EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (“Agreement”)
is made and entered into by and between China Century Dragon Media, Inc.
(“Company”), a Delaware corporation, and Dapeng Duan (“Employee”), effective on
the date indicated below. (Company and Employee are sometimes referred to herein
as “Party” or collectively as the “Parties.”)
RECITALS
WHEREAS, the Company wishes to employ
Employee and the Employee has agreed to supply his service in the capacity of
Chief Financial Officer with duties encompassing the operations of the Company
and the Company’s subsidiaries, on the terms and conditions set out in this
Agreement.
NOW, THEREFORE, in consideration of the
mutual promises and covenants contained herein, and the continued employment of
Employee by the Company under this Agreement, the Parties agree as
follows:
ARTICLE
1
EMPLOYMENT
Company hereby employs Employee and
Employee hereby accepts employment from Company, effective as of August 3, 2010
(the “Effective Date”). Employee agrees to perform the services and to comply
faithfully with his obligations of employment, under the terms and conditions
specified in this Agreement, and pursuant to the policies and procedures of the
Company that may be issued from time to time.
ARTICLE
2
TERM
Section
2.1 Initial
Term and Renewal. The initial term of this Agreement shall be for a
period of twelve (12) months commencing on the Effective Date (the “Initial
Term”), unless terminated earlier pursuant to the provisions of Article 5 of
this Agreement. This Agreement shall automatically renew for an additional one
(1) year period of employment on the expiration date of the Initial Term (each,
a “Subsequent Term”), and on each successive anniversary date thereafter (each
such date, an “Expiration Date”), unless either party gives written notice to
the other party at least ninety (90) days prior to any Expiration Date that the
Agreement is not being renewed and shall terminate on that Expiration Date,
unless terminated earlier pursuant to the provisions of Article 5 of this
Agreement. The Initial Term and each successive one year period thereafter
during which Employee shall perform services pursuant to this Agreement shall be
referred to herein as the “Term.”
ARTICLE
3
COMPENSATION
AND BENEFITS
Section
3.1 Base
Salary. For all of the services to be rendered by Employee hereunder,
Company shall pay to Employee an annual base salary of $90,000.00 (“Salary”),
beginning on the Effective Date of this Agreement. The monthly salary should be
paid within 5 days after the employee has provided the service. Any base Salary
payable hereunder shall be paid in accordance with the Company’s regular payroll
practices, as in effect from time to time.
Section
3.2 Adjustment
to Salary. Employee’s Salary may be changed from time to time by mutual
agreement of the Employee and the Company. Any such agreement shall be evidenced
by a written amendment of this Agreement and signed by both
Parties.
Section
3.3 Medical
and Dental Benefits. Company shall reimburse Employee for standard
corporate-style healthcare insurance coverage. The healthcare insurance is
included in the annual salary.
Section
3.4 Company
Paid Holidays. Employee will be eligible for all Company paid holidays
that are provided to employees of the Company.
Section
3.5 Paid
Leave. Employee shall be entitled to accrue fifteen (15) days of
paid leave (vacation,
sick, and personal) each year. In exercising paid leave, Employee shall take
into consideration his duties and shall take leave at times mutually agreeable
to Employee and the Company.
Section
3.6 Reimbursement
of Expenses. Employee shall be reimbursed for reasonable travel, hotel,
entertainment, and other business related expenses. All reimbursement of
expenses are subject to the Company’s policies in effect at the time on
pre-approval of certain business expenses and reimbursement procedures. Employee
shall produce satisfactory supporting vouchers, receipts, and other
documentation in connection with such expenses before such reimbursement is made
in accordance with applicable Company policy.
ARTICLE
4
DUTIES
AND RESPONSIBILITIES
Section
4.1 Duties of
Employee. Employee agrees to serve as Chief Financial Officer, and will
report to the Chief Executive Officer and the Company’s Board of Directors.
Employee shall perform the duties and functions and have the responsibilities
commensurate with such position as may be assigned from time to time. Employee’s
duties as Chief Financial Officer shall encompass the operations of the Company
and the Company’s subsidiaries. Employee shall use his best skills and ability,
consistent with sound business practices, to faithfully and diligently perform
his duties and responsibilities hereunder. Employee shall devote his full
working time and attention to the business of the Company and its related
entities.
During his employment with Company,
Employee shall not (i) engage in any other employment or business opportunity
outside of his employment with the Company that may interfere with his ability
to perform his duties under this Agreement, without the express written
authorization of the Company; or (ii) engage, directly or indirectly, in any
other employment, business, commercial, or professional activity (whether or not
pursued for pecuniary advantage) that is or may be competitive with, or that
might create a conflict of interest with, the business of Company or Company’s
related entities or affiliates.
