EMPLOYMENT AGREEMENT
EXHIBIT
10.19
This
Agreement (this “Agreement”)
is entered into by and among China Shandong Industries, Inc., a Delaware
corporation (the “Company”)
and subsidiaries, and Xxx Xx (Xxxxx Xx) (the “Employee”),
effective as of March 30, 2010 (“Effective Date”).
WHEREAS,
the Company desires to employ the Employee on the terms and conditions set forth
herein, and the Employee desires to be employed by the Company in such
capacity on such terms and conditions.
NOW,
THEREFORE, in consideration of the mutual promises contained herein, and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:
1. Employment. The
Company hereby employs the Employee, and the Employee hereby accepts such
employment on the terms and conditions hereinafter set forth.
2. Term of Employment.
The initial term of employment under this Agreement shall be thirteen months
period commencing on the Effective Date (the “Term”)
unless the Agreement is terminated earlier in accordance with the provisions
herein; provided that such Term will be extended upon the same terms and
conditions contained herein and any additional terms and conditions upon
expiration of the Term as mutually agreed by both parties (an “Extended
Term”) unless a written notice of nonrenewal is given by either party at
least thirty (30) days prior to the expiration date of the Term or the Extended
Term, as the case may be.
3. Duties. The Employee
shall be appointed as Secretary and General Counsel and, as such, the Employee
shall perform such duties and possess such authorities and privileges consistent
with such position and such duties and rights as may reasonably be assigned by
and subject to the direction of the Company’s Chief Executive Officer or any
other executive officer in similar capacities in writing from time to time
during the Term. The Employee agrees to devote his best efforts in such
capacities as set forth herein to the business of the Company.
Corporate
Secretary’s Responsibility. The Executive agree to perform Secretary and General
Counsel’s responsibilities for the Company and its USA and China subsidiaries as
following:
|
|
·
|
Is
a member of the Board；
|
|
|
·
|
Maintains
records of the board and ensures effective management of organization's
records;
|
|
|
·
|
Manages
minutes of board meetings;
|
|
|
·
|
Ensures
minutes are distributed to members shortly after each
meeting;
|
|
|
·
|
Is
sufficiently familiar with legal documents (articles, by-laws, IRS
letters, etc.) to note applicability during
meetings.
|
|
|
·
|
Assist
CEO in implementing fund-raising, road show, takeover and
mergers
|
|
|
·
|
Connect
the company with other parties, coordinate activities and communicate
updated information as the delegate of CEO during the period of
fund-raising, takeover and mergers
|
|
|
·
|
Negotiate
with other parties on behalf of the company after being delegated by
CEO
|
|
|
·
|
Perform
legal and financial Due Diligence Investigation by organizing resources
and coordinate relevant departments as required by other
parties
|
1 of
4
|
|
·
|
Assist
CEO in general management of the company and help connecting, coordinating
and communicating with other parties as the delegate of
CEO
|
|
|
·
|
Accomplish
other tasks assigned as the assistant of
CEO
|
General
Counsel’s Responsibility:
|
|
·
|
Draft
and/or localize agreements;
|
|
|
·
|
Take
part in negotiations of agreements with customers and/or customers’ legal
counsel(s);
|
|
|
·
|
Support
all internal shareholders on a continuous basis with all issues which are
in the field of legal while ensuring compliance with PRC
law;
|
|
|
·
|
Assist
in the handling of claims, settlement and
litigation;
|
|
|
·
|
Assist
in corporate household and M&A
matters;
|
|
|
·
|
Maintaining
the hard copy and electronic filing
systems;
|
|
|
·
|
Audit
relevant legal documents during the period of fund-raising, takeover,
restructuring and mergers
|
|
|
·
|
Draft
and audit legal documents as assigned by
CEO
|
|
|
·
|
Perform
advisory opinions as required by other parties in relation to company
activities such as fund-raising, takeover, restructuring and
mergers
|
|
|
·
|
Perform
other tasks that are appropriate for and required by an in-house company
lawyer and the Company..
|
4. Compensation. The
Employee’s compensation (the “Compensation”)
shall consist of the following:
4.1 Secretary
Annual Base Salary. The Employee shall be paid an annual base salary
equivalent to approximately RMB360,000 per year, executed from May 1, 2010,
payable in equal monthly installments once every month, by the Company or its
designated subsidiaries or affiliates.
