FIRST AMENDMENT TO EMPLOYMENT CONTRACT
FIRST
AMENDMENT
TO
WHEREAS,
SUN LINE INDUSTRIAL LIMITED (the “Company”) has entered into an employment
agreement (the “Agreement”) with CHIN XXXX XXX (the “Executive”), dated February
4, 2010;
WHEREAS,
the Company is a wholly-owned subsidiary of Plastec International Holdings
Limited (“Plastec”);
WHEREAS,
GSME ACQUISITION PARTNERS I (“GSME”) and Plastec have entered into an Amended
and Restated Agreement and Plan of Reorganization, dated September 13, 2010, as
amended on December 9, 2010 (“Merger Agreement”), pursuant to which Plastec will
become a wholly-owned subsidiary of GSME (the “Merger”) and as a result of the
Merger, the Company will become an indirect wholly-owned subsidiary of
GSME;
WHEREAS,
the Company and the Executive desire to amend the Agreement in connection with
the Merger;
NOW,
THEREFORE, in consideration of the mutual promises, terms, covenants and
conditions set forth herein and the performance of each, the parties hereby
agree to amend the Agreement as follows:
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1.
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Section
I, “Position,” is hereby deleted in its entirety and replaced with the
following:
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1.
Position :
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Executive
shall serve as General Manager of the Company. The Executive will also
serve as Chief Operating Officer of GSME and such other positions as now
or hereafter held with other subsidiaries of Plastec. Executive hereby
agrees to devote his full business time, attention and efforts to promote
and further the business of Plastec and its subsidiaries, including the
Company (collectively, the “Plastec Group”) and not to be engaged in any
other business activity pursued for gain, profit or other pecuniary
advantage without the prior written consent of the Board of Directors of
GSME (the “Board”).
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2.
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Section
5, “Termination,” is hereby deleted in its entirety and replaced with the
following:
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5.
Termination :
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This
Agreement shall terminate on the third anniversary of the closing of the
Merger, subject to earlier termination as provided
herein:
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(a) Death. The
death of Executive shall immediately terminate this
Agreement.
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(b)
Disability. If,
as a result of Executive’s incapacity due to physical or mental illness,
Executive shall not have performed his duties hereunder on a full-time
basis for ninety (90) days or more in any one hundred twenty (120) day
period, Executive’s employment under this Agreement may be terminated by
the Company upon thirty (30) days written notice if Executive is unable to
resume his full time duties at the conclusion of such notice
period.
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(c)
Termination by the
Company.
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(i) For Cause. The Company
may terminate this Agreement immediately upon written notice to Executive
for cause, which shall be: (1) Executive’s conviction of, or plea of nolo contendere to, a
felony or other crime involving moral turpitude; (2) Executive’s breach of
any fiduciary duty owed to the Company or Plastec or their affiliates, or
breach of the provisions of Section 14 or Section 18 hereof, (3) any other
material breach by Executive of this Agreement that is not cured within
ten (10) days of written notice to Executive, or (4) Executive’s
commission of (A) any act of willful dishonesty or fraud, (B) any act of
embezzlement or other misappropriation of Company assets, or (C) gross
negligence or intentional nonperformance of duties, so long as such breach
or matter is not corrected or cured to the Company’s reasonable
satisfaction within ten (10) days of notice to Executive
thereof.
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(ii) Without Cause. In
addition to the provisions of Section 5(c)(i), the Company may, at any
time, terminate this Agreement upon giving ninety (90) days’ written
notice to Executive, if such termination is approved by a majority of the
Board.
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(d) Termination by Executive.
Executive may terminate this Agreement (A) for cause immediately
upon giving written notice to the Company for cause in the event of (1) a
material breach by the Company of the terms of this Agreement, (2) the
duties with which the Board has assigned Executive are no longer
commensurate with his position as the General Manager of the Company or
Chief Operating Officer of GSME in tandem with other positions/offices
incidental thereto, or (3) a material change in the aggregate benefits
provided to Executive (other than reductions in benefits which apply to
all employees of the Company, generally); or (B) without cause, at any
time, upon giving ninety (90) days’ written notice to the
Company.
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(e) Payment Through Termination.
Upon termination of this Agreement (A) for reasons specified in
Section 5(a) or (b) or by the Company for cause pursuant to Section
5(c)(i) or by Executive without cause pursuant to Section 5(d)(B),
Executive (or Executive’s estate, as applicable) shall be entitled to
receive all benefits and reimbursements accrued right up to and due
through the effective date of termination and all other rights and
obligations under this Agreement shall cease as of the effective date of
termination; (B) by the Company without cause pursuant to Section 5(c)(ii)
or by Executive for cause pursuant to Section 5(d)(A), aside from
entitling to receive all benefits and reimbursements accrued right up to
and due through the effective date of termination, Executive shall
nevertheless be entitled to receive all applicable compensation and
benefits (including bonuses and such other executive perquisites) which
would have been accrued to him with respect to the unexpired term of this
Agreement as if his employment had never been terminated prematurely. In
any event, Executive’s obligations under Sections 14, 18 and 19 shall
survive termination in accordance with their
terms.
