Golden Elephant Glass Technology, Inc. - Exhibit 10.1 - Prepared By TNT
Filings Inc.








Exhibit 10.1 

GOLDEN ELEPHANT GLASS TECHNOLOGY, INC. 

INDEPENDENT DIRECTOR’S CONTRACT 


THIS INDEPENDENT DIRECTOR’S CONTRACT (the "Agreement") is
made as of the 24th day of February, 2009 and is by and between Golden Elephant
Glass Technology, Inc., a Nevada corporation (hereinafter referred to as the
"Company"), and Fuyi Zhao (hereinafter referred to as the "Director"). 


BACKGROUND 

The Board of Directors of the Company desires to appoint the
Director to fill an existing vacancy 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 Revised Statutes. 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 the Audit Committee and such other 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 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 of RMB 20,000 per annum,
payable in equal quarterly installments. This fee represents a retainer for
services rendered as a member of the Company’s Board of Directors, and is in
addition to any fees to which the Director may be entitled under guidelines and
rules established by the Company from time to time for compensating non-employee
directors for serving on, and attending meetings of, committees of its Board of
Directors and the board of directors of its subsidiaries. 


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 twelve (12) 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, (a) 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 (b) 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 herefrom 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. 


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. 


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. 


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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. 


  	
      GOLDEN ELEPHANT GLASS TECHNOLOGY, INC. 

      
      BY: /s/ Lihui Song             
      

      Name: Lihui Song 

      Title: President and Chief Executive Officer 

      
      INDEPENDENT DIRECTOR 

      
      /s/ Fuyi Zhao                   
      

      Name: Fuyi Zhao 

      Address: 

      No. 9
      Wenyi Road 

      Shenhe District 

      Shenyang, Liaoning 

      People’s Republic of China 

      
       






 


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EXHIBIT A 

Form of Indemnification Agreement 

(See Attached) 

 

 



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