SERVICE AGREEMENT
DATED: January
4, 0000
XxxxxXxxx
Technology (BVI) Limited
and
Xxx
Xxxx Xxx Xxxx
THIS AGREEMENT is dated the
4th day of January 2010.
BETWEEN:
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(1)
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ChinaCast Technology (BVI)
Limited., a company incorporated
in the British Virgin Islands whose principal business office is situated
at Suite 8, 20/F, One IFC 0 Xxxxxxx
Xxxx Xxxxxx, Xxxxxxx, Xxxx Xxxx (the “Company”);
and
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(2)
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Xxx Xxxx Xxx
Xxxx (the
“Executive”).
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RECITAL:
The
Company has agreed to employ the Executive and the Executive has agreed to serve
the Company as an employee of the Company on the terms and conditions set out
below.
NOW
IT IS AGREED as follows:
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1.
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INTERPRETATION
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1.1
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In this Agreement, unless the
context otherwise requires, the following expressions shall bear the
following meanings:
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“this
Agreement”
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this Agreement as may from time
to time be amended, modified or supplemented pursuant to Clause
16;
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“Appointment”
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the employment of the Executive
pursuant to this Agreement;
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“Board”
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the Board of Directors of the
Company from time to time;
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“Business”
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the business presently carried on
by the Company, including but not limited to providing e-learning and
training services in the Peoples Republic of China
(“PRC”);
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“Change of
Control”
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A
“Change of Control” shall be deemed to have taken place
if.
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(i) any
person or entity, including a “group” as defined in Section 13(d)(3) of the
Securities Exchange Act of 1934, other than the Company, or a wholly-owned
subsidiary thereof, becomes the beneficial owner of Company securities having
50% or more of the combined voting power of the then outstanding securities of
the Company that may be cast for the election of directors of the Company (other
than as a result of the issuance of securities initiated by the Company in the
ordinary course of business);
(ii) as the
result of, or in connection with, any cash tender or exchange offer, merger or
other business combination, sale of assets or contested election, or any
combination of the foregoing transactions, less than a majority of the combined
voting power of the then-outstanding securities of the Company or any successor
corporation or entity entitled to vote generally in the election of the
directors of the Company or such other corporation or entity after such
transactions, is held in the aggregate by the holders of the Company's
securities entitled to vote generally in the election of directors of the
Company immediately prior to such transaction;
(iii) the
Company sells all or substantially all of its assets;
(iv) shareholders
approve a complete liquidation or dissolution of the Company;
or
(v) during
any period of two consecutive years, individuals who at the beginning of such
period were members of the Company's Board of Directors cease for any reason to
constitute at least a majority thereof (unless the election, or the nomination
for election by the Company's shareholders, of each new director was approved by
a vote of at least two-thirds of the directors then still in office who were
directors at the beginning of such period).
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“Commencement
Date”
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on or before January 1,
2010;
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“Confidential
Information”
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any information of, developed,
used or applied or which may be developed, used or applied by the Company
or any Group Company in relation to the Business, or which the Company or
any Group Company has obtained from any third party on terms that restrict
its disclosure or use, other confidential technical information, any of
the trade secrets, clients’ lists, accounts, financial or trading
information or other confidential or personal information which the
Executive may receive or obtain in relation to the business, finances,
dealings or affairs of the Company or any Group Company, including any
information regarding the products, services, research programme, projects
or other technical data, know-how or specifications, whether in human or
machine readable form, and whether stored electronically or otherwise, or
the finances, proposals, contractual arrangements, principals, joint
venture partners, contracting parties, employees or agents of the Company
or any Group Company;
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“Documents”
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documents, disks, memory,
notebooks, tapes or any other medium on which information (whether
confidential or otherwise) may from time to time be referred to, written
or recorded;
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“Group”
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the Company and any company which
is for the time being a subsidiary or holding company of the Company and
the terms ‘subsidiary” and “holding company’ shall have the meanings
ascribed thereto by section 2 of the Companies
Ordinance;
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“Group
Company”
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any company within the
Group;
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“HK$”
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Hong Kong dollars, the lawful
currency of Hong Kong;
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“Hong
Kong”
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the Hong Kong Special
Administrative Region of the
PRC;
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“month”
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calendar
month;
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“Performance
Bonus”
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the annual performance based
bonus to which the Executive may be entitled pursuant to Clause
5.1.2;
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“Prohibited
Area”
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Shall
mean the PRC
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“PRC”
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the People’s Republic of China
and for the purpose of this Agreement, excluding Hong Kong, Macau Special
Administrative Region and
Taiwan;
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“Restricted
Period”
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the period of 6 months from the
Termination Date;
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“Salary”
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the salary payable to the
Executive pursuant to Clause
4.1;
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“Term”
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the period from the Commencement
Date until the Termination
Date;
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“Termination
Date”
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the date of termination of the
Executive's employment pursuant to Clause
11;
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“U.S.”