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3.
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The
Agreement is hereby amended to add the following new Section
18:
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18.
Non-Competition :
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(a) Executive
shall not during the period of his employment by the Company and for a
continuous period of 1 year after cessation of his employment with the
Company for whatever reason, for himself or on behalf of, or in
conjunction with, any other person, persons, company, partnership, limited
liability company, corporation or business of whatever
nature:
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(i) engage (as an
officer, director, manager, member, shareholder, owner, partner, joint
venturer, trustee, or in a managerial capacity, whether as an employee,
independent contractor, agent, consultant or advisor, or as a sales
representative) in any entity that designs, researches, develops, markets,
sells or licenses products or services that are substantially similar to
or competitive with the business of the Plastec Group from time to time or
as at the date of cessation of Executive’s employment with the
Company,
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(ii)
call upon any person who is at that time, or within the preceding twelve
(12) months has been, an employee of the Plastec Group, for the purpose,
or with the intent, of enticing such employee away from, or out of, the
employ of the Plastec Group or for the purpose of hiring such person for
Executive or any other person or entity, unless any such person’s
employment with respect to the Plastec Group was terminated more than six
(6) months prior thereto;
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(iii)
call upon any person/entity who is then or has been within one year prior
to that time, a customer of the Plastec Group, for the purpose of
soliciting or selling products or services in competition with the Plastec
Group; or
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(iv) call
upon any prospective acquisition or investment candidate, on Executive’s
own behalf or on behalf of any other person or entity, which candidate was
known by Executive to have, within the previous twelve (12) months, been
called upon by the Plastec Group or for which the Plastec Group made an
acquisition or investment analysis or contemplated a joint marketing or
joint venture arrangement with, for the purpose of acquiring or investing
or enticing such entity into a joint marketing or joint venture
arrangement.
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(b) Because
of the difficulty of measuring economic losses to the Company and the
Plastec Group as a whole as a result of a breach of the foregoing
covenant, and because of the immediate and irreparable damage that could
be caused to the Company and the Plastec Group as a whole for which it
would have no other adequate remedy, Executive agrees that the foregoing
covenant may be enforced by the Company on its own behalf and on behalf of
the Plastec Group in the event of breach by him, by injunctions and
restraining orders.
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(c) It
is agreed by the parties that the foregoing covenants in this Section 18
impose a reasonable restraint on Executive in light of the activities,
business and plans of the Company and the Plastec Group as a whole; it is
also the intent of the Company and Executive that such covenants be
construed and enforced in accordance with any change in the activities,
business or plans of the Company and the Plastec Group as a whole
throughout the Term.
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(d) The
covenants in this Section 18 are severable and separate, and the
unenforceability of any specific covenant shall not affect the provisions
of any other covenant.
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(e) All
of the covenants in this Section 18 shall be construed as an agreement
independent of any other provision in this Agreement, and the existence of
any claim or cause of action of Executive against the Company, whether
predicated on this Agreement or otherwise, shall not constitute a defense
to the enforcement of such covenants; provided, however, that the failure
to make payments or benefits to Executive under Section 9 of this
Agreement shall constitute such a defense.
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(f) Notwithstanding
any of the foregoing, if any applicable law shall reduce the time period
during which Executive shall be prohibited from engaging in any
competitive activity described in Section 18(a) hereof, the period of time
for which Executive shall be prohibited pursuant to Section 18(a) hereof
shall be the maximum time permitted by
law.
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4.
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The
Agreement is hereby amended to add the following new Section
19:
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19.
Return of Property:
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At
such time, if ever, as Executive’s employment with the Company is
terminated, he shall be required to participate in an exit interview for
the purpose of assuring a proper termination of his employment and his
obligations hereunder. On or before the actual date of such termination,
Executive shall return to the Company all records, materials and other
physical objects relating to his employment with the Company, including,
without limitation, all Company credit cards and access keys and all
materials relating to, containing confidential
information.
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5.
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This
First Amendment to the Agreement shall become effective only upon
consummation of the Merger. This First Amendment to the Agreement shall
become null and void on the termination of the Merger Agreement prior to
the consummation of the transactions contemplated
thereby.
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[Signature
Page Follows]
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IN
WITNESS WHEREOF, the parties hereto have executed this First Amendment to the
Agreement as of December 16, 2010.
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SUN
LINE INDUSTRIAL LIMITED
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By:
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Name:
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Title:
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EXECUTIVE
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/s/ TAN,
CHIN XXXX
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XXX,
XXXX
XXXX
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