FAUCET WORKS, INC.
Ba, Hua Ting, Yiyang
3-401, Block 1, Xin Jie Kou Xi Li San Qu, Xi Cheng District, Beijing,
Faucet Works Board of Directors
Faucet Works, Inc., a Delaware corporation (the “Company”), is pleased to advise
you that you have been elected as a director of the Company, subject to your
acceptance and agreement to serve as a member of the our Board of Directors
“Board”). Directors are elected for a period of one year and until their
successors are elected and qualified. At each annual meeting of stockholders,
elect directors to serve for the following year. The Board is responsible for
managing our business and affairs.
Agreement shall set forth the terms of your service as a director, keeping
mind that, as a director of a Delaware corporation, you have the
responsibilities of a director under the Delaware General Corporation
Board and Committee Service.
hereby accept your election as a director of the Company. You agree to serve
a member of the compensation and audit committees and as chairman of the
compensation committee. You confirm to us that you are an independent director
as defined in the Nasdaq rules and regulations.
will have four regular meetings each year, at least one of which may be held
the People’s Republic of China. Special meetings may be called from time to time
to the extent that they are deemed necessary. In addition, the independent
directors may have separate meetings, which may be held on the same day as
committee will have four regular meetings, one to review the financial
statements for each of the first three fiscal quarters and a fourth to review
the audited financial statements for the fiscal year. At these meetings, the
audit committee will meet with representatives of our independent registered
accounting firm (the “auditors”) and, if the audit committee deems necessary or
desirable, the chief financial officer, to review the financial statements
together with any questions raised by the auditors in their review of our
disclosure and internal controls. The audit committee will also work with the
auditors in connection with the implementation of internal controls. It is
possible that additional meeting of the audit committee may be
compensation committee is responsible for administering any stock option of
other equity-based incentive plans and for determining the compensation of
chief executive officer and other executive officers. We expect that the
compensation committee will meet twice a year.
the charters for the compensation and audit committees and our code of ethics
have previously been provided to you.
Meetings for each year shall be scheduled at the beginning of the year and
be reasonably acceptable to all directors, and any changes shall be reasonably
acceptable to all directors. If you are unable to attend a meeting in person,
you may participate by conference call. In addition, you shall be available
consult with the other members of the Board as necessary via telephone,
electronic mail or other forms of correspondence. We anticipate that your
participation by means other than personal attendance, including review of
financial statements and annual and quarterly reports, as described herein
be, on the average during the year, not more than ten hours per
we recognize that you may serve as a director of other companies, you understand
and agree that you are and will be subject to our policy that restricts you
using or disclosing any material non-public information concerning our company
or from using or disclosing any of our trade secrets or other proprietary
information. Similarly, you 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. You agree to execute our standard
understand that we have a policy pursuant to which no officer, director or
executive may not engage in transactions in our stock during the period
commencing two weeks prior to the end of a fiscal quarter and ending the day
after the financial information for the quarter and year have been publicly
released. As a member of the audit committee, if you have information concerning
our financial results at any time, you may not engage in transactions in our
securities until the information is publicly disclosed
independent director and member of the compensation committees and chairman
the compensation committee, you will receive the following
fee of $15,000, payable quarterly.
addition, you shall receive a non-qualified stock option to purchase such number
of shares of common stock as has a value of $10,000 based on the market price
the date of your election.
for Subsequent Years.
compensation for subsequent years shall be determined by the Board or the
compensation committee, provided that the compensation for any year shall not
less than the compensation for the immediately prior year.
will be reimbursed for all reasonable expenses incurred in connection with
performance of your services as a director and committee member and/or chairman,
including your travel, lodging and related expenses. If the Board or any
committee has more than one meeting in China, you may attend that meeting by
conference call unless you are otherwise in China.
and Directors’ Liability Insurance.
presently have officers’ and directors’ liability insurance in the amount of $1
million, and we will maintain such insurance in not less than that amount.
understand that, as a director, you will be an independent contractor and not
employee, and, unless the Board expressly grants you such authorization, you
shall have no authority to bind us or to act as our agent.
Agreement; Amendment; Waiver.
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. This Agreement may be modified or amended,
and no provision of this Agreement may be waived, except by a writing that
expressly refers to this Agreements, states that it is an amendment,
modification or waiver and is signed by both parties, in the case of an
amendment or modification or the party granting the waiver in the case of a
waiver. Waiver of any term or condition of this Agreement by any party shall
be construed as a waiver of any subsequent breach or failure of the same term
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
any provision of this Agreement shall not affect the right of any such party
require future performance of such provision or any other provision of this
Agreement has been executed and delivered by the undersigned and is made
effective as of the date set first set forth above.
FAUCET WORKS, INC.