Attached files
file | filename |
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8-K - Infosmart Group, Inc. | v170336_8k.htm |
EX-10.2 - Infosmart Group, Inc. | v170336_ex10-2.htm |
EX-10.4 - Infosmart Group, Inc. | v170336_ex10-4.htm |
EX-10.3 - Infosmart Group, Inc. | v170336_ex10-3.htm |
EX-10.1 - Infosmart Group, Inc. | v170336_ex10-1.htm |
EX-10.6 - Infosmart Group, Inc. | v170336_ex10-6.htm |
Infosmart
Group, Inc.
December
1, 2009
Via
Electronic Mail
FAN CHUN
WANG
Flat
E,17th
Floor, EGL Tower,
83 Hung
To Road,
Kwun
Tong,
Kowloon
Re: Board of Directors - Offer
Letter
Dear Mr.
Fan Chun Wang :
Infosmart
Group, Inc. (the “Company”), is pleased to offer you a director position on its
Board of Directors (the “Board”). The Board’s purpose is to oversee or direct
the property, affairs and business of the Company.
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
the ensuing year, commencing on December 1, 2009 (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 or directing the Company’s property, affairs and business
(hereinafter your “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 and
Compensation Committees, 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.
4.
Compensation. In consideration for your
service as a member of the Board, the Company agrees to pay you the following
annual compensation (the “Annual Compensation”) for 2009:
Service Description
|
Amount (in U.S.
dollars)
|
|||
Base
Compensation
|
$ | 30,769.20 | ||
Audit
Committee Member
|
- | |||
Compensation
Committee Member
|
- | |||
Audit
Committee Chairman
|
- | |||
Audit
Committee Financial Expert
|
- | |||
Total:
|
$ | - |
The
Annual Compensation shall be paid to you in cash paid monthly, within 10 days
following the end of each month (beginning with the end of the first full month
of the Effective Date) 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 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.
D&O
Insurance Policy. The Company agrees to obtain, within a reasonable time,
Directors and Officers Liability Insurance from an internationally recognized
underwriter with terms of coverage appropriate for a company of our size and
nature, which shall be maintained throughout the term of this
Agreement.
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.
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.
8.
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.
9.
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 first set forth above.
Sincerely,
|
||
INFOSMART
GROUP, INC.
|
||
By:
|
/s/
Parker Seto
|
|
Parker
Seto
|
||
Chief
Executive Officer
|
AGREED
AND ACCEPTED:
/s/ FAN CHUN
WANG
FAN CHUN
WANG