EXHIBIT 10.1
TECHNOLOGY AGREEMENT ON EMPLOYMENT WITH PAYMENT
In witness whereof, Xxxxx Tzu Hsia, the Party of the payer, who is the charger
of Nano Supperlattice Technology Inc. (Party A hereinafter), and Xxxxx Xx-Xxxxx
(Party B hereinafter), come to this agreement on basis of Party A will employ
Party B to fulfill the assigned work by the return of payment, while Party B
agrees with the same in the following conditions:
Provision I: Work scope:
Party B agrees to be engaged as the Chief Technology Officer, conducting
the basic technologies such as research and development, coated PVD process
and production to order (POD), as well as the application of basic
technologies such as attachments, which also form part of this Agreement,
binding on both Parties.
Party B noted in the above also takes the positions of vice General Manager
and Director of the company of Party A, being the formal employee to Party
A and being entitled to the welfare actions of the same.
Provision II: Remuneration:
Party B agrees to employ Party B with payment to fulfill the assigned work
such as manufacturing, design or research and development as indicated in
the previous provision. In return, the remuneration will be given as the
following:
Party A agrees to assign 35% of the shares of Party A's company to Party B,
where the price is calculated as 10 NT dollars per share, totaling to
NT$59,500,000.
The due date is when Party B has fulfilled the assigned work and obtained
approval from Party B, who will pay from time to time, while the banking
charges and taxes for which are on the account of Party A.
Provision III: Term of work:
Work content indicated in Provision I shall be fulfilled according to the
scheduled progress from the effective date of the Agreement till December
31, 2009. In case the employee could not finish it by the designated date
and has to delay in the continuous fulfillment due to proper reason, for
which he shall ask for a written consent from Party A, but the postponement
from time to time is limited to one month. If the delay is subject to no
proper excuse, Party A will terminate this Agreement at his sole discretion
without paying anything.
The work progress will be otherwise agreed in writing by the Parties, which
will form part of the Agreement, binding on both.
Provision IV: Party B shall formally perform the work from November 31, 2004. In
case of delay, he shall pay Party A the compensation NT$3000 per day until
he formally engages in the work.
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Provision V: Working circumstance: The working circumstance and equipment for
Party A shall be furnished completely by Party A.
Working hours: from 8:00 to 17:00 from Monday to Friday, which can be
adjusted consequently as Party A adjusts the same for his employees from
the effective date of this Agreement.
Provision VI: Paying level:
The base salary is NT$50000, additional NT$30000 for the manager, with
extra and bonus NT$20000, totaling NT$100000. Upon this Agreement taking
effect, the adjustment of the paying level for Party B and the payment of
annual bonus, performance bonus, business travel expenses shall conform to
Party A's operation regulations or the announcement by the same.
Provision VII: Party B agrees that within his career term, he shall not directly
or indirectly do anything or part-time job for himself or others or with
others which may conflict with the benefit of Party A. After the expiration
of such employment relationship with Party A, Party B shall not be involved
in or be employed in business that is the same or similar to that of Party
A, and shall not be employed as an advisor in the business he has
previously engaged in. In case Party A finds out him to be so, Party B
shall pay Party A NT$100 million as the penalty, and Party A can claim
damages resulted thereof.
Provision VIII: Acceptance of work:
The technique in the manufacturing, design or research and development of
Party B will be applied in production. When Party A accepts them, if he
finds such technique is not applicable or poor in quality, he may ask for
improvement which Party B shall complete within 20 days for re-acceptance.
If he cannot obtain acceptance, he is deemed as in breach of agreement,
from which Party A can terminate this Agreement and refuse payment. The
cost for such improvement is on the account of Party A.
Provision IX: Intellectual property:
Party A is entitled to the ownership, copyright, patent and other
intellectual property and derived rights from technique and product in the
manufacturing, design or research and development of Party B, who as the
employee shall not claim or defend any of such rights.
If Party A proposes to apply for registration or recording of copyright,
patent or other intellectual property, Party B shall assist with necessary
documents and support without condition.
