Attached files
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| 8-K - CHINA DIGITAL ANIMATION DEVELOPMENT, INC. FORM 8-K APRIL 13, 2010 - China Digital Animation Development, Inc. | chda8k20100413.htm |
John
McFadden
SERVICE
AGREEMENT
This
Service Agreement (“Agreement”) is entered into as of April 13th,
2010 (“Effective Date”) between China Digital Animation Development Inc., whose
principal offices are located at 15 W 39th
Street, 14th Floor New York, NY 10018 (hereinafter referred to as the
“Company”), and John J. McFadden, having an address at 310 Prospect Ave. Apt 408
Hackensack, NJ 07601 (hereinafter referred to as the “Director”), to provide the
terms under which the Director shall perform his functions as an elected
independent member of the Board of Directors of the Company during
his respective terms.
WHEREAS,
the Company’s business consists of the development of digital animation design
and production, network integrations, and financial information delivery systems
(the “Business”) and the Company is a public company subject to the securities
laws and rules and other applicable laws and rules of the United
States.
WHEREAS,
the Company recognizes the unique qualifications and contributions of the
Director and desires to secure the services of the Director on the terms and
conditions set forth herein; and
WHEREAS,
the Independent Director is prepared to commit to such services in return for
specific arrangements, compensation and other benefits on the terms and
conditions set forth herein.
NOW
THEREFORE, in consideration of the foregoing premises and the mutual covenants
and agreements herein contained, the Company and the Director do hereby agree as
follows:
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1.
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DUTIES
OF THE INDEPENDENT DIRECTOR:
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The
Director shall carry out his duty as an independent director to the
Company and shall make himself available to perform such functions in
keeping with all the applicable laws, rules, and regulations of the United
States of America, including, not limited to, the applicable securities
laws and the laws of the State of
Delaware.
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The
Director hereby agrees faithfully to render the service expected of an
independent director and to promote the interests of the Company to the
best of his ability and keep his duty of care, confidentiality and
loyalty, among other duties. The Director further agrees to devote the
necessary time, attention, skill, and best efforts to the performance of
his duties under this
agreement.
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The
Director shall not self-deal or do anything harmful to the interest of the
Company or its shareholders and shall not engage in any insider trading or
similar activities.
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The
Director shall maintain his standing and capacity as an “independent
director” under the rules of the Securities and Exchange Commission and
the rules and regulations of relevant stock exchanges, and shall not
engage in any employment or service with the Company or otherwise that may
impair such standing.
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The
Director shall serve on committees as determined by the Board in his
capacity as an independent
director.
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2.
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COMPENSATION
AND EXPENSES
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During
his term as a Director until the end of his function as a Director:
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2.1
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The
Company agrees to issue to the Director, for services as such and for
services as the chairperson of the audit committee, an annual retainer
(“the Retainer”) consisting of 10,000 restricted Shares plus $1,000 per
director’s meeting, and $2,000 per month ($24,000 annual). The Shares
included in the Retainer shall be valued at the closing price for the ten
trading days prior to the Effective Date of this Agreement, and prior to
each anniversary of the Effective
Date.
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2.2
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The
Company shall promptly pay or reimburse the Director for all reasonable
expenses actually and properly (in accordance with the Company’s policy)
incurred or paid by him in connection with the performance of his services
under the Agreement (including, without limitation, travel expenses) upon
presentation of expense statements or vouchers or such other supporting
documentation in such form and containing such information as the Company
may from time to time require. Any expense above $500 shall be
pre-approved by the Company.
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3.
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INDEMNIFICATION
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The
Company shall indemnify the Director to the full extent permitted by the General
Corporation Law of the State of Delaware.
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4.
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MISCELLANEOUS
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This
Agreement expresses the entire understanding and agreement of the parties
and supersedes any and all prior agreements and understandings, whether
written or oral, relating in any way to the subject
matter of this Agreement. This Agreement cannot be modified, amended, or
supplemented except by a written instrument or instruments executed by
each of the parties
hereto.
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This
Agreement shall have a term during the period director serves as an
director of the Company until such time that he is removed by the board of
directors by a majority vote or not elected by the next shareholder
meeting, whichever comes earlier.
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This
Agreement shall be governed by and construed under the laws of the State
of Delaware. If any provision of this Agreement shall be invalid or
unenforceable, this Agreement shall be deemed amended but only to the
extent required to make it valid and enforceable, and this Agreement as
thereby amended shall remain in full force and
effect.
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Arbitration
is the only and exclusive remedy to the parties for any dispute arising
from this agreement. The Parties hereby expressly waive the right to any
jury or non-jury trial and hereby expressly submit to the exclusive
jurisdiction of an arbitration tribunal under the auspices of the American
Association in the City of New York with such tribunal composed of three
arbitrators of which one is selected by each party and the third one
selected by the two arbitrators already selected respectively by the
parties. The award of the tribunal shall be exclusive, binding, final and
enforceable against the parties. In any arbitration arising out of this
Agreement, the prevailing party shall be entitled to request, and receive
an amount as and for the reasonable counsel fees and expenses incurred by
the prevailing party in connection with such action, proceeding, or
arbitration.
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IN
WITNESS WHEREOF, the Company and the Director have executed this
Agreement
as of the day and year first above written.
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Signed:
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Signed:
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/s/ John
McFadden
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/s/ Qiang
Fu
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Name
in Print: John J. McFadden
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Name
in Print: Qiang Fu
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Title:
Independent Director
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Title:
Chairman
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