EXECUTIVE EMPLOYMENT AGREEMENT
Exhibit 10.25
This
Executive Employment Agreement ("Agreement") is made effective as of May 01,
2010 ("Effective Date"), by and between Sino Green Land Corporation, a Nevada
corporation ("Company") and Xxxxx Xxx Xxxx
Xxxx ("Executive").
The
parties agree as follows:
1. Employment. Company
hereby employs Executive, and Executive hereby accepts such employment, upon the
terms and conditions set forth herein.
2. Duties.
2.1 Position. Executive
is employed as Chief Executive Officer, and shall have the duties and
responsibilities assigned by Company's Board of Directors as may be reasonably
assigned from time to time. Executive shall perform faithfully and diligently
all duties assigned to Executive. Company reserves the right to modify
Executive's position and duties at any time in its sole and absolute
discretion.
2.2 Best
Efforts/Full-time. Executive will expend
Executive's best efforts on behalf of Company, and will abide by all policies
and decisions made by Company, as well as all applicable laws, regulations or
ordinances. Executive will act in the best interest of Company at all times.
Executive shall devote Executive's full business time and efforts to the
performance of Executive's assigned duties for Company, unless Executive
notifies the Board of Directors in advance of Executive's intent to engage in
other paid work and receives the Board of Directors's express written consent to
do so.
3. Employment
Term. Executive's employment term with Company is
twelve months upon signing of this agreement.
4. Compensation.
As
compensation for Executive's performance of Executive's duties for the
employment term, Company shall pay to Executive ( 0) million shares of newly
issued common stocks of the Company (“Stock”) upon signing of the Agreement. If
both the Company and Executive agree to terminate this agreement before its
expiration, the Executive will return the Company part of the Stock in
proportion with the remaining employment term. Meanwhile Company shall pay to
Executive annual salary of US$(46,500 ).
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5. Customary
Fringe Benefits. Executive will be eligible for
all customary and usual fringe benefits generally available to executives of
Company subject to the terms and conditions of Company's benefit plan documents.
Company reserves the right to change or eliminate the fringe benefits on a
prospective basis, at any time, effective upon notice to Executive.
6. Business
Expenses. Executive will be reimbursed for all
reasonable, out-of-pocket business expenses incurred in the performance of
Executive's duties on behalf of Company. To obtain reimbursement, expenses must
be submitted promptly with appropriate supporting documentation in accordance
with Company's policies.
7. Termination
of Executive's Employment.
7.1 Termination
for Cause by Company. Although Company anticipates
a mutually rewarding employment relationship with Executive, Company may
terminate Executive's employment immediately at any time for Cause. For purposes
of this Agreement, "Cause" is defined as: (a) acts or omissions
constituting gross negligence, recklessness or willful misconduct on the part of
Executive with respect to Executive's obligations or otherwise relating to the
business of Company; (b) Executive's material breach of this Agreement or
Company's Invention and Non-Disclosure and Arbitration Agreement;
(c) Executive's conviction or entry of a plea of nolo contendere for fraud,
misappropriation or embezzlement, or any felony or crime of moral turpitude or
dishonesty; (d) Executive's willful neglect of duties as determined in the
sole and exclusive discretion of the Board of Directors; (e) Executive's
failure to perform the essential functions of Executive's position, with or
without reasonable accommodation, due to a mental or physical disability;
(f) misconduct by Executive that materially jeopardizes the Company's right
or ability to operate its business; (g) Executive's violation of any of the
Company's material policies or procedures, including without limitation,
Company's Equal Employment Opportunity and Anti-Harassment policies; or
(h) Executive's death. In the event Executive's employment is terminated in
accordance with this subsection 7.1, all other Company obligations to Executive
pursuant to this Agreement will become automatically terminated and completely
extinguished. Executive will not be entitled to receive the Severance Payment
described in subsection 7.1
below.
7.2 Voluntary
Resignation by Executive. Executive may
voluntarily resign Executive's position with Company, at any time on thirty
(30) days' advance written notice.
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8. No Conflict of
Interest. During the term of Executive's
employment with Company and during any period Executive is receiving payments
from Company pursuant to this Agreement, Executive must not engage in any work,
paid or unpaid, that creates an actual or potential conflict of interest with
Company. Such work shall include, but is not limited to, directly or indirectly
competing with Company in any way, or acting as an officer, director, employee,
consultant, stockholder, volunteer, lender, or agent of any business enterprise
of the same nature as, or which is in direct competition with, the business in
which Company is now engaged or in which Company becomes engaged during the term
of Executive's employment with Company, as may be determined by the Board of
Directors in its sole discretion. If the Board of Directors believes such a
conflict exists during the term of this Agreement, the Board of Directors may
ask Executive to choose to discontinue the other work or resign employment with
Company. If the Board of Directors believes such a conflict exists during any
period in which Executive is receiving payments pursuant to this Agreement, the
Board of Directors may ask Executive to choose to discontinue the other work or
forfeit the remaining severance payments. In addition, Executive agrees not to
refer any client or potential client of Company to competitors of Company,
without obtaining Company's prior written consent, during the term of
Executive's employment and during any period in which Executive is receiving
payments from Company pursuant to this Agreement.
9. Confidentiality
and Proprietary Rights. Executive agrees that the
terms of this Agreement are confidential, and that such terms are not to be
disclosed to anyone, including other Company employees and Company executives,
but excluding the Company's Chief Executive Officer, the Company's Senior Vice
President, Human Resources, Chief Financial Officer, General Counsel, and any
member of the Company's Audit or Compensation Committees.
