EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT
(“Agreement”),
is dated as of January 13, 2010, by and between Renhuang Pharmaceuticals, Inc.,
a Nevada corporation (the “Company”), and Yan Xx
Xxxx (the “Executive”).
WHEREAS, the Company desires
to employ the Executive, and the Executive desires to accept such employment, on
the terms and conditions set forth herein, effective as of January 13,
2010 .
1.
Employment. The
Company hereby agrees to employ the Executive, and the Executive hereby accepts
such employment, upon the terms and conditions set forth herein. The
Company agrees to fully cooperate with Executive in connection with obtaining
work visas or other work permits as may be necessary for Executive to fulfill
her responsibilities. The Executive’s primary office location shall
be Beijing, but the Executive shall be expected to perform many work-related
duties in other locations in China, in the United States and in Hong
Kong.
2. Term. This
Agreement shall commence on the date hereof (the “Commencement Date”)
and terminate on the third anniversary thereof, unless sooner terminated as
provided in Section 10 of this Agreement (the “Employment
Period”).
3.
Position
and Duties.
(a) During
the Employment Period, the Executive shall serve as the Chief Financial Officer
of the Company and shall have such duties and responsibilities as consistent
with such office, and as otherwise may be prescribed by the Board of Directors
of the Company (the “Board”) from time to
time.
(b) During
the Employment Period, the Executive shall perform and discharge her duties and
responsibilities well and faithfully and in accordance with the terms and
conditions of this Agreement, and shall devote her best talents, efforts and
abilities to the performance of her duties hereunder.
(c) During
the Employment Period, the Executive shall devote substantially all of her
business time, attention and energy to performing her duties and
responsibilities hereunder and shall have no other employment and no other
outside business activities whatsoever; provided, however, that the
Executive shall not be precluded from making passive investments which do not
require the devotion of any significant time or effort.
4.
Compensation.
(a) Base
Salary. In consideration for the Executive’s services
hereunder, the Company shall pay the Executive a minimum annual salary (the
amount shall be increased from time to time at the discretion of the Board, the
“Base Salary”)
of Four Hundred Thousand Renminbi (RMB 400,000), payable in accordance with the
customary payroll practices of the Company.
(b) Discretionary
Bonus. In addition to the Base Salary, the Executive shall be
eligible to receive discretionary bonuses at times and in amounts to be
determined by the Board, or if the Board organizes a compensation committee,
such committee (the “Committee”)
(excluding the Executive if she is then a member of the Committee), in its sole
discretion. This bonus, if any, shall be subject to all applicable
tax and payroll withholdings.
(c) Stock Option
Grants. The Executive shall be entitled to receive options to
purchase an aggregate of 150,000 shares of Common Stock of the Company (the
“Options”) in accordance with schedule set forth on Schedule
A. The Options shall have a term of three
years. Any such grant of Options, or any stock option plan pursuant
to which any such Options are granted, shall have been approved by the Company’s
shareholders in accordance with applicable Stock Exchange rules and
regulations.
5.
Benefits. During
the Employment Period, the Company shall provide the Executive with the
following benefits:
(a) Insurance
Benefits. The Company shall provide the Executive with
medical, health, dental, disability and accident insurance coverage at the
Executive’s option in an annual amount not to exceed Five Thousand Renminbi (RMB
5,000).
(b) Liability
Insurance. The Executive shall be provided with the liability
insurance coverage generally provided to offices and managers of the
Company. However the Company shall not be required to obtain such
coverage. Notwithstanding the foregoing, the Company agrees to
indemnify the Executive against all costs, damages and expenses, including
attorneys’ fees, incurred by the Executive as a result of claims by third
parties arising out of or from the Executive’s lawful acts as an Executive of
the Company, provided such acts are not grossly negligent and are performed in
good faith and in a manner reasonably believed by the Executive to be in the
Company’s best interests. Any counsel employed to defend the
Executive in any such action shall be reasonably acceptable to the Executive and
the Company. Any counsel appointed by any insurance carrier for the
Company shall be deemed acceptable. It is the intent of the parties
that the obligation imposed by this paragraph will survive the termination of
this Agreement.