Party A is entitled to the right of qualification and the patent if the
creation or innovation is achieved within the professional position to
which it is related. Party B is entitled to the right of qualification and
the patent if the creation or innovation is achieved in no relation with
the professional position. But if the creation or innovation is achieved by
means of the resource and experience of Party A, he is still entitled to
the right of qualification and the patent of the creation or innovation
after granting rational payment.
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Party A is fully entitled to the creation or innovation within the
professional position if they satisfy protective objectives in copyright,
business secrets or corporate arrangement. If such rights belong to Party
A, when he applies for registration or recording of copyright, patent or
other intellectual property in foreign countries, Party B shall assist with
necessary documents and support or signature of the same without condition
whether he remains in the position or not. Party B shall immediately advise
Party A about his creation and innovation whether he remains in the
position or not.
Provision X: Party B guarantees the development of the technique herein shall be
achieved by himself independently without conflict with other copyright or
intellectual property either domestic or overseas. In case of legal action,
Party B shall compensate the damage thereof. The employee shall warrant his
work (manufacturing, design or research and development) shall be achieved
independently, and also warrant he shall not plagiarize or damage any or
all of the intellectual property of others. However, if the employer incurs
a lawsuit, the employee shall compensate the losses thereof. If a third
party has proposed dissent or proceeds with a lawsuit with regard to the
creation or innovation hereunder, Party B shall assist with necessary
support, such as oral or written advice, court attendance, whether
remaining in the position or not, but for which the expenses are on the
account of Party A.
Provision XI: Party B shall be responsible for the confidentiality of the
business secrets he has acknowledged or possessed under this Agreement.
Party B shall sign an additional Confidentiality Agreement when this
Agreement is achieved, which form part of this Agreement, binding on both
parties.
Provision XII: The effective date of the Agreement is the date on which it is
countersigned.
Upon the Agreement taking effect, Party B shall inform in writing about his
creation, innovation, copyright or exclusive technology or of the joint
owner. If there exists a confidentiality agreement, no-competition
agreement and so on, he also shall acknowledge his obligation therein, as
well as provide the related original or copies of the related material.
Provision XIII: The privileges and responsibilities of Party B, except for those
specified under this Agreement, shall be applied with the provisions of
working rules or the announcement of Party A, which form part of the
Agreement, binding on both parties. For the outstanding provisions or what
is not detailed, the Labor Law or civil law or the related law will apply.
In case one Party breaches this Agreement, the other Party may terminate
the Agreement or seek compensation according to the working rules of Party
A and the associated laws. Upon the termination of the Agreement, all
technical material or articles of Party A which are possessed by Party B
shall be returned to the former without delay, and Party B shall not keep
any of the copies or transfer to of third party at his own discretion.
Party A may seek compensation against Party B if he suffers from damage
thereof.
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Provision XIV: In case any of the provisions are invalid or are not performable,
the remaining others are still in effect.
Provision XV: Party B shall not assign right or responsibilities under this
Agreement to the third party prior to written consent of Party A.
Provision XVI: With regard to any dispute hereunder, both parties agree to
negotiate by the guideline of faith and good will; if for which no
agreement is achieved, the parties agree that the local court of Taoyuan,
Taiwan will be the first court in jurisdiction.
Provision XVII: The Agreement is made in duplicate, each principle holds one
original. In witness whereof both parties have carefully read it and signed
it at free will. For outstanding matters, complementary agreement will be
attached.
PARTIES
PARTY A: NANO SUPERLATTICE TECHNOLOGY DEVELOPMENT INC.
Legal Person: Xxxxx Tzu Hsia 0200648284
Address: 2nd Fl, 00, 0xx Xxxxxx Xx., Xxxx Xxxxxxxx Xxxx, Xxxxxx
PARTY B: XXXXX XX-XXXXX
Identification card Number: Q100244097
Address: 8th fl, 00, Xxxxxx Xxxxxxxxx Xx., 0xx Xxxxxxxxx, Yangchou Village,
Luzhu Town, Taoyuan Country
Dated as of December 28, 2002.
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