EXECUTIVE EMPLOYMENT AGREEMENT
Exhibit 10.1
THIS EMPLOYMENT AGREEMENT (the "Agreement"), made this 8th
day of February, 2021 (the "Effective Date"), is
entered into by and between ALSET EHOME
INTERNATIONAL INC. (“AEI”), HENGFAI BUSINESS DEVELOPMENT
PTE. LTD. (the
"Company") and XXXX XXXX FAI
(the "Executive").
1.
Term
of Employment. The Company agrees to employ Executive, and
Executive agrees to work for the Company, upon the terms set forth
in this Agreement, for period commencing on January 1, 2021 and
ending on December 31, 2025 (the "Term"). This Agreement shall
terminate in accordance with the provisions of Section 4,
below.
2.
Title;
Capacity. The Company will employ Executive, and Executive
agrees to work for the Company, as its Chief Executive Officer
to perform the duties and
responsibilities inherent in such position and such other duties
and responsibilities consistent with such position
(including travel,
as required) as the Company's
Chief Executive Officer and Company's Board of Directors (the
"Board") shall from time to time assign to him. Executive shall
report directly to the Board and shall be subject to the
supervision of and shall have such authority as is delegated to him
by, the Board, which authority shall be sufficient to perform his
duties hereunder.
3.
Compensation,
Benefits and Equity.
3.1
Salary.
The Company shall pay Executive a
monthly base salary of $1.00 less applicable payroll withholding,
which shall be payable in accordance with the Company's customary
payroll practices (the "Base Salary").
3.2
Growth
Bonus. The
Executive is eligible for a performance bonus based upon the annual
market capitalization growth of AEI (the "Growth Bonus"). The Growth
Bonus will be equal to 5% of the Market Capitalization Growth (as
such term is defined in Section 3.4(a) hereof). The calculation,
administration and payment of the Growth Bonus will be determined
on an annual basis and will be payable annually. The calculation of
Growth Bonus shall be made within seven (7) days after AEI’s
fiscal year end; the Executive shall then make an election of cash,
stock or a combination as to the payment method of Growth Bonus
within thirty (30) days; and after the election of the payment
method, the Growth Bonus shall be paid to the Executive within
fourteen (14) days. The first calculation will be done based on the
fiscal year ending December 31, 2021 in comparison with the fiscal
year ending December 31, 2020.
3.3
NAV Bonus. The Executive is
also eligible for a performance bonus based upon the annual net
asset value change of AEI (the “NAV Bonus”). The NAV
Bonus will be equal to 5% of the Net Asset Value Change. The
calculation, administration and payment of the NAV Bonus will be
determined on an annual basis and will be payable annually. The
calculation of NAV Bonus shall be paid within seven (7) days after
publication of AEI’s audited annual consolidated financial
statements; the Executive shall then make an election of cash,
stock or a combination as to the payment method of NAV Bonus within
fourteen (14) days; and the NAV Bonus shall be paid to the
Executive within thirty (30) days from the election of the payment
method. The first calculation will be done based on the fiscal year
ending December 31, 2021 in comparison with the fiscal year ending
December 31, 2020.
3.4
Definitions.
(a)
Performance Bonus. "Performance
Bonus" shall mean both the Growth Bonus and NAV Bonus.
(b)
Market Capitalization Growth.
"Market Capitalization Growth" shall mean the increase in the
fiscal year over year value of AEI's Market Cap. AEI’s
"Market Cap" is equal to the product of (a) the total number of
outstanding shares as of December 31, as reported by AEI's transfer
agent, and (b) the 10-day volume weighted average price ("VWAP") of
AEI common stock on the Principal Trading Market prior to December
31st of each year, as reported by the Principal Trading Market or
other reliable source as to the Company and Executive mutually
agree. However, the Growth Bonus shall be deemed zero for the
purposes of this calculation if the Market Capitalization Growth is
less than 0%.
For the
sake of clarity in Growth Bonus calculation and for example
only,
If AEI's
Market Cap was, as of:
Period
1: December 31, 2021 $50,000,000 ($1.00 10-day VWAP
with
50,000,000 shares
outstanding)
Period
2: December 31, 2022 = $100,000,000 ($2.00 10-day VWAP
with
50,000,000 shares
outstanding)
Calculation:
(Period
2 minus Period 1) x .05, or ($100,000,000 - $50,000,000)) x.05
$2,500,000.
Therefore, total bonus associated with Market
Capitalization Growth = $2,500,000
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(c)
Net Asset Value Change. "Net
Asset Value Change" shall mean the increase in year over year value
of AEI's NAV calculated on December 31st of each year in
accordance with generally accepted accounting principles, or GAAP.