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Section
4.2 Compliance
with Law. Employee agrees to comply with any and all governmental laws,
regulations, and policies in connection with his actions as an employee of the
Company. Employee shall conduct himself in accordance with the highest business
standards as are reasonably and customarily expected of such position. Employee
agrees to fully cooperate and participate in any investigation conducted by the
Company relating to its interests or as may be required by applicable
law.
Section
4.3 Policies
and Procedures. Employee agrees to abide by all Company policies and
procedures. Company may issue policies, rules, regulations, guidelines,
procedures or other informational material, whether in the form of handbooks,
memoranda, or otherwise, relating to its employees and Employee agrees to comply
with all such policies applicable to Employee.
Section
4.4 Confidential
Information and Trade Secrets. Employee acknowledges that, as a condition
of his employment hereunder, Employee agrees to execute and abide by the
Company’s confidentiality, non-disclosure, invention assignment, and similar
agreements that are presented to Employee to protect the Company’s trade secret,
proprietary and business interests. Employee hereby acknowledges and agrees that
such agreements shall survive termination of employment and this Agreement and
shall remain in force following such termination regardless of the reason for
the termination.
ARTICLE
5
TERMINATION
Employee’s employment relationship with
the Company will terminate upon the occurrence of one of the following defined
events, which shall effect a termination of this
Agreement
on the effective date of any such termination of employment (the “Termination
Date”):
Section
5.1 The
Employee’s Right to Terminate. The Employee may terminate
his obligations under this Agreement during the Term:
(i) Termination by Employee for
Convenience: at any time upon providing thirty (30) day notice in writing
to the Company; or
(ii) Good Reason: for
“Good Reason.” “Good Reason” means any of the following, without the Employee’s
written consent: (a) upon a material breach or default of any term of this
Agreement by the Company, or (b) any material reduction in the Employee’s
duties, position, authority or responsibilities with the Company relative to the
duties, position, authority or responsibilities in effect immediately prior to
such reduction; provided that Company has not cured or remedied such Good Reason
within fifteen (15) days after written notice of the Good Reason from the
Employee.
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Section
5.2 The
Company’s Right to Terminate for “Cause”. The Company may immediately
terminate the Employee’s employment for “Cause” under this Agreement at any time
during the Term upon the occurrence of any of the following events:
(i) Employee
commits an act or acts of dishonesty, fraud, embezzlement, or misappropriation
of funds or proprietary information in connection with his employment duties or
responsibilities; or
(ii) Employee’s
conviction of, or plea of nolo contendere to, a felony or a crime involving
moral turpitude (other than minor traffic violations); or
(iii) Employee
materially breaches his obligations under this Agreement, including failure to
perform his job duties satisfactorily or failure to follow Company policies or
any directive of the Company, if such failure or refusal is not cured by
Employee within ten (10) days after receiving written notice of such from the
Company; or
(iv) Employee’s
willful or gross misconduct in connection with his employment
duties.
Section
5.3 Company’s
Right to Terminate Without Cause. The Company may terminate
the Employee’s employment under this Agreement at any time during the Term at
the discretion of the Company, without Cause, after the Employee has received
thirty (30) days prior written notice from the Company.
Section
5.4 Death or
Disability. The
Employee’s employment under this Agreement shall also terminate upon the
occurrence of the following:
(i) the
Employee’s employment under this Agreement shall automatically terminate upon
the occurrence of the death of the Employee during the Term of this Agreement;
or
(ii)
notice of termination from the Company after the Employee has become permanently
disabled, or disabled for a period exceeding 180 consecutive days or 180 days
calculated on a cumulative basis over any one year period during the Term of
this Agreement, such that Employee is no longer able to perform the essential
functions of his job even with reasonable accommodation pursuant to applicable
law.
Section
5.5 Compensation
Due to the Employee on Termination. In the event of the
termination of the Employee’s employment under this Agreement pursuant to any
provision as set forth above, the Company shall pay to the Employee on the date
of termination only the amount of Salary pursuant to Section 3.1 of this
Agreement that is earned but unpaid as of the date of termination, as well as
any accrued but unused Paid Leave, and any unreimbursed business expenses
incurred as of the termination date pursuant to Section 3.7 of this Agreement,
but Employee shall not be entitled to receive any other payments, compensation
or benefits from the Company under this Agreement, except as expressly set forth
below:
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(i) In
the event of the termination of the Employee’s employment under this Agreement
pursuant Section 5.1 (ii) (Good Reason) above, the Company shall pay to the
Employee a severance payment in an amount equal to three (3) months of the
Employee’s annual Salary at the time of termination pursuant to Section 3.1 of
this Agreement, less applicable statutory deductions and withholdings, to be
paid, at the Company’s discretion, in a lump sum or such regular intervals over
the 3 month period as shall be determined by the Company, provided that Employee
signs a standard release of all claims as presented by the Company.