(c) Other
Benefits. The Company shall make available to the Executive
any and all other Executive or fringe benefits (in accordance with their terms
and conditions) which the Company may make available to its other
Executives.
6.
Reimbursement
of Expenses. During the Employment Period, the Company shall
pay or reimburse the Executive for the following expenses:
(a) Membership/Professional
Dues. The Company shall pay or reimburse the Executive for any
membership fee payable or paid as required to maintain her professional
qualifications.
(b) Training. Based
on approval of the Board, the Company shall pay or reimburse for all training
and examination related costs relevant to the Executive’s role (for example, US
CPA), and provide reasonable time and paid leave for course and examination
preparation and attendance.
(c) Professional
manuals. The Company shall reimburse the Executive for any
professional manuals purchased as required in carrying out her
duties.
(d) Other business
expenses. The Company shall pay or reimburse the Executive for
all reasonable entertainment and other business expenses actually incurred or
paid by the Executive in the performance of her duties hereunder upon
presentation of expense statements and /or such other supporting information as
the Company may reasonably require of the Executive. The Company
shall pay the Executive an annual amount of Three Hundred and Fifty Thousand
Renminbi (RMB 350,000) for such expenses, any over or under payment between this
amount and actual amount incurred shall be reimbursed by the Executive or the
Company at the end of each of the 12 month anniversary of
employment.
7.
Vacation. The
Executive shall be entitled to paid vacation during each full calendar year of
the Employment Period of 20 working days (and a pro rata portion thereof for any
portion of the Employment Period that is less than a full calendar
year).
8.
Statutory
and Other Leaves. The Executive shall be entitled to all
statutory and other leave entitlements in accordance to relevant laws and
regulations of the P.R.C and relevant regulations applied in
Beijing.
9.
Initial
Public Stock Offering. Shall the Company participate in
Initial Public Stock Offering (the “IPO”), (a) the Base Salary and reimbursement
of Expenses detailed in Section 4 and 6 shall be reviewed and amended as
mutually agreed between the Board and the Executive and (b) additional share
options in the amount and terms mutually agreed between the Board and the
Executive shall be granted.
10.
Termination. The
employment of the Executive hereunder may be terminated prior to the expiration
of the Employment Period in the manner described in this Section.
(a) Termination upon
Death. The employment of the Executive hereunder shall
terminate immediately upon her death.
(b) Termination upon
Disability. The Company shall have the right to terminate this
Agreement during the continuance of any Disability of the Executive upon fifteen
days’ prior notice to the Executive during the continuance of the
Disability.
(c) Termination by the Company
Without Good Cause. The Company shall have the right to
terminate the Executive’s employment hereunder without Good Cause (as such term
is defined herein) by written notice to the Executive.
(d) Termination by the Company
for Good Cause. The Company shall have the right to terminate
the employment of the Executive for Good Cause by written notice to the
Executive specifying the particulars of the circumstances forming the basis for
such Good Cause.
(e) Voluntary Resignation by the
Executive. The Executive shall have the right to voluntarily
resign her employment hereunder for other than Good Reason (as such term is
defined herein) by written notice to the Company.
(f) Resignation by the Executive
for Good Reason. The Executive shall have the right to
terminate her employment for Good Reason by written notice to the Company
specifying the particulars of the circumstances forming the basis for such Good
Reason.
(g) Termination
Date. The “Termination Date” is
the date as of which the Executive’s employment with the Company
terminates. Any notice of termination given pursuant to the
provisions of this Agreement shall specify the Termination Date.
(h) Certain
Definitions. For purposes of this Agreement, the following
terms shall have the following meanings:
(i) “Disability” shall
mean an inability by the Executive to perform a substantial portion of the
Executive’s duties hereunder by reason of physical or mental incapacity or
disability for a total of one hundred twenty days or more in any consecutive
period of three hundred and sixty five days, as determined by the Board in its
good faith judgment.