10. Non-solicitation. Executive
understands and agrees that Company's employees and customers and any
information regarding Company employees and/or customers is confidential and
constitutes trade secrets.
10.1 Non-solicitation
of Customers or Prospects. Executive agrees that
during the term of this Agreement and for a period of one (1) year after
the termination of this Agreement, Executive will not, either directly or
indirectly, separately or in association with others, interfere with, impair,
disrupt
or damage Company's relationship with any of its customers or customer prospects
by soliciting or encouraging others to solicit any of them for the purpose of
diverting or taking away business from Company.
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10.2 Non-solicitation
of Company's Employees. Executive agrees that
during the term of this Agreement and for a period of one (1) year after
the termination of this Agreement, Executive will not, either directly or
indirectly, separately or in association with others, interfere with, impair,
disrupt or damage Company's business by soliciting, encouraging or attempting to
hire any of Company's employees or causing others to solicit or encourage any of
Company's employees to discontinue their employment with Company.
11. Injunctive
Relief. Executive acknowledges that Executive's
breach of the covenants contained in sections 8-10 (collectively "Covenants")
would cause irreparable injury to Company and agrees that in the event of any
such breach, Company shall be entitled to seek temporary, preliminary and
permanent injunctive relief without the necessity of proving actual damages or
posting any bond or other security.
12. General
Provisions.
12.1 Successors
and Assigns. The rights and obligations of Company
under this Agreement shall inure to the benefit of and shall be binding upon the
successors and assigns of Company. Executive shall not be entitled to assign any
of Executive's rights or obligations under this Agreement.
12.2 Waiver. Either
party's failure to enforce any provision of this Agreement shall not in any way
be construed as a waiver of any such provision, or prevent that party thereafter
from enforcing each and every other provision of this Agreement.
12.3 Attorneys'
Fees. Each side will bear its own attorneys' fees
in any dispute unless a statutory section at issue, if any, authorizes the award
of attorneys' fees to the prevailing party.
12.4 Severability. In
the event any provision of this Agreement is found to be unenforceable by an
arbitrator or court of competent jurisdiction, such provision shall be deemed
modified to the extent necessary to allow enforceability of the provision as so
limited, it being intended that the parties shall receive the benefit
contemplated herein to the fullest extent permitted by law. If a deemed
modification is not satisfactory in the judgment of such arbitrator or court,
the unenforceable provision shall be deemed deleted, and the validity and
enforceability of the remaining provisions shall not be affected
thereby.
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12.5 Interpretation;
Construction. The headings set forth in this
Agreement are for convenience only and shall not be used in interpreting this
Agreement. Executive acknowledges that Executive has had an opportunity to
review and revise the Agreement and have it reviewed by legal counsel, if
desired, and, therefore, the normal rule of construction to the effect that any
ambiguities are to be resolved against the drafting party shall not be employed
in the interpretation of this Agreement.
12.6 Governing
Law. This Agreement will be governed by and
construed in accordance with the laws of Hong Kong SAR. Each party consents to
the jurisdiction and venue of the courts in Hong Kong, if applicable, in any
action, suit, or proceeding arising out of or relating to this
Agreement.
12.7 Notices. Any
notice required or permitted by this Agreement shall be in writing and shall be
delivered as follows with notice deemed given as indicated: (a) by personal
delivery when delivered personally; (b) by overnight courier upon written
verification of receipt; (c) by telecopy or facsimile transmission upon
acknowledgment of receipt of electronic transmission; or (d) by certified
or registered mail, return receipt requested, upon verification of receipt.
Notice shall be sent to the addresses set forth below, or such other address as
either party may specify in writing.
12.8 Survival. Sections
8 ("No Conflict of Interest"), 9 ("Confidentiality and Proprietary Rights"), 10
("Non-solicitation"), 11 ("Injunctive Relief'), 12 ("General Provisions") and
13("Entire Agreement") of this Agreement shall survive Executive's employment by
Company.
13. Entire
Agreement. This Agreement, including the Invention
and Non-Disclosure and Arbitration Agreement incorporated herein by reference
constitutes the entire agreement between the parties relating to this subject
matter and supersedes all prior or simultaneous representations, discussions,
negotiations, and agreements, whether written or oral. No oral waiver, amendment
or modification will be effective under any circumstances
whatsoever.
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THE
PARTIES TO THIS AGREEMENT HAVE READ THE FOREGOING AGREEMENT AND FULLY UNDERSTAND
EACH AND EVERY PROVISION CONTAINED HEREIN. WHEREFORE, THE PARTIES HAVE EXECUTED
THIS AGREEMENT ON THE DATES SHOWN BELOW.
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XXX XXXX XXXX
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Dated:
05/01/2010
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/s/ Xxxxx
Xxx Xxxx Xxxx
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| 6F No.947,Qiao Xing Road, Shi Qiao Town, Pan Yu District, Xxxxx Xxxx, China | |||
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Dated:
05/01/2010
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By:
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/s/
Xxxxx Xxx Xxxx Xxxx
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| Xxxx
Xxx Xxxx Xxxxx/Chairman 6F No.947,Qiao Xing Road, Shi Qiao Town, Pan Yu District, Xxxxx Xxxx, China |
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