COMPENSATION AGREEMENT
Exhibit
10.19
This Compensation Agreement (the
“Agreement”) is made this 27th day of November 2008, between China 3C Group, a
Nevada corporation (the “Company”) and Xxxxxx Xxxxxxxx
(“Xxxxxxxx”).
Whereas, the Company appointed Xxxxxxxx
to serve as a member of the Company’s Board of Directors on or about May 7,
2007, for which Xxxxxxxx is entitled to compensation for services as a Director
as summarized in the Company’s report on Form 8-K, filed with the Securities and
Exchange Commission on or about May 14, 2007;
Whereas, as part of his compensation as
a Director for his services as a Director and not for any investor relations or
similar functions, Xxxxxxxx was entitled to receive an initial annual grant of a
stock option to purchase 300,000 shares of the Company’s common stock, with an
exercise price of $6.15 per share (the “2007 Stock Option”).
Whereas, on May 7, 2008, Xxxxxxxx
became further entitled to receive a subsequent annual grant of a stock option
to purchase an additional 300,000 shares of common stock of the Company, with an
exercise price of $1.82 (the “2008 Stock Option”) as part of his compensation as
a Director for his services as a Director and not for any investor relations or
similar functions;
Whereas, because the Company did not
validly grant either of the 2007 Stock Option or the 2008 Stock Option with the
Company’s common stock;
For valuable consideration, receipt of
which is acknowledged, the parties hereto agree as follows:
1. Xxxxxxxx
hereby agrees that the 2007 Stock Option and the 2008 Stock Option were not and
will not be granted. In consideration therefore, on January 1, 2009,
the Company shall issue to Xxxxxxxx an aggregate of 125,000 shares of the
Company’s common stock (the “Exchange Shares”). The Exchange Shares
have been duly authorized and, upon delivery on January 1, 2009, will be validly
issued, fully paid and non-assessable. On January 1, 2009, the Company shall
cause the delivery of a stock certificate to Xxxxxxxx representing the Exchange
Shares.
2. This
Agreement shall be binding upon and inure to the benefit of the Company and
Xxxxxxxx and their respective heirs, executors, administrators, legal
representatives, successors and assigns.
3. This
Agreement constitutes the entire agreement between the parties, and supersedes
all prior agreements and understandings, relating to the subject matter of this
Agreement. This Agreement may be amended or modified only by a
written instrument executed by both the Company and Xxxxxxxx.
4. The
Company will promptly register no later than April 1, 2009, the Exchange Shares
on the registration statement ordinarily described for securities to be offered
to employees pursuant to employee benefit plans, if registration under such form
is permissible, or such other form of registration statement that the Company is
permitted to utilize, and will maintain the effectiveness of such registration
statement until such time that all of the Exchange Shares have been
resold.
5. This
Agreement shall be governed by the laws of the State of New York without regard
to any applicable conflicts of laws.
6. In
the event of conflict between the Chinese version and English version of this
Agreement, the English version shall always prevail.
IN WITNESS WHEREOF, the parties hereto
have executed this Agreement as of the day and year first above
written.
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Xxxxx
0X Group
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By:
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/s/ Xxxxxxxxx Xxxx | ||
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Name: Xxxxxxxxx
Xxxx
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Title: Chairman
and Chief Executive Officer
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/s/ Xxxxxx Xxxxxxxx
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Xxxxxx
Xxxxxxxx
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