China TransInfo Technology Corp.: Exhibit 10.1 - Filed by newsfilecorp.com






Exhibit 10.1 

CHINA TRANSINFO TECHNOLOGY CORP. 
INDEPENDENT DIRECTOR’S
CONTRACT 

THIS AGREEMENT (this “Agreement”) is made as of the 13th
day of December, 2011 and is by and between China TransInfo Technology Corp., a
Nevada corporation (hereinafter referred to as the “Company”) and Walter
Teh Ming Kwauk (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 certificate or 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 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
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 of RMB190,080 (approximately US$30,000) per annum,
payable in equal monthly 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. In addition to the
foregoing, the Director will be granted nonstatutory stock options for the purchase of 30,000 shares of
common stock (the “Shares”). The option’s exercise price will be equal to
the value determined by the Company on the date of grant. The options shall vest
in equal installments on a quarterly basis over a three-year period. The stock
option grant shall be evidenced by a stock option agreement (the “Stock
Option Agreement”) and the stock options will be subject to the terms and
conditions of such Stock Option 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 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, (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 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 and if by fax to 86-10- 51691666 

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]






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. 

	 	CHINA TRANSINFO TECHNOLOGY CORP.
  
	 	  	  
	 	BY: 	/s/ Shudong
      Xia                                 
       
	 	  	Name: Shudong Xia 
	 	  	Title: CEO and President 
	 	  	  
	 	  	  
	 	INDEPENDENT DIRECTOR 
	 	  	  
	 	BY:  	/s/ Walter Teh Ming
      Kwauk              
       
	 	  	Name: Walter Teh Ming
    Kwauk