Termination Agreement
Exhibit 4.62
Confidential Treatment Requested. Confidential portions of this document have been redacted and have been separately filed with the SEC.
English Translation
This Termination Agreement is effective as of 1st January, 2015 (“Effective Date”) by and between the two parties (individually referred to as a “party” and collectively as the “parties”) as follows:
| (1) | Mr. Xxxx Xxx, a Chinese citizen with ID No. *, (hereinafter referred to as “Xxxx Xxx”); |
| (2) | Xxxxxxxx.xxx Limited, a company organized and existing under the laws of Cayman Island, (which shall include the company itself as well as its subsidiaries and other affiliated companies, hereinafter can be collectively referred to as “Changyou Group”). |
Now it is hereby mutually agreed as follows:
| 1. | Xxxx Xxx shall confirm his resignation as Chief Executive Officer of Xxxxxxxx.xxx Limited as of 1st November 2014. Except as otherwise set forth herein, Xxxx Xxx shall resign from all his positions in Changyou Group as of the Effective Date, (please refer to Annex I for the positions held by Wan Tao in Xxxxxxxx.xxx Limited as well as its subsidiaries and other affiliated companies respectively). As the parent company of Changyou Group, Xxxxxxxx.xxx Limited shall acknowledge Xxxx Xxx’x resignation aforementioned on behalf of its subsidiaries and affiliated companies. Notwithstanding the above, Xxxx Xxx shall continue to provide consultation services in the capacity of consultant in Changyou Group till 31st December 2015. During this period, unless specified otherwise in agreements entered into simultaneously or after this Agreement between Wan Tao and a company of Changyou Group, Xxxx Xxx shall have no employment relationship with any company in Changyou Group. Nevertheless, Xxxx Xxx agrees to be described as the Chief Product Officer by Changyou Group in press releases or other publicity documents, provided that such descriptions shall comply with the requirements of relevant laws and regulations. Changyou Group agrees to pay remuneration to Xxxx Xxx as set forth in Annex II. |
The symbol ‘ * ’ in this exhibit indicates places where information has been omitted pursuant to a request for confidential treatment and filed separately with the SEC.
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| 2. | The equity shares directly or indirectly held by Xxxx Xxx in Xxxxxxxx.xxx Limited may not be affected by Xxxx Xxx’x resignation or execution and performance of this Agreement. All contractual or other restrictions, including but not limited to “lock-in period” and “call option”, on the abovementioned shares shall cease to exist and be non-legally binding on Xxxx Xxx ever since the execution of this Agreement. Changyou Group shall take all necessary actions to remove the restrictions and to make the shares unlimited. |
| 3. | The employment contracts, confidential agreements, non-competition agreements, employee’s obligation agreements, service agreements, or other agreements, contracts, or commitment of the similar nature (regardless of the title or name of contracts) (including amendments or supplement to the same), entered into by and between Xxxx Xxx and Xxxxxxxx.xxx Limited or any of its subsidiaries/affiliated companies shall cease to exist and be non-legally binding on the parties as of 31st December 2014. |
| 4. | Except as otherwise set forth herein, the parties confirm that no claims, debts, demand or liabilities have existed between Changyou Group and Xxxx Xxx up to the Effective Date. Even if there is any, each party hereby irrevocably waives its rights and claims in respect of the abovementioned claims, debts, demand or liabilities. Notwithstanding the above, this clause shall not be construed as an exemption of criminal liabilities of the offending party. |
| 5. | After receipt of the severance package set forth in Annex III, Xxxx Xxx shall enter into a series of agreements with the persons designated by Xxxxxxxx.xxx Limited in writing for the purpose of transferring his shares in Beijing Gamease Age Digital Technology Co., Ltd. and Beijing Guanyou Gamespace Digital Technology Co., Ltd. Upon completion of the share transfer, all the agreements entered for the purpose of establishing variable interest entities within Changyou Group shall cease to be binding on Wao Tao. Additionally, Xxxxxxxx.xxx Limited shall indemnify against and hold harmless Xxxx Xxx from any tax duties, expenses or losses incurred as a result of the above share transfer. |
| 6. | Xxxxxxxx.xxx Limited agrees to provide Xxxx Xxx with a severance package set forth in Annex III. The severance or resignation will neither affect Xxxx Xxx’x rights and interests under this Agreement, nor will impair the payment received by him before the execution of this Agreement. |