4.2 General Counsel Annual Base Salary. The Employee’s Law Office shall be paid
an annual base salary equivalent to approximately RMB140,000 per year, executed
from May 1, 2010, payable in equal monthly installments once every month, by the
Company or its designated subsidiaries or affiliates.
5. Expenses. The
Employee works in her existing inhabited place, Heze. The Employee shall be
reimbursed for all reasonable and documented expenses for travel, communication,
network cost. The Employee shall provide receipts of such expenses.
6. Termination.
Notwithstanding Section 2 above, the
Employee’s employment with the Company may be terminated by the
Company at any time during the Term or the Extended Term, as the case may
be (“Early
Termination”) for any reason upon 30 days prior written
notice.
7. Effect upon Termination. In the
event of Early Termination within thirty (30) days following the date of such
Early Termination, the Company shall pay the Employee any accrued but unpaid
cash salary.
8. Indemnification. The
Company shall indemnify, defend and hold the Employee harmless for all
losses, costs, expenses or liabilities based upon or related to acts, decisions
or omissions made by the Employee in good faith while performing services within
the scope of his employment for the Company. The Company’s obligation
under this Section 10 shall survive any termination or expiration of the
Employee’s employment.
9. Confidential
Information. The Employee agrees that both during the Term and for two
(2) years thereafter to keep secret and confidential all information labeled
confidential or not generally known which is heretofore or hereafter acquired
concerning the business and affairs of the Company, including without
limitation, information regarding trade secrets, proprietary processes,
confidential business plans, market research data and financial data, and
further agrees not to disclose any such information to any person, firm, or
corporation or use the same in any manner other than in furtherance of the
business or affairs of the Company or unless such information shall become
public knowledge by other means. The Employee agrees that such
information is a valuable, special, and unique asset of Company. Upon the
termination of the Employee’s employment with Company, the Employee shall
immediately return to the Company all documents, records, notebooks, and similar
repositories of information relating to confidential information of the Company
and/or the development of any inventions. The provisions of this Section 11
shall survive the termination of this Agreement and the Employee’s employment
for one year.
2 of
4
10. Notice. Any and all
notices or other communications of deliveries required or permitted to be
provided hereunder shall be deemed to have been duly given if in writing and
hand delivered or sent by certified or registered mail, return receipt
requested, to the appropriate address indicated below or to such other address
as may be given in a notice sent to all parties hereto:
|
(a)
|
If
to the Company, to:
|
|
|
Xxxxxxxx
Xx
|
||
|
Xx.
0000 Xxxxxx Xxxx,
Xxxxxxxxxxx
Xxxx Cao County
Shandong
Province 274400 PRC
|
||
|
(b)
|
If
to the Employee by email or to the address or facsimile number that is on
file with the Company from time to time, as may be updated by the
Employee.
|
11. Entire Agreement. Except as
provided below, this Agreement contains the complete agreement and understanding
concerning the employment arrangement between the parties and shall supersede
all other agreements, understandings or commitments between the parties as to
such subject matter.
12. Parties
Bound. The terms, promises, covenants, and agreements contained in
this Agreement shall apply to, be binding upon, and inure to the benefit of the
parties hereto and their respective subsidiaries, affiliates, successors and
assigns (whether direct or indirect, by purchase, merger, consolidation or
otherwise); provided, however, that this Agreement may not be assigned by the
Company or the Employee without the prior written consent of the other
party.
13. Modification; Waiver.
No provision of this Agreement may be modified, waived or discharged unless
modification, waiver or discharge is agreed to in writing signed by the Employee
and the Company. No waiver by either party at any time of any breach by the
other party of, or compliance with, any condition or provision of this Agreement
to be performed by such other party will be deemed a waiver of similar or
provisions or conditions at the same or at any prior or subsequent
time.
14. Governing Law and jurisdiction.
The validity of this Agreement and any of the terms or provisions as well as the
rights and duties of the parties hereunder shall be governed by the laws of PRC,
without reference to any conflict of law or choice of law principles thereof and
subject to the exclusive jurisdiction of the courts by the Address of Shandong
Caopu Arts & Crafts Company Ltd.
15 Validity. The
invalidity or unenforceability of any provision or provisions of this Agreement
will not affect the validity or enforceability of any other provision of this
Agreement, which will remain in full force and effect.
16. Counterparts. This
Agreement may be executed in multiple original counterparts, each of which shall
be deemed an original and all of which together shall constitute but one and the
same document.
3 of
4
IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first
written above.
4 of
4
