provision of this Agreement shall
not operate as or be construed as a waiver of any subsequent breach thereof.


10.    NOTICE. Any and all notices
referred to herein shall be sufficient if furnished in writing at the addresses
specified on the signature page hereto or, if to the Company, to the Company’s
address as specified in filings made by the Company with the U.S. Securities and
Exchange Commission and if by fax to 86-451-82287746. 

11.    GOVERNING LAW. This
Agreement shall be interpreted in accordance with, and the rights of the parties
hereto shall be determined by, the laws of the State of Nevada without reference
to that state’s conflicts of laws principles. 

12.    ASSIGNMENT. The rights and
benefits of the Company under this Agreement shall be transferable, and all the
covenants and agreements hereunder shall inure to the benefit of, and be
enforceable by or against, its successors and assigns. The duties and
obligations of the Director under this Agreement are personal and therefore the
Director may not assign any right or duty under this Agreement without the prior
written consent of the Company. 

13.    MISCELLANEOUS. If any
provision of this Agreement shall be declared invalid or illegal, for any reason
whatsoever, then, notwithstanding such invalidity or illegality, the remaining
terms and provisions of this Agreement shall remain in full force and effect in
the same manner as if the invalid or illegal provision had not been contained
herein. 

14.    ARTICLE HEADINGS. The
article headings contained in this Agreement are for reference purposes only and
shall not affect in any way the meaning or interpretation of this Agreement.


15.    COUNTERPARTS. This
Agreement may be executed in any number of counterparts, all of which taken
together shall constitute one instrument. Facsimile execution and delivery of
this Agreement is legal, valid and binding for all purposes. 

16.    ENTIRE AGREEMENT. Except as
provided elsewhere herein, this Agreement sets forth the entire agreement of the
parties with respect to its subject matter and supersedes all prior agreements,
promises, covenants, arrangements, communications, representations or
warranties, whether oral or written, by any officer, employee or representative
of any party to this Agreement with respect to such subject matter. 

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties hereto have caused this
Independent Director’s Contract to be duly executed and signed as of the day and
year first above written. 

NUTRASTAR INTERNATIONAL INC.


	BY: 	/s/
      Robert Tick 
	  	Name: Robert Tick 
	  	Title: Chief Financial Officer




INDEPENDENT DIRECTOR 


	BY: 	/s/
      David Chong 
	  	Name: David Chong