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United States of America;
and
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“Working
Days”
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Monday to Friday except where
such day falls on a statutory
holiday.
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1.2
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In this
Agreement:
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1.2.1
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References to Clauses and
Sub-Clauses are respectively to clauses and sub-clauses in this
Agreement;
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1.2.2
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reference to any Ordinance,
regulation or other statutory provision include reference to such
Ordinance, regulation or provision as may be modified, consolidated or
re-enacted from time to
time;
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1.2.3
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unless the context otherwise
requires, words denoting the singular include the plural and vice versa,
words denoting gender include both genders and the neuter and words
denoting a person include a corporation, sole proprietorship, firm, joint
venture or syndicate and, in each case, vice versa;
and
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1.2.4
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the rule known as ejusdem generis
shall not apply, so that words and phrases in general terms following or
followed by specific examples shall be construed in the widest possible
sense and shall not be construed as limited or related to the examples
given.
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1.3
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The headings in this Agreement
are for ease of reference only and do not form part of the
Agreement.
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2.
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APPOINTMENT
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2.1
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Subject to the terms set out in
this Agreement, the Company appoints the Executive and the Executive
accepts his employment as an employee of the Company with the duties
described in Clause 3.
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2.2
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The Executive's employment shall
commence on the Commencement Date and shall continue unless terminated by
the Company pursuant to Clause 11.2 or terminated by the parties hereto
pursuant to Clause 11.1.
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3.
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DUTIES
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3.1
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The Executive shall during the
Term:
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3.1.1
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serve the Company in his capacity
as Chief Executive Officer with such executive and management
responsibilities and duties (consistent with the Executive’s position as
Chief Executive Officer of the Company) as may from time to time
reasonably be assigned to the Executive by the board of directors of the
Company (the “Board”), including all of the powers and duties usually
incident to such position for a U.S. listed public
company.
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3.1.2
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devote the whole of his working
time, attention and abilities during normal business hours and such
additional hours as may reasonably be required to administer the duties
associated with his position;
and
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3.1.3
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use his best endeavors to promote
and protect the interests of the Company and shall at all times keep the
Board promptly and fully informed of all matters relating to or in
connection with the performance and exercise of his duties under the
Agreement.
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3.2
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The Executive shall work in Hong
Kong or the PRC which the Board may require for the proper performance and
exercise of his duties under this
Agreement.
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3.3
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The Executive shall be required
to work such hours as are reasonably necessary to fulfill his duties under
this Agreement.
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4.
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REMUNERATION AND EXPENSES
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4.1
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As remuneration for his services,
the Executive shall be entitled to a salary at the rate of HK$1,800,000
per calendar year or HK$150,000 per calendar month (or such other rate as
may from time to time be agreed in writing). The Salary shall accrue from
day to day and be payable by equal monthly installments in arrears on or
before the last day of each month, provided that if the employment
terminates on a date before the end of a month, the Salary for that month
shall be in proportion to the number of days for which the Executive was
employed that month.
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4.2
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If applicable at any time and
notwithstanding anything to the contrary contained in the constitutional
documents of the Company or of any other Group Company, the Salary shall
be inclusive of any other fees or remuneration of any description which
the Executive might be entitled to receive from the Company or any Group
Company or any other company or association in which he holds office as a
nominee or representative of the Company or any Group Company (and the
Executive shall, at the discretion of the Board, either waive his right to
any such remuneration or account to the Company for the same forthwith
upon receipt).