(ii) In
the event of the termination of the Employee’s employment under this Agreement
pursuant Section 5.3 (Company’s Right to Terminate Without Cause) above, the
Company shall pay to the Employee a severance payment in an amount equal to the
Employee’s annual Salary at the time of termination pursuant to Section 3.1 of
this Agreement for remainder of the Initial Term or any Subsequent Term, as
applicable, less applicable statutory deductions and withholdings, to be paid,
at the Company’s discretion, in a lump sum or such regular intervals over the
period as shall be determined by the Company, provided that Employee signs a
standard release of all claims as presented by the Company.
Section
5.6 Payment
in Lieu of Notice.
Company reserves the right (but is not obligated) to make a payment in
lieu of any notice of termination of employment which
Company
or Employee is required to give.
Section
5.7 Return of
Company Property. Upon the termination of employment for any reason,
Employee shall promptly return to Company any and all equipment or property
owned by Company including, but not limited to, any and all client materials,
copies of documents and photographs, models, prototypes, tools, and supplies, as
well as inventory, records, documents, manuals, reports, customer lists,
operations manuals, and any other written information, records, or books
relating in any manner whatsoever to the business of Company, whether prepared
by Company or otherwise coming into Employee’s possession.
ARTICLE
6
MISCELLANEOUS
Section
6.1 Notices.
Any notice given under this Agreement shall be sufficient if given in writing
and personally delivered or sent by registered or certified mail, return receipt
requested, postage prepaid, to the Company at its principal place of business or
to Employee at his last known residence address.
Section
6.2 Governing
Law. This Agreement shall be interpreted, construed, and governed under
and according to the laws of the State of California.
Section
6.3 Change,
Modification, Waiver. No change or modification of this
Agreement
shall be valid unless it is in writing and signed by each of the Parties hereto.
No waiver of any provision of this Agreement shall be valid unless it is in
writing and signed by the Party against whom the waiver is sought to be
enforced. The failure of a Party of insist upon strict performance of any
provision of this Agreement in any one or more instances shall not be construed
as a waiver or relinquishment of the right to insist upon strict compliance with
such provision in the future.
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Section
6.4 Entire
Agreement. This Agreement constitutes the entire, final and complete and
exclusive agreement between the Parties regarding the subject matter hereof and
supersedes all previous agreements or representations, whether written, oral or
implied, with respect to employment by the Company provided, however, the
Employee shall remain bound by any confidentiality, nondisclosure, and invention
assignment agreement(s) previously executed in favor of the Company, to the
extent such ancillary agreements exist. There are no terms, promises,
representations, agreements, or understandings between the Parties relating to
the subject matter of this Agreement, which are not fully expressed
herein.
Section
6.5 Assignability.
This Agreement is personal in nature, and neither this Agreement nor any part of
any obligation herein shall be assignable by Employee. The Company shall be
entitled to assign this Agreement to any affiliate or successor of the Company
that assumes the ownership or control of the business of the Company, and the
Agreement shall inure to the benefit of any such successor or
assign.
Section
6.6 Legal
Construction. If any one or more of the provisions contained in this
Agreement shall for any reason be held to be invalid, illegal, or unenforceable
in any respect, such invalidity, illegality, or unenforceability shall not
affect any other provision hereof, and this Agreement shall be construed as if
such invalid, illegal, or unenforceable provision had never been contained
herein. In addition, if any court of competent jurisdiction determines that any
of the provisions set forth herein are unenforceable because of the duration or
geographic scope of such provision, such court shall have the power to reduce
the duration or scope of such provision as the case may be, to the extent
necessary to render such provision enforceable.
Section
6.7 Paragraph
Headings. The
paragraph headings used in this Agreement are included solely for convenience
and shall not affect or be used in connection with the interpretation of this
Agreement.
Section
6.8 Legal
Fees and Costs.
Except as otherwise provided herein, in the event that any Party hereto
shall institute any litigation or other proceeding in order to construe or
enforce this Agreement, the prevailing Party therein shall be entitled to
recover its reasonable attorney’s fees and costs incurred in connection
therewith.
Section
6.9 Interpretation. This Agreement has been
negotiated at arm’s length and between and among parties sophisticated and
knowledgeable in the matters dealt with in this Agreement. Accordingly, none of
the Parties shall be presumptively entitled to have any provisions of the
Agreement construed against any of the other Parties in accordance with any rule
of law, legal decision, or doctrine, such as the doctrine of contra
proferentem, that would require interpretation of any ambiguities in this
Agreement against the party that has drafted it.
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[SIGNATURES
ON FOLLOWING PAGE]
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WHEREFORE,
the parties hereto have executed this Agreement on the dates indicated below, to
be effective as of the Effective Date, regardless of the dates actually
signed.
| Dated: July 26, 0000 | XXXXX CENTURY DRAGON MEDIA, INC. | ||
|
By:
|
/s/ Li Huihua | ||
| Name: | Li Huihua | ||
| Title: | Chief Executive Officer | ||
| Dated: July 26, 2010 | DAPENG DUAN | ||
| /s/ Dapeng Duan | |||
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