EXHIBIT 10.22
ANNEXURE "F"
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DATED the Day of January 1996
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CREATIVE MASTER LIMITED
(the "Company")
And
XXXX XXXXX XXX
(the "Executive")
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SERVICE AGREEMENT
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Xxxxxx Xxxx & Co.
15A/B Entertainment Building
00 Xxxxx'x Xxxx Xxxxxxx
Xxxx Xxxx
Tel: 0000 0000
Fax: 0000 0000
Ref: AW960090.ser
Dated the day of January 1996
PARTIES:
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(1) CREATIVE MASTER LIMITED ( ) (the "Company") a company
incorporated with limited liability in Hong Kong whose registered office is
at 8/F, Xxxxx Industrial Building, 00 Xxxxxxx Xxxx, Xxx Xxx Xxxx, Xxxxxxx.
(2) XXXX XXXXX XXX ( ) (the "Executive") of Flat E, 28/F
Ngan Sing Mansion, Taikoo Shing, Hong Kong.
AGREEMENT:
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1. INTERPRETATION
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1.1 The following expressions shall, unless the context otherwise requires,
have the following meanings
"Board" means the Board of Directors of the Company and
includes any committee of the Board duly appointed by
it;
"Managing Director" means any person holding such office of the Company
from time to time and includes any person exercising
substantially the functions of a managing director or
chief executive officer of the Company;
"Group" means the Company and its Subsidiaries from time to
time;
"Subsidiary" bears the meaning given to it by Sections 2(4), (5)
and (6) of the Companies Ordinance.
1.2 The headings and marginal headings to the clauses are for convenience only
and have no legal effect.
1.3 Any reference in this Agreement to any Ordinance or delegated legislation
includes any statutory modification or re-enactment of it or the provision
referred to.
2. APPOINTMENT AND DURATION
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2.1 The Company appoints the Executive and the Executive agrees to serve as
Managing Director of the Company. The Consultant accepts that the Company
may at its discretion require him to perform other duties or tasks not
within the scope of his normal duties and the Executive agrees to perform
other duties or undertake those tasks as if they were specifically required
under this Agreement.
2.2 The appointment shall commence on 1 February 1996 and shall continue
(subject to earlier termination as provided in this Agreement) for a period
of three years provided that the Company may
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terminate this Agreement during such period by giving three months notice
in writing. After the initial period of three years the appointment shall
be automatically renewed on each anniversary of the date of this Agreement
and shall continue (subject to earlier termination as provided in this
Agreement) until terminated by either the Company or the Executive giving
six months notice in writing.
3. DUTIES OF THE EXECUTIVE
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3.1 The Executive shall at all times during the period of this Agreement:
3.1.1 devote the whole of his time, attention and ability as is reasonably
necessary to the duties of his appointment;
3.1.2 faithfully and diligently perform those duties and exercise such
powers consistent with them which are from time to time assigned to
or vested in him;
3.1.3 obey all lawful and reasonable directions of the Board;
3.1.4 use his best endeavours to promote the interests of the Company and
its Group companies;
3.1.5 keep the Board promptly and fully informed (in writing if so
requested) of his conduct of the business or affairs of the Company
and its Group companies and provide such explanations reports and
records as the Board may require;
3.1.6 not at any time make any untrue or misleading statement relating to
the Company or any Group company.
3.2 The Executive shall (without further remuneration) if and for so long as
the Company requires during the period of this Agreement:
3.2.1 carry out the duties of his appointment on behalf of any Group
company;
3.2.2 act as an officer of any Group company or hold any other appointment
or office as nominee or representative of the Company or any Group
company;
3.2.3 carry out such duties and the duties attendant on any such
appointment as if they were duties to be performed by him on behalf
of the Company.
4. PAY
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4.1 During his appointment the Company shall pay to the Executive a salary at
the rate of HK$27,923.00 per month which shall accrue day-to-day and be
payable in arrears on or about the 30th day of each month. The salary shall
be deemed to include any fees receivable by the Executive as a Director of
the Company or any Group company, or of any other company or unincorporated
body in which he holds office as nominee or representative of the Company
or any Group company.
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4.2 The Company shall in addition pay a thirteenth month's salary of
HK$27,923.00 (or pro rated amount) on or before the Chinese New Year of
each calendar year.
4.3 The Company shall in addition pay the Executive's rent of HK$38,000.00 per
month directly to the specified landlord.
4.4 The Executive shall also be entitled to an annual performance bonus of up
to 2.5% of the net profits after tax of the Company and its Subsidiaries on
a consolidated basis as determined by the Board provided that no such bonus
shall be paid if the net profits after tax of the Company and its
Subsidiaries on a consolidated basis as determined by the Board are less
than HK$9,226,000 for each of the years ending 31 March 1996 and 31 March
1997 or thereafter are less than such profit target as may be agreed from
time to time between the Company and Executive.