AEI's "NAV" is equal to AEI's total assets minus total liabilities
determined in accordance with GAAP. However, the NAV Bonus shall be
deemed zero for the purposes of this calculation if the Net Asset
Value Change is less than 0%.
For the
sake of clarity in the bonus calculation and for example
only,
If the
net asset value of AEI totaled, as of:
Period
1: December 31, 2021 = $3,000,000
Period
2: December 31, 2022 = $3,600,000
Calculation:
●
(Period 2 minus Period 1) x .05, or
($3,600,000 - $3,000,000)
x.05
$30,000.
Therefore, total bonus associated with Net
Asset Value Change = $30,000.
(d)
Principal Trading Market.
"Principal Trading Market" shall mean the national securities
exchange or other trading market on which AEI common stock is
primarily listed on and quoted for trading, which, as of the date
hereof, shall be the NASDAQ.
3.5
Performance Bonus Payment
Option. The Executive shall have the option to be paid his
annual Performance Bonus, if any, in either cash or in shares of
the common stock of AEI having equivalent value.
If the
Executive elects to have the Performance Bonuses paid in AEI common
stock, the Executive must make the request in writing to AEI's
Board. The conversion rate from cash to AEI stock shall be the
Principal Trading Market 10-day VWAP for the AEI stock immediately
before the date the Executive makes the written request to elect
payment in stock. Further, the Executive can elect to have the
payment of the AEI common stock paid to him monthly or quarterly
after the calculation and election of the payment method as set
forth in Sections 3.2 and 3.3. Such payment can be made by physical
AEI stock certificate or by electronic deposit to his designated
stock brokerage account.
If this
Employment Agreement, as amended, is terminated prior to the end of
its term pursuant to Section 5, the termination date (the "Early
Termination Date") of this Employment Agreement shall be used for
the purposes of calculating both types of the Performance Bonus and
the value of each type of Performance Bonus will be calculated
based on the Market Capitalization Growth or the Net Asset Value
Change, as applicable, from the most recent fiscal year end to the
Early Termination Date of this Agreement.
3.6
Benefits. Executive shall be
entitled to participate in all benefit programs and allowances that
the Company establishes and makes available to its executive
employees, including eligibility for all company benefit plans,
including but not limited to, health care coverage, profit sharing,
car allowance, cell phone and data usage payment or reimbursement,
home and office internet and computer supply equipment. The
Executive understands that, except when prohibited by applicable
law, the Company's benefit plans, and fringe benefits may be
amended by the Company from time to time in its sole
discretion.
The
Executive shall be entitled to four (4) weeks of paid vacation time
per year during the terms of this Agreement commencing immediately
with the execution of this Agreement. All other terms of the
Executive's vacation shall be subject to the Company's vacation
policy, as it exists or is subsequently modified.
3.7
Expenses. The Company shall
reimburse Executive for reasonable travel, entertainment, mileage,
and other business expenses incurred by Executive in the
performance of his duties hereunder in accordance with the
Company's general policies, as amended from time to
time.
4.
Termination of
Agreement.
Upon the expiration of the original Term of this Agreement or any
renewal term of this Employment Agreement, the Executive's
employment shall be automatically renewed for a one (1) year period
unless, at least sixty (60) days prior to the scheduled termination
date, either party gives the other party written notice of its
intent not to continue the employment relationship. During any
renewal term of employment, the terms, conditions, and provisions
set forth in this Agreement shall remain in effect unless modified
in accordance with section 9, except the dates of bonuses shall be
modified to reflect the extension period.
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5.
Termination of Executive's Employment
a)
By the Company. The Company may
terminate the Executive's employment at any time, with or without
"Cause," upon written notice by the Company to the Executive, and
the Executive's employment will terminate on the day specified in
such notice. For the purposes of this Agreement, "Cause" means: (i)
the Executive's conviction of (or
Executive pleads nolo contendere to) a felony or misdemeanor
involving dishonesty, fraud, breach of trust, moral turpitude, or a
crime leading to incarceration of more than sixty (60) days; (ii)
the Executive's material breach of this Agreement; (iii)
Executive's continued failure in any material respects with the
performance of his/her employment duties for more than 10 business
days (other than due to illness,
disability, and vacation) after having received written
notice specifying the nature of the failure; (iv) commission by the
Executive of any act of fraud, dishonesty, or embezzlement against
the Company, any of its subsidiaries, or any of its customers; (v)
the Executive reporting to work while impaired under the influence
of alcohol or drugs, or the Executive's use or distribution of
illegal narcotics; (vi) the Executive's commission of any illegal
act of violence against an employee, customer, or vendor of the
Company; (vii) willful disregard of any reasonable instruction of
the Board relating to a material matter of the Company; and (viii)
Executive's violation of any material law, statue, or regulation
relating to the Company's business.
