Attached files
| file | filename |
|---|---|
| 8-K - Ever-Glory International Group, Inc. | v180345_8k.htm |
| EX-99.1 - Ever-Glory International Group, Inc. | v180345_ex99-1.htm |
100 N.
Barranca Ave. #810
West
Covina, California 91791
Tel:
(626) 839-6638
April ,
2010
Via
Electronic Mail
Gerry
Goldberg
Address:
19 Peter Andrew Crescent
Thornhill, Ontario L4J3E2
Canada
Tel: (416)460-3000
|
Re:
|
Board of Directors –
Offer Letter
|
Dear Mr.
Goldberg:
Ever-Glory
International Group, Inc., a Florida corporation (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 effective from the later of a) April 1 2010 and b) the next
day after the Company’s filing of its Form 10-K Annual Report for fiscal
year ended on December 31, 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.
The total number of formal Committee meetings the Company requests for
your participation will not be more than seven times per 12 months
starting from the effective date of the agreement. You are entitled
to an extra compensation of $500 for each additional formal Committee
meeting you participate at the Chairman’s request.
3. Services
for Others. While
we recognize that you do serve as a director of other companies and that
you are a partner in a registered public accounting firm that represents and
audits other companies, you understand and agree that you are and will be
subject to our policy that restricts you from disclosing any material non public
information concerning our company or from using or disclosing any of our trade
secrets or other proprietary information. Similarly, we both agree that you will
not use or disclose, in the performance of your duties as a director, any trade
secrets or proprietary information of any other company.
4. Compensation. In consideration
for your services as a member of the Board, the Company agrees to pay you an
total annual compensation of $34,000 (the “Annual Compensation”) for your below
services:
Audit
Committee Member
Compensation
Committee Member
Audit
Committee Chairman
Audit
Committee Financial Expert
In addition to the Annual Compensation,
the Company will pay you an extra compensation of $500 for each additional
formal Committee meeting you participate at the Chairman’s request.The Annual
Compensation shall be paid to you in cash of $24,000 and in such number of
shares of the Company’s restricted common stock having the aggregate value equal
to $10,000, as determined by the average per share closing prices of the
Company’s common stock as quoted on the OTC Bulletin Board or a national
exchange, as applicable, for the five trading days leading up to and including
the last trading date of the quarter following which the shares are to be issued
(i.e. when the shares are issued within 30 days following the end of the second
quarter and the fourth quarter.) of the year for which compensation is being
paid. Compensation, in the form of shares, shall be issued and paid
semi-annually, within 30 days following the end of the second and the fourth
quarter (beginning with the second quarter of 2010), of each calendar year.
Compensation, in the form of cash，shall be paid quarterly, within 30 days
following the end of each quarter (beginning with the second quarter of 2010),
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
upon execution of this Agreement, Directors and Officers Liability Insurance
with terms of at least $3,000,000 coverage, 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.
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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.
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8. Certain
Representations. You represent and
agree that you are accepting the Shares for your own account and not with a view
to or for sale in connection with any distribution thereof. You
understand that the Shares will be subjected to the restrictions in the
Company’s Articles of Incorporation and Bylaws and will not be freely
transferable. You further represent that you are an “accredited”
investor as this term is defined in the Securities Act, and that by reason of
your business or financial experience, you have the capacity to protect your own
interest in connection with receiving the Shares as compensation. You
further represent that you were not solicited by publication of any
advertisement in connection with the receipt of the Shares and that you have
consulted tax counsel as needed regarding the Shares.
9. 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.
10. 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 forth above.
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Sincerely,
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EVER-GLORY
INTERNATIONAL GROUP, INC.
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By:
|
 |
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|
Guo Yan |
| Chief Financial Officer |
AGREED
AND ACCEPTED:
 |
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Gerry
Goldberg
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