4.5 The Executive's salary, bonus and benefits shall be subject to review by
the Board on 31 March each year commencing in 1997.
5. EXPENSES
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The Company shall reimburse to the Executive all travelling, hotel,
entertainment and other expenses reasonably incurred by him in the proper
performance of his duties and provide the use of a corporate credit card
subject to the production to the Company of such vouchers or other evidence
of actual payment of the expenses as the Company may reasonably require and
the approval thereof by the Executive Chairman.
6. HOLIDAYS
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6.1 In addition to all public holidays in Hong Kong the Executive is entitled
to twenty-two working days annual leave in each year to be taken at such
time or times as are agreed with the Board. The Executive shall not carry
forward any unused part of his leave entitlement to a subsequent year.
6.2 On the termination of his appointment for whatever reason, the Executive
shall not be entitled to pay in lieu of outstanding holiday entitlement and
shall be required to repay to the Company any salary received for holiday
taken in excess of his actual entitlement.
7. SICKNESS
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7.1 If the Executive is absent because of sickness (including mental disorder)
or injury he shall report this fact forthwith to the Board and if the
Executive is so prevented for two or more consecutive days he shall provide
a medical practitioner's statement on the third day and weekly thereafter
so that the whole period of absence is certified by such statements.
7.2 If the Executive shall be absent due to sickness (including mental
disorder) or injury duly certified in accordance with the provisions of
sub-clause 7.1 hereof, he shall be paid his full remuneration hereunder for
up to 20 working days absence in any period of 12 consecutive months and
thereafter such remuneration, if any, as the Board shall determine from
time to time.
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8. TERMINATION OF AGREEMENT
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8.1 This Agreement shall automatically terminate:
8.1.1 if the Executive becomes prohibited by law from being a director, or
8.1.2 if the Executive resigns his office as director of the Company; or
8.1.3 if the office of director of the Company held by the Executive is
vacated pursuant to the Company's Articles of Association save if
the vacation shall be caused by sickness (including mental disorder)
or injury.
8.2 The Company may be notice terminate this Agreement with immediate effect if
the Executive:
8.2.1 commits any act of gross misconduct or repeats or continues (after
written warning) any other serious breach of his obligations under
this Agreement; or
8.2.2 is guilty of any conduct which in the opinion of the Board brings
him, the Company or any Group company into disrepute; or
8.2.3 is convicted of any criminal offence punishable with 6 months or
more imprisonment; or
8.2.4 commits any act of dishonesty whether relating to the Company, any
Group company, any of its or their employees or otherwise; or
8.2.5 becomes bankrupt or makes any arrangement or composition with his
creditors generally; or
8.2.6 is in the opinion of the Board incompetent in the performance of his
duties; or
8.2.7 the annual net profits after tax of the Company and its Subsidiaries
as determined by the Board are more than 20% less than HK$9,226,000
for each of the years ending 31 March 1996 and 31 March 1997 and
thereafter are more than 20% less than such profit target as may be
agreed from time to time between the Company and the Executive.
8.3 On the termination of this Agreement for whatever reason, the Executive
shall at the request of the Company resign (without prejudice to any claims
which the Executive may have against any company arising out of this
Agreement or the termination thereof) from all and any offices which he may
hold as a Director of the Company or of any Group company and from all
other appointments or offices which he holds as nominee or representative
of the Company or any Group company.
9. GENERAL
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9.1 This Agreement sets out the entire agreement and understanding of the
parties and is in substitution for any previous contracts of employment or
for services between the Company or any of its Group companies and the
Executive which shall be deemed to have been terminated by mutual consent.
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9.2 The expiration or termination of this Agreement however arising shall not
operate to affect such of the provisions of this Agreement as are expressed
to operate or have effect after then and shall be without prejudice to any
accrued rights or remedies of the parties.
9.3 The validity construction and performance of this Agreement shall be
governed by Hong Kong law.
9.4 All disputes claims or proceedings between the parties relating to the
validity construction or performance of this Agreement shall be subject to
the non-exclusive jurisdiction of the High Court of Hong Kong to which the
parties irrevocably submit.
9.5 Any notice to be given by a party under this Agreement must be in writing
in the English language and must be given by delivery at or post facsimile
transmission or other means of telecommunication in permanent written form
to the last known address or relevant telecommunication number of the other
party. Where notice is given by sending in a prescribed manner it shall be
deemed to have been received which in the ordinary course of the means of
transmission it would be received by the addressee. To prove the giving of
a notice it shall be sufficient to show it was despatched. A notice shall
have effect from the sooner of its actual or deemed receipt by the
addressee.
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IN WITNESS WHEREOF the parties or their duly authorised representatives
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have set their hands to this Agreement the day and year first before
written.
SIGNED BY )
for and on behalf of )
CREATIVE MASTER LIMITED )
( ) )
in the presence of: )
SIGNED BY XXXX XXXXX XXX )
in the presence of: )
)
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