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:
1. 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").
2. 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.
3. 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.
4. Compensation.
4.1 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.
4.2 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.
5. 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.
6. 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.
7. 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:
(a) Executive's breach of any of the covenants
contained in Section 3 of this Agreement;
(b) 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;
(c) Executive's commission of an act of fraud,
whether prior to or subsequent to the date
hereof upon Employer;
(d) Executive's continuing failure or refusal to
perform his duties as required by this
Agreement;
(e) 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
(f) Executive's commission of any act which is
detrimental to Employer's business or goodwill.
8. Miscellaneous.
8.1 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.
8.2 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.
8.3 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.
8.4 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
