EMPLOYMENT AGREEMENT
This Employment Agreement dated as of the 3rd day of August
1998, between ASPAC Communications, Inc., a Delaware corporation
("Employer"), and Xxxx X. Xxxxxxx ("Executive").
WITNESSETH:
Term.
Employer hereby extents to employ Executive and Executive hereby
accepts continuing employment on the terms and conditions
hereinafter set forth. Subject to the provisions of Section 7
hereof, the term of this Agreement shall be of three (3) years,
commencing on August 6, 1998 (the "Commencing Date").
Duties.
Executive agrees to serve
Employer as Executive
President and in such
capacity Executive agrees to
render his services to the
best of his ability.
Executive will report to the
Board of Directors of the
Company. During the term of
this Agreement, Executive
will devote his full time
and attention to, and use
his best efforts to advance,
the business and welfare of
Employer subject to the
direction and control of the
Board of Directors.
Confidential Information and
Covenant Not to Compete.
(a) Executive hereby
agrees that, during the
term of this Agreement
and thereafter, he will
not disclose to any
person, or otherwise
use or exploit any of
the proprietary or
confidential
information or
knowledge, including
without limitation,
trade secrets,
processes, records of
research, proposals,
reports, methods,
processes, techniques,
computer software or
programming, or budgets
or other financial
information, regarding
Employer, its business,
properties or affairs
obtained by him at any
time prior to or
subsequent to the
execution of this
Agreement.
(b) Upon termination
of employment Executive
will deliver to
Employer all processes,
records of research,
proposals, reports,
memoranda, computer
software and
programming, budgets
and other financial
information, and other
materials or records or
writings of any other
type (including any
copies thereof) made,
used or obtained by
Executive in connection
with his employment by
Employer.
(c) During the term of
this Agreement, unless
with written approval
from the Employer,
Executive agrees that
he will: (i) neither
authorize his name to
be used by, (ii) nor
engage in or carry on,
directly or indirectly,
for himself as a member
of a partnership or as
a stockholder (other
than as a stockholder
of less than five
percent (5%) of the
issued and outstanding
stock of a publicly
held corporation having
assets in excess of
$10,000,000), investor,
officer, or director of
a corporation (other
than Employer, or any
parent, subsidiary,
affiliate or successor
of Employer), or as an
employee, agent,
associate, or
consultant of any
person, partnership,
corporation or other
business entity, in
competition with any
business carried on,
directly or indirectly,
by Employer prior to
the date hereof or
hereafter conducted,
directly or indirectly,
by Employer during the
term of this Agreement,
in any country where
business is then
carried on or conducted
by Employer.
(d) Executive agrees
that the remedy at law
for any breach by him
or any of the covenants
and agreements set
forth in this Section 3
will inadequate and
that in the event of
any such breach,
Employer may, in
addition to the other
remedies which may be
available to it at law,
obtain injunctive
relief prohibiting him
(together with all
those persons
associated with him)
from the breach of such
covenants and agreements.
(e) The parties hereto
intend that the
covenants and
agreements contained in
this Section 3 shall be
deemed to include a
series of separate
covenants and
agreements. If in any
judicial proceeding a
court shall refuse to
enforce all of the
separate covenants
deemed included in such
action, then such
unenforceable covenants
shall be deemed
eliminated from the
provisions hereof for
the purposes of such
proceeding to the
extent necessary to
permit the remaining
separate covenants to
be enforced in such
proceeding.
Compensation.
Salary.
Under this Agreement, Executive
will be paid an annual salary of
One Hundred Thousand Dollars
($100,000.00) in equal monthly
installments, with participation
in future stock option programs.
At the start of the Company's
public trading, the Executive will
have the right to participate in
the Company's Stock Incentive
Program (either in a form of S-8
stock or other forms) at an amount
to be decided by the Board of
Directors. On the anniversary
dates of this contract, the annual
salary and bonus will be reviewed
by the Board of Directors.
Executive agrees that Three
Thousand Five Hundred Dollars
($3,500.00) will be payable
monthly subject to income tax
withholdings and other payroll
deductions as customary in respect
of Employer's salaried employees
in general, and the remaining will
be accrued and deferred until
sixty (60) days after the Employer
starts its public trading or other
date agreed by both parties,
together with accruals provided
under the previous employment
agreement.
Medical Insurance.
During the term of this Agreement
Employer shall furnish Executive
with the same medical and hospital
insurance furnished to other
employees of Employer.
Expenses.
Employer will pay or reimburse
Executive for such reasonable
travel, entertainment, or other
expenses as he may incur at the
request of Employer during the
term of this Agreement in
connection with the performance of
his duties hereunder. Executive
shall furnish Employer with such
evidence that such expenses were
incurred as Employer may from time
to time reasonably require or
request.
Death or Total Disability of
Executive.
If Executive dies, or becomes
totally disabled (for a period of
more than six (6) consecutive
weeks), during the term of this
Agreement, Executive's employment
under this Agreement shall
automatically terminate and all of
Executive's benefits and all
payments to Executive under this
Agreement shall immediately
terminate.
Termination for Cause.
Executive's employment under this
Agreement may be terminated by
Employer for "good cause." The
term "good cause" is defined as
any one or more of the following
occurrences:
Executive's breach of
any of the covenants contained in
Section 3 of this Agreement;
Executive's conviction
by, or entry of a plea of guilty
or nolo contendere in, a court of
competent and final jurisdiction
for any crime involving moral
turpitude or punishable by
imprisonment in the jurisdiction
involved;
Executive's commission
of an act of fraud, whether prior
to or subsequent to the date
hereof upon Employer;
Executive's continuing
failure or refusal to perform his
duties as required by this Agreement;
Gross negligence,
insubordination, material
violation by Executive of any duty
of loyalty to Employer or any
other material misconduct on the
part of Executive; or
Executive's commission
of any act which is detrimental to
Employer's business or goodwill.
Miscellaneous.
Modification and Waiver of Breach.
No waiver or modification of this
Agreement shall be binding unless
it is in writing signed by the
parties hereto. No waiver of a
breach hereof shall be deemed to
constitute a waiver of a future
breach, whether of a similar of
dissimilar nature.
Complete Agreement.
This Agreement contains the entire
agreement between the parties
hereto with respect to the
transactions contemplated by this
Agreement and supersedes all
previous oral and written and all
contemporaneous oral negotiations,
commitments, writings, and
understandings.
Legal Fees.
If any legal action, arbitration
or other proceeding is brought for
the enforcement of this Agreement,
or because of any alleged dispute,
breach, default or
misrepresentation in connection
with this Agreement, the
successful or prevailing party
shall be entitled to recover
reasonable attorneys' fees and
other costs it incurred in that
action or proceeding, in addition
to any other relief to which it
may be entitled.
Assignment.
This Agreement may not be assigned
in any manner whatsoever.
IN WITNESS WHEROF: the undersigned
have executed this Agreement on
the day and year first above written.
EXECUTIVE:
EMPLOYER:
ASPAC COMMUNICATIONS, INC.
_______________________________
By:____________________________
Address of Executive:
Xxx Xxxx Zhang
Secretary
00000 Xxxxxxxxx Xxxxx #00X
Xxxxxx Xxxxxx, XX 00000