(ii) “Good Cause” as used
herein, shall mean:
(A) the
commission of a felony, or a crime involving moral turpitude, or the commission
of any other act or omission involving dishonesty, disloyalty, or fraud with
respect to the Company;
(B)
conduct tending to bring the Company or any of its affiliates into substantial
public disgrace or disrepute;
(C)
substantial and repeated failure to perform duties as reasonably directed by the
Board;
(D) gross
negligence or willful misconduct with respect to the Company or any of its
affiliates; or
(E) any
material misrepresentation by the Executive under this Agreement; provide, however, that such
Good Cause shall not exist unless the Company shall first have provided the
Executive with written notice specifying in reasonable detail the factors
constituting such Good Cause, as applicable, and such factors shall not have
been cured by the Executive within thirty days after such notice or such longer
period as may reasonably be necessary to accomplish the cure.
(iii) “Good Reason” means
the occurrence of any of the following events:
(A) the assignment to the Executive of
any duties inconsistent in any material respect with the Executive’s then
position (including status, offices, titles and reporting relationships),
authority, duties or responsibilities, or any other action or actions by the
Company which when taken as a whole results in a significant diminution in the
Executive’s position, authority, duties or responsibilities, excluding for this
purpose any isolated, immaterial and inadvertent action not taken in bad faith
and which is remedied by the Company promptly after receipt of notice thereof
given by the Executive;
(B) a material breach by the Company
of one or more provisions of this Agreement, provided that such Good Reason
shall not exist unless the Executive shall first have provided the Company with
written notice specifying in reasonable detail the factors constituting such
material breach and such material breach shall not have been cured by the
Company within thirty days after such notice or such longer period as may
reasonably be necessary to accomplish the cure;
(C) the Company requiring the
Executive to be primarily based at any location other than a location other than
Beijing, except for the requirements of temporary travel on the Company’s
business; and
(D) any purported termination by the
Company of the Executive’s employment otherwise than as expressly permitted by
the Agreement.
(E) A Change in Control
whereby:
(i) A
person (other than a person who is an officer or director of the Company on the
Effective Date), including a group as defined in the Securities Exchange Act of
1934, as amended, becomes, or obtains the right to become, the beneficial owner
of the Company’s securities having fifty one percent or more of the combined
voting power of then outstanding securities of the Company;
(ii) The Company
consummates a merger in which it is not the surviving entity;
(iii) All or substantially all of the
Company’s assets are sold;
(iv) The Company’s shareholders
approve the dissolution or liquidation of the Company.
11. Obligation
of Company on Termination or Resignation. If terminated by the
Company without Good Cause, if resigned from the Company for Good Reason, the
Executive is entitled to receive as severance (a) the Base Salary and
reimbursement of Expenses contemplated hereunder for a period of twelve months,
and (b) all Options granted but not yet vested shall immediately vest and shall
be exercisable.
12. Covenants
of Executive.
(a) Confidentiality.
(i) The Executive
recognizes that the Executive’s position with the Company is one of trust and
confidence. The Executive acknowledges that, the Company has devoted
substantial time and effort and resources to developing the Company’s business
and clients, and that during the course of the Executive’s employment with the
Company, the Executive will necessarily become acquainted with confidential
information relating to the clients or potential clients (including names,
addresses and telephone numbers) of the Company, and the Company’s investments
or potential investments in and/or financings and/or potential financings to be
provided to these clients or potential client, and trade secrets, processes,
methods of operation and other information, which the Company regards as
confidential and in the nature of trade secrets (collectively, “Confidential
Information”). The Executive acknowledges and agrees that the
Confidential Information is of incalculable value to the Company and that the
Company would suffer damage if any of the Confidential Information was
improperly disclosed.
(ii) The Executive
recognizes that because of the opportunities and support so provided to the
Executive and because of the Executive’s access to the Company’s Confidential
Information, Executive would be in a unique position to divert business from the
Company and to commit irreparable damage to the Company were the Executive be
allowed to divulge any of the Confidential Information.