| 7. | Xxxxxxxx.xxx Limited hereby acknowledges that Changyou Group comprises all affiliated companies in connection with this Agreement and variable interest entities controlled by Changyou Group through an array of agreements. For the sake of completeness and accuracy, Xxxxxxxx.xxx Limited shall execute this Agreement on behalf of all the above-mentioned affiliated companies and ensure that terms and conditions of this Agreement are legally binding on all the above-mentioned affiliated companies. The companies within Changyou Group shall be jointly and severally liable for the performance of this Agreement. |
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| 8. | Each party shall keep confidentiality of this Agreement. Neither party may disclose the existence of this Agreement or the terms hereof without the prior written consent of the other party except as may be required by law, or mandated by rules of any securities regulatory institution or securities exchange. Each party may disclose the contents of this Agreement to its legal counsel respectively, provided however that the confidential obligations hereof shall be applicable to the legal counsel. |
| 9. | Each party shall represent and warrant for the benefit of the other party that: (i) it has the full right, power, legal capacity and authority to enter into this Agreement and to carry out the terms and conditions hereof; and (ii) this Agreement shall be legally effective and enforceable. |
| 10. | This Agreement shall be governed and construed by the laws of People’s Republic of China. Any disputes arising hereunder and in connection herewith shall be submitted to China International Economic and Trade Arbitration Commission for arbitration in Beijing in accordance with arbitration rules of this commission. The language of arbitration shall be Chinese. The arbitration award shall be final and have binding force on both parties. |
The parties have caused this Agreement to be executed on the date of 15th January 2015.
Xxxx Xxx
Xxxxxxxx.xxx Limited (for and on behalf of Changyou Group )
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Annex I
Positions held by Xxxx Xxx in Xxxxxxxx.xxx Limited as well as its subsidiaries and other affiliated companies
| Xxxxxxxx.xxx Limited | Director | |
| Xxxxxxxx.xxx(US) LLC | Director | |
| Changyou Middle East FZ-LLC | Director | |
| Beijing Changyou RaidCall Internet Technology Co., Ltd. | Director, Legal Representive | |
| Beijing AmazGame Age Internet Technology Co., Ltd. | Manager, Director, Legal Representive | |
| Beijing Changyou Gamespace Software Technology Co.,Ltd | Manager, Director, Legal Representive | |
| Beijing Gamease Age Digital Technology Co., Ltd. | Manager, Director, Legal Representive | |
| Beijing Guanyou Gamespace Digital Technology Co., Ltd. | Manager, Director, Legal Representive | |
| Beijing Doyo Internet Technology Co., Ltd. | Manager, Director, Legal Representive | |
| Beijing Xxx Xxx You Information Technology Co., Ltd. | Manager, Director, Legal Representive | |
| Beijing Changyou e-pay Co. Ltd. | Manager, Director, Legal Representive | |
| Beijing Changyou Aishouxin ecological technology Co.,Ltd. | Director, Legal Representive |
In addition to the above positions, Xxxx Xxx as the nominee shareholder also holds 60% of shares in Beijing Gamease Age Digital Technology Co., Ltd, and 60% of shares in Beijing Guanyou Gamespace Digital Technology Co., Ltd.
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Annex II
Remuneration for consultation services to be provided by Xxxx Xxx in his advisory capacity in Changyou Group during the period from 1st January 2015 to 31st December 2015.
1. All compensation and benefits provided to Xxxx Xxx as senior executive in Changyou Group shall remain unchanged during the aforementioned period, including but not limited to the following:
| a) | reimbursement for air tickets, hotel fees, car rental fees and business travel expenses; |
| b) | exclusive vehicle and chauffeur services; |
| c) | medical insurance (Cigna & CMC) for Xxxx Xxx as well as his wife and children, annual health screening set for senior executive; |
| d) | children’s education fund and parents’ allowance, which shall be granted according to the current welfare policy in Changyou Group; |
| e) | reimbursement for daily expenses, with the monthly cap of RMB¥220,000; |
| f) | the sum equal to the social security payable (including “five social insurances and housing accumulation fund” ) shall be paid directly to Xxxx Xxx , who shall pay the same to his social security account on his own; |
| g) | allowance to senior executive: US $34,000 per quarter. |
2. All the compensation and benefits mentioned above shall be paid by Changyou Group to Xxxx Xxx or his designated bank account periodically.
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Annex III
Xxxxxxxx.xxx Limited agree to provide Xxxx Xxx with a severance package of RMB¥7,380,000.00, which shall be paid before 1st February, 2015.
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