b)
By the Executive. The Executive
may terminate his employment with the Company at any time with or
without "Good Reason" upon written notice by the Executive to the
Company, and the Executive's employment will terminate on the date
specified in the notice. "Good Reason" means: (i) a material
reduction in the Executive's compensation or benefits; (ii) a
material breach by the Company of this Agreement; or (iii) a
material reduction or material change in the Executive's original
duties, responsibilities or authority
c)
Death. Executive's employment
with the Company shall be terminated immediately upon death of the
Executive.
d)
Disability of Executive. This
Agreement may be terminated immediately upon the disability of the
Executive. For purposes of this Agreement, "Disability" shall mean
if Executive has a mental or physical condition that prevents
Executive from carrying out the essential duties of his/her
employment position for a period greater than 3 months,
notwithstanding Company's reasonable accommodations (to the extent required by
law.)
e)
Mutual Agreement of Parties.
Upon the mutual agreement of the parties, this Agreement will
terminate.
f)
Effects of Termination. In the
event that Executive's employment is terminated by the Company
without "Cause" or by similar premise, or by the Executive for
"Good Reason", then the Executive shall be entitled to payment for:
(i) unpaid Base Salary, prorated to the date of termination or
resignation; (ii) accrued and unused vacation pay, (iii) any
benefits accruing to Executive under the terms and conditions of
any then-existing employee benefit plan; (iv) twelve (12) months of
prorated annual Base Salary; (v) twelve (12) months of paid health
insurance benefits, (vi) reimbursement of expenses incurred prior
to termination in accordance with Section 3.6.; and (vii) benefits
as required by law.
g)
Termination "For Cause" or due to the
Executive's resignation "Without Good Reason". In the event
of the Executive's employment is terminated: (i) by the Company for
"Cause", or (ii) if the Executive resigns without "Good Reason",
then the Executive shall be entitled to payment for: (i) unpaid
Base Salary, prorated to the date of termination or resignation;
(ii) accrued and unused vacation pay, (iii) any benefits accruing
to Executive under the terms and conditions of any then
existing employee benefit plan; (iv) reimbursement of expenses
incurred prior to termination in accordance with Section 3.6.; and
(vii) benefits as required by law.
h)
Termination "Without Cause" or due to
the Executive's Death, Disability, or resignation for Good
Reason". In the event that Company terminates Executive's
employment prior to expiration of the Term without "Cause", or due
to the Executive's Death, Disability, or resignation for "Good
Reason", then Executive shall be entitled to any earned and
unvested portion of his equity grant pursuant to Section 3.5 and
3.6, and to any remaining compensation he would have been entitled
to receive had he remained until expiration of the Term of this
Agreement.
6.
Nondisclosure and
Proprietary Information.
6.1
Proprietary
Information.
(a)
Executive agrees
that all information and know-how, whether or not in writing, of a
private, secret or confidential nature concerning the Company's
business or financial affairs (collectively, "Proprietary
Information") is and shall be the exclusive property of the
Company. By way of illustration, but not limitation, Proprietary
Information may include inventions, products, processes, methods,
techniques, formulas, designs, drawings, slogans, tests, logos,
ideas, practices, projects, developments, plans, research data,
financial data, personnel data, computer programs, and customer and
supplier data, or other materials or information relating to the
Company's business and activities and the manner in which the
Company does business. Executive will not disclose any Proprietary
Information to others outside the Company except in the performance
of his duties or use the same for any unauthorized purposes without
written approval by an officer of the Company, either during or
after his employment, unless and until such Proprietary Information
has become public knowledge or generally known within the industry
without fault by Executive, or unless otherwise required by
law.
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(b)
Executive agrees
that all files, letters, memoranda, reports, records, data,
sketches, drawings, laboratory notebooks, program listings, or
other written, photographic, electronic or other material
containing Proprietary Information, whether created by Executive or
others, which shall come into his custody or possession, shall be
and are the exclusive property of the Company to be used by
Executive only in the performance of his duties for the
Company.
(c)
Executive
agrees that his obligation not to disclose or use information,
know-how and records of the types set forth in paragraphs (a) and
(b) above, also extends to such types of information, know-how,
records and tangible property of subsidiaries and joint ventures of
the Company, customers of the Company or suppliers to the Company
or other third parties who may have disclosed or entrusted the same
to the Company or to Executive in the course of the Company's
business.