(iii) The Executive agrees
that the Executive will not, at any time during or after the termination of the
Executive’s relationship with the Company regardless of whether termination is
initiated by either Executive or the Company, reveal, divulge, or make known to
any person, firm or corporation, any Confidential Information made known to the
Executive or of which the Executive has become aware, regardless of whether
developed, prepared, devised or otherwise created in whole or in part by the
efforts of the Executive, except and to the extent that such disclosures is
necessary to carry out the Executive’s duties of the Company. The
Executive further agrees that the Executive shall retain all Confidential
Information in trust for the sole benefit of the Company, and will not divulge
or deliver or show any Confidential Information to any unauthorized person
including, without limitation, any other employer of the Executive, and the
Executive will not make use thereof in an independent business related to the
business of the Company; provided, however, that the
Executive has no obligation, express or implied, to refrain from using or
disclosing to others any such knowledge or information which is or hereafter
shall become available to the public other than through disclosure by the
Executive.
(iv) The Executive agrees
that, upon termination of the Executive’s employment with the Company, for any
reason whatsoever, or for no reason, and at any time, the Executive shall return
to the Company all papers, documents and other property of the Company placed in
the Executive’s custody or obtained by the Executive during the course of the
Executive’s employment which relate to Confidential Information, and the
Executive will not retain copies of any such papers, documents or other property
for any purpose whatsoever.
(b) Non-Competition. The
Company is in the business of processing, distributing, and selling
pharmaceutical products (the “Business”). The Executive acknowledges that during
her employment with the Company she will become familiar with trade secrets and
other information relating to the Company, and that her services have been and
will be of special, unique and extraordinary value to the
Company. Therefore, Executive agrees that during the Employment
Period, and for one year thereafter (collectively, the “Non-Compete Period”),
she will not directly or indirectly own, manage, control, participate
in, consult with, render services for, or in any other manner engage in any
business, or as an investor in or lender to any business (in each case
including, with limitation, on her own behalf or on behalf of another entity)
which competes either directly or indirectly with the Company in the Business,
in any market in which the Company is operating, or is considering operating at
any given point in time during the Employment Period, or as of the end of the
Employment Period if the Employment Period has ended. Nothing in this
section will deemed to prohibit the Executive from being a passive owner of less
than 5% of the outstanding stock of a corporation engaged in a competing
business as described above of any class which is publicly trade, so long as the
Executive has no direct or indirect participation in the business of such
corporation.
(c) Non-Solicitation of
Business. The Executive will not, during the Employment
Period, or at any time within the one year period immediately following her
termination from employment, regardless of whether termination is initiated by
the Executive or by the Company, for any reason, solicit or assist any other
person to solicit, whether directly or indirectly, any business (other than for
the Company) from any entity: (i) into which the Company has invested; (ii) for
which the Company has provided financing; (iii) for which the Company has been
engaged to provide any kind of services, including but not limited to, advisory
services and providing financial analyses; (iv) that has either invested in, or
participated in a financing for, a client of the Company; or (v) that has either
been solicited by the Company to invest in, or participate in a financing for, a
client of the Company.
(d) Non-Solicitation of
Employees and Independent Contractors. The Executive will not,
during the Employment Period, or at any time following her termination from
employment, regardless of whether termination is initiated by Executive or by
the Company, for any reason, directly or indirectly (i) induce or attempt to
induce any employee or full-time independent contractor of the Company to leave
the employment or contracting relationship with the Company, or in any way
interfere with the relationship between the Company and any employee or
full-time independent contractor thereof, (ii) solicit for employment or as an
independent contractor any person who was an employee or full-time independent
contractor of the Company at any time during the Employment Period, or (iii)
induce or attempt to induce any customer, supplier or other business relation of
the Company to cease doing business with the Company or in any way interfere
with the relationship between any such customer, supplier or other business
relation and the Company.
(e) Work
Product. The Executive agrees that all innovations,
inventions, improvements, developments, methods, designs, analyses, drawing,
reports, and all similar or related information which relate to the Company’s
Business, or any business which the Company has taken significant action to
pursue, and which are conceived, developed or made by the Executive during the
Employment Period (any of the foregoing, hereinafter “Work Product”),
belong to the Company. The Executive will promptly disclose all such
Work Product to the Board and perform all actions reasonably requested by the
Board (whether during or after the Employment Period) to establish and confirm
such ownership (including, without limitation, assignments, consents, powers of
attorney and other instruments).
