EMPLOYMENT AGREEMENT
EXHIBIT 10.1
This
employment agreement (this "Agreement"), dated as of November 20, 2008 (the
"Effective Date"), is made by and between China Dasheng Biotechnology Company, a
Nevada corporation and Xx. Xxxxxx Xxxxx (the "Executive") (each, a "Party" and
together, the "Parties").
WHEREAS, the Parties wish to establish the terms of the Executive's employment
by the Company;
NOW, THEREFORE, in consideration of the foregoing, of the mutual promises
contained herein and of other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties, intending to be
legally bound, hereby agree as follows:
1. POSITION/DUTIES.
(a) During
the Employment Term (as defined in Section 2 below), the Executive shall serve
as Chief Executive Officer of the Company. In this capacity the Executive
shall have such duties, authorities and responsibilities commensurate with the
duties, authorities and responsibilities of persons in similar capacities in
similarly sized companies and such other reasonable duties and responsibilities
as the Board of Directors of the Company (the "Board") shall
designate. The Executive shall report directly to the Board of
Directors and obey the lawful directions of the Board.
(b) During
the Employment Term, the Executive shall perform all duties as
Chief Executive Officer of the Company, including without
limitation: The Executive shall perform all duties associated with
the Company's overall day to day operations, including but not limited to,
working with other management members to develop the existing business;
positively promoting and diversifying the existing business segments to realize
goal of operating results set forth by the
Board; looking for potential opportunities
of acquisition deals; building up productive
operating system with Chief Financial Officer.
(c) During
the Employment Term, the Executive shall use his best efforts to perform his
duties under this Agreement and shall devote all of his business time, energy
and skill in the performance of his duties with the Company. The
Executive shall not be directly or indirectly engaged or concerned in any other
business activity during the Employment Term.
2. EMPLOYMENT
TERM.
Except for earlier termination, the Executive's employment under this Agreement
shall be for a five-year term commencing on the Effective Date and ending
on November 20, 2013 (the "Initial Term"). Base upon mutual
consent, with a written notice that signed by both Parties within
the first 30 days right after the termination, the Initial Term shall
be extended for additional terms of successive five-years period (the
"Additional Term"). The Initial Term and any Additional Term shall be referred
to herein as the "Employment Term."
3. BASE
SALARY.
The Company agrees to pay to the Executive a base annum salary at RMB 120,000,
payable in accordance with the regular payroll practices of the
Company.
4. TERMINATION.
The Executive's employment and the Employment Term shall terminate on the first
of the following to occur:
(a) Death. The
Agreement terminates automatically on the date of death of the
Executive.
(b) Cause. Immediately
upon written notice by the Company to the Executive of a termination for Cause.
"Cause" shall mean, as determined by the Board (or its designee) (1) conduct by
the Executive in connection with his employment duties or responsibilities that
is fraudulent, unlawful or grossly negligent; (2) the willful misconduct of the
Executive; (3) the willful and continued failure of the Executive to perform the
Executive's duties with the Company (other than any such failure resulting from
incapacity due to physical or mental illness); (4) the commission by the
Executive of any felony (or the equivalent under the law of the People's
Republic of China) or any crime involving moral turpitude; (5) violation of any
material policy of the Company or any material provision of the Company's code
of conduct, employee handbook or similar documents; or (6) any material breach
by the Executive of any provision of this Agreement or any other written
agreement entered into by the Executive with the Company.
(c) Without Cause. On
the sixtieth (60th) day following written notice by the Company to the Executive
of an involuntary termination without Cause, other than for death.
5. CONSEQUENCES OF
TERMINATION.
(a) Death. Upon the
termination of the Employment Term because of the Executive's death, the
Executive's estate shall be entitled to any Accrued Benefits.
(b) Termination for Cause. Upon
the termination of the Employment Term by the Company for Cause or by either
party in connection with a failure to renew this Agreement, the Company shall
pay to the Executive any Accrued Benefits.
6. PROTECTION OF THE
COMPANY'S BUSINESS.
The Executive acknowledges that during the course of his employment by
the Company (prior to and during the Employment Term) he has and will occupy a
position of trust and confidence. The Executive shall hold in a fiduciary
capacity for the benefit of the Company and shall not disclose to others or use,
whether directly or indirectly, any Confidential Information regarding the
Company, except (i) as in good faith deemed necessary by the Executive to
perform his duties hereunder, (ii) to enforce any rights or defend any claims
hereunder or under any other agreement to which the Executive is a
party, provided that such disclosure is relevant to the
enforcement of such rights or defense of such claims and is only disclosed in
the formal proceedings related thereto, (iii) when required to do so by a court
of law, by any governmental agency having supervisory authority over the
business of the Company or by any administrative or legislative body (including
a committee thereof) with jurisdiction to order him to divulge, disclose or make
accessible such information, provided that the Executive shall give
prompt written notice to the Company of such requirement, disclose no more
information than is so required, and cooperate with any attempts by the Company
to obtain a protective order or similar treatment, (iv) as to such Confidential
Information that shall have become public or known in the Company's industry
other than by the Executive's unauthorized disclosure, or (v) to the Executive's
spouse, attorney and/or his personal tax and financial advisors as reasonably
necessary or appropriate to advance the Executive's tax, financial and other
personal planning (each an "Exempt Person"), provided, however, that any
disclosure or use of Confidential Information by an Exempt Person shall be
deemed to be a breach of this Section 10(a) by the Executive. The
Executive shall take all reasonable steps to safeguard the Confidential
Information and to protect it against disclosure, misuse, espionage, loss and
theft. The Executive understands and agrees that the Executive shall
acquire no rights to any such Confidential Information. "Confidential
Information" shall mean information about the Company, its subsidiaries and
affiliates, and their respective clients and customers that is not disclosed by
the Company and that was learned by the Executive in the course of his
employment by the Company, including, but not limited to, any proprietary
knowledge, trade secrets, data and databases, formulae, sales, financial,
marketing, training and technical information, client, customer, supplier and
vendor lists, competitive strategies, computer programs and all papers, resumes,
and records (including computer records) of the documents containing such
Confidential Information.
7. INDEMNIFICATION.
The
Executive shall be indemnified to the extent permitted by the Company's
organizational documents and to the extent required by law.
8. SEVERABILITY.
The provisions of this Agreement shall be deemed severable and the invalidity of
unenforceability of any provision shall not affect the validity or
enforceability of the other provisions hereof.
9. COUNTERPARTS.
This Agreement may be executed in several counterparts, each of which
shall be deemed to be an original but all of which together will constitute one
and the same Agreement.