(d)
Nothing in
this Agreement prohibits Executive from reporting possible
violations of federal law or regulation to any governmental agency
or enforcement entity, or from making other disclosures that are
protected under applicable whistleblower provisions of federal law
and regulation.
6.2
Other Agreements. Executive
represents that his performance of all the terms of this Agreement
as an employee of the Company does not and will not breach any (i)
agreement to keep in confidence proprietary information, knowledge
or data acquired by him in confidence or in trust prior to his
employment with the Company or (ii) agreement to refrain from
competing, directly or indirectly, with the business of any
previous employer or any other party. Executive represents that all
information Executive provided to the Company regarding Executive's
education, work background, experience and lack of post-employment
restrictions are all true and accurate and the Company is entitled
to rely on such representations.
6.3
Other Business Exception. The
Company acknowledges that the Executive is also involved in the
management of personal and family investments, banking and finance,
and has multiple investments around the world, and is a board
member and even Chairman of many publicly traded companies and
non-publicly traded companies. It is expressly understood by the
Company that that the Executive is allowed to continue to be
involved in these activities. This Agreement shall not limit the
Executive’s ability to receive compensation from other
business for services rendered as an employee, officer, director or
consultant, including but not limited to any compensation which may
be paid by any entity affiliated with the Company.
7.
Indemnification.
The Company hereby agrees to indemnify the Executive to the fullest
extent permitted by applicable law for any and all sums owed by
Executive in connection with any judgments rendered against
Executive in connection with or as a result of Executive’s
service as an officer of the Company, and any and all legal and
related fees incurred in connection with the Executive’s
defense. At the Executive’s request, the Company shall as
promptly as possible acquire directors and officers insurance to
include coverage for any and all activities related to the
Executive’s service as an officer of the Company, in a manner
and amount typical for companies of the size and activity of the
Company. The amounts and type of such coverage shall be reviewed
and updated from time to time, and no less frequently than
annually.
8.
Notices.
All notices required or permitted under this Agreement shall be in
writing and shall be deemed effective upon (a) the date of receipt,
if sent by personal delivery (including delivery by reputable
overnight courier), or (b) the date of receipt or refusal, if
posted in Singapore, by registered or certified mail, postage
prepaid and return receipt requested, or (c) the date of receipt if
sent by e-mail PDF or facsimile transmission to the e-mail address
or facsimile number of record of Executive or the Company, or at
such other place as may from time to time be designated by either
party in writing.
9.
Entire
Agreement.
This Agreement, and those documents referenced herein, constitute
the entire agreement between the parties and supersede all prior
agreements and understandings, including prior employment
agreements, whether written or oral relating to the subject matter
of this Agreement. Signatures affixed to this Agreement may be
delivered in e-mail PDF form and any such signatures shall be
deemed original signatures for purposes of the validity and
enforceability of this Agreement.
10.
Amendment.
This Agreement may be amended or modified only by a written
instrument executed by both the Company and Executive.
11.
Governing
Law. This
Agreement shall be construed, interpreted and enforced in
accordance with the laws of Singapore, applied without giving
effect to any conflicts of-law principles. Any action or
proceeding relating to this Agreement or Executive's employment
shall be in Singapore.
12.
Assumption by
Successors.
Any successor of the Company shall succeed to all of the Company's
duties, obligations, rights and benefits hereunder. The obligations
of Executive are personal and shall not be assigned by
him.
13.
No
Waiver. No
delay or omission by a party in exercising any right under this
Agreement shall operate as a waiver of that or any other right. A
waiver or consent given by a party on any one occasion shall be
effective only in that instance and shall not be construed as a bar
or waiver of any right on any other occasion.
14.
Severability.
In case any provision of this Agreement shall be invalid, illegal
or otherwise unenforceable, the validity, legality and
enforceability of the remaining provisions shall in no way be
affected or impaired thereby.
15.
Survival.
Upon the termination of the Term and any termination of this
Agreement, the obligations of the
parties under Sections 5, 6 and
7 shall survive and continue in effect in accordance
with their
terms.
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IN WITNESS
WHEREOF, the undersigned parties have executed this Agreement
effective on the date
and year first above
written.
Signed
by:
/s/ Xxxx Xxxx
Xxx
XXXX XXXX XXX (Executive)
By: /s/ Xx Xxx Xxxxx
Xxxxxxx
Title: Xx Xxx Xxxxx Xxxxxxx,
Chairman of Compensation Committee
Date: 8 Feb
2021
HENGFAI BUSINESS DEVELOPMENT PTE. LTD
By: Xxxx Xxxx
Fai
Title: Xxxx Xxxx Fai, Chief
Executive Officer
Date: 8 Feb
2021
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