(f) No
Conflict. The Executive represents and warrants to the Company
that the Executive is not a party or bound by any employment agreement,
non-compete agreement or confidentiality agreement with any other person or
entity or any other agreement which would prevent or limit her ability to enter
into this Agreement or perform her obligations hereunder.
13. Indemnification. To
the fullest extent permitted by law and other relevant statutes, the Company
will indemnify and hold harmless the Executive against any actual action, suit
or proceeding, whether civil, criminal, or administrative, arising by reason of
Executive’s status as a director, officer, employee and/or agent of the Company
or any of its affiliates during the Executive’s employment or the Executive’s
status, if any, as a trustee or other fiduciary of any employee benefit plan
sponsored by the Company or its affiliates. In addition, to the
fullest extent permitted by law, the Company will pay or reimburse the Executive
for any costs and expenses, including reasonably attorney’s fees, the Executive
incurs arising from any claim as to which the Company is providing
indemnification hereunder.
14. Severability. Should
any provision of this Agreement be held, by a court of competent jurisdiction,
to be invalid or unenforceable, such invalidity or unenforceability shall not
render the entire Agreement invalid or unenforceable, and this Agreement and
each other provision hereof shall be enforceable and valid to the fullest extent
permitted by law.
15. Successors
and Assigns.
(a) This Agreement and all
rights under this Agreement are personal to the Executive and shall not be
assignable other than by will or the laws of descent. All of the
Executive’s rights under the Agreement shall inure to the benefit of her
personal representatives or other legal representatives, as the case may
be.
(b) This Agreement shall
inure to the benefit of and be binding upon the Company and its successors and
assigns. Any entity succeeding to the business of the Company by
merger, purchase, consolidation or otherwise shall assume by contract or
operation of law the obligations of the Company under this
Agreement.
16. Arbitration. [Arbitration
terms applicable to Company Executives]
17. Complete
Understanding. Except as expressly provided below, this
Agreement supersedes any prior contracts, understandings, discussions and
agreements relating to employment between the Executive and the Company and
constitutes the complete understanding between the parties with respect to the
subject matter hereof. No statement, representation, warranty or
covenant has been made by either party with respect to the subject matter hereof
except as expressly set forth herein.
18. Modification and
Waiver.
(a) This Agreement may be
amended or waived if, and only if, such amendment or waiver is in writing and
signed, in the case of an amendment, by the Company and the Executive or in the
case of a waiver, by the party against whom the waiver is to be
effective. Any such waiver shall be effective only to the extent
specifically set forth in such writing.
(b) No failure or delay by
any party in exercising any right, power or privilege hereunder shall operate as
a waiver thereof, nor shall any single or partial exercise thereof preclude any
other or further exercise thereof or the exercise of any other right, power or
privilege.
IN WITNESS WHEREOF, the
Company has caused this Agreement to be duly executed in its corporate name by
one of its officers duly authorized to enter into and execute this Agreement,
and the Executive has manually signed her name.
|
RENHUANG
PHARMACEUTICALS, INC.
|
|||
|
|
By:
|
/s/
Li Shaoming
|
|
|
Witness
-
|
Name:Li
Shaoming
|
||
|
Title:CEO
and President of Renhuang
|
|||
|
/s/
Yan Xx Xxxx
|
|||
|
Witness
-
|
Name:
Yan Xx
Xxxx
|
SCHEDULE
A
SHARE
OPTIONS
|
Grant Date*
|
Number of Shares Issuable
Upon Exercise
|
Exercise Price
|
||||||
|
Commencement
Date
|
50,000 | $ | 1.00 | |||||
|
12
month anniversary of the Commencement Date
|
50,000 | $ | 1.00 | |||||
|
24
month anniversary of the Commencement Date
|
50,000 | $ | 1.00 | |||||
* The
options shall vest on the 12 month anniversary of their respective Grant Dates,
conditional upon the Executive’s continued employment with the Company as of
each such Vesting Date
