EMPLOYMENT AGREEMENT
This
Agreement (this “Agreement”)
is entered into by and among China Shandong Industries, Inc., a Delaware
corporation (the “Company”)
and subsidiaries, and Xxxxxx Xxx (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 one year 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 Chief Financial Officer 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. During the Term, the Employee shall have no other employment or
receive compensation for services rendered to any other person other than the
Company and any affiliated entities without the express prior written consent of
the Company. Accordingly, the Employee agrees to devote his full working time
and best efforts in such capacities as set forth herein to the business of the
Company.
Duties and Responsibilities.
The Executive agree to perform CFO’s duties and responsibilities for the Company
and its USA and China subsidiaries as following:
3.1 Responsible
for all accounting and financial functions of company including:
a. All SEC
filings
b. Annual
audits and quarterly reviews
c. Monthly
financial reports
d. Budget
preparation, reconciliation to actual, and reporting to management and Board of
Director
e. Development
of long-range business plans
f. Tax
return planning and control
g. Control
of Employee Stock Option Plan (ESOP) and other employee
benefits
h. Maintaining
of internal controls and adherence to Sarbanes Oxley
i. Control
of company expenses
j. Maintenance
of adequate but not excessive insurance
k. Monitoring
of cash flow and funding requirements
3.2 As an
active and positive force with the Executive Team:
a. Help
develop and implement long-range strategy
b. Help
develop and implement business models
c. Integrating
financial perspective into operations of the Company
d. Determine
that contracts are negotiated in the best interests of
Company
e. Coordinating
with Company auditors and SEC attorney on filings, contracts, and business
models as appropriate
3.3
Maintain
effective and efficient accounting and financial systemsa. Manage,
mentor and motivate accounting team
b. Streamline
accounting systems for efficient and accurate financial
reporting
c. Responsible
for accounting systems including,
(1)
Accounts receivable billing and timely collection
(2)
Accounts payable and accurate payments
(3)
Payroll administration
d.
Knowledge
of US GAAP, and SEC Rules and Regulations
3.4 Enforce
company compliance with：
a. Corporate
governance(China and USA)
b. Government
regulations(China and USA)
c. Company
policy and procedures(China and USA)
4. Compensation. The
Employee’s compensation (the “Compensation”)
shall consist of the following:
4.1 Annual Base Salary.
The Employee shall be paid an annual base salary equivalent to approximately
U.S. $52,738 (RMB 360,000) per year, 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, Beijing. 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.
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:
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(a)
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If
to the Company, to:
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Xxxxxxxx
Xx
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Xx.
0000 Xxxxxx Xxxx,
Xxxxxxxxxxx
Xxxx Cao County
Shandong
Province 274400 PRC
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(b)
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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.
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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.
IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first
written above.