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4.3
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The Salary shall be reviewed by
the Board not less than annually, the first review being in
December 2010.
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4.4
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The Executive hereby authorises
the Company to deduct from any remuneration accrued and due to him under
the terms of this Agreement (whether or not actually paid during the
Appointment) or from any pay in lieu of
notice:
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4.4.1
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any overpayment of salary or
expenses or payment made to the Executive by mistake or through any
misrepresentation;
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4.4.2
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any undisputed debt presently
payable by the Executive to the Company or any Group Company;
and
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4.4.3
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any employee’s contribution to
pension fund or provident fund as adopted by the Company from time to
time.
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4.5
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The Company shall repay to the
Executive all reasonable travelling, hotel and other expenses properly
incurred by the Executive in connection with the performance of the duties
of the Executive under this Agreement, subject to the Executive having
delivered to the Company vouchers or evidence of payment of such expenses
as the Board may from time to time
require.
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5.
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OTHER
BENEFITS
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5.1
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In addition to the Salary, the
Executive shall be entitled
to:-
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5.1.1
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An annual Performance Bonus that
is based on the Executive’s performance as described below. The
calculation of the Performance Bonus for the year will be determined by
the Chief Executive Officer in accordance with the following
criteria.
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The
Performance Bonus will be paid less statutory deductions, if any, within
90 days after the year end. If the Executive's employment is terminated by
the Company pursuant to Clause 11.1, the Executive shall be entitled to a
pro-rata amount of the Performance Bonus for the calendar
year.
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5.2
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The
Compensation Committee will allocate the Executive restricted shares each
year to be awarded for meeting the management targets set for the year and
these shares will be subject to the restrictions and forfeiture provisions
as reflected in the Performance Based Restricted Stock Award Agreement
attached hereto. For 2009, the allocation was 70,000 restricted
shares.
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6.
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SICK LEAVE ENTITLEMENT AND OTHER
BENEFITS
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6.1
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The Executive shall be entitled
to his full Salary during periods of absence due to ill-health or sickness
properly vouched for in accordance with the requirements of the Board,
provided that the aggregate period of absence of in any 12 month period
shall not exceed 30 days.
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6.2
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During
the Term, the Executive shall be entitled to participate in all employee
pension and welfare benefit plans and programs made available to the
Company’s senior level executives or to its employees generally, as such
plans or programs may be in effect from time to time, including, without
limitation, pension, profit sharing, savings and other retirement plans or
programs, medical, dental, hospitalization, short-term and
long-term disability and life insurance plans, accidental death and
dismemberment protection, travel accident insurance, and any other pension
or retirement plans or programs and any other employee welfare benefit
plans or programs that may be sponsored by the Company from time to time,
including any plans that supplement the above-listed types of plans or
programs, whether funded or unfunded. The Executive’s
participation shall be based on, and the calculation of all benefits shall
be based on, the assumptions that the Executive has met all service-period
or other requirements for such participation provided that no such
assumptions shall be made as to a tax-qualified plan if such assumption
would jeopardize the tax-qualified status of such
plan..
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7.
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HOLIDAY
ENTITLEMENT
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7.1
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The Executive shall during the
Term be entitled to paid leave of absence of 21 Working Days (in addition
to the usual public holidays) in each complete holiday year worked (and
pro-rata for part of each holiday year worked), which shall be taken by
the Executive at such time or times as shall be mutually convenient to the
Executive and the Company. Accrued paid leave may be carried forward up to
a maximum of 21 Working
Days.
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7.2
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For the purposes of the
Employment Ordinance, the holiday year of the Executive shall run from
1st January each year to
31st December of that
year.
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8.
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RESERVED
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9.
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CONFIDENTIALITY
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9.1
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The
Executive shall not at any time during or after the Term use, divulge or
communicate to or cause or enable any third party (other than any officer
of employee of the Company whose province it is to know the same) to
become aware of or use, take away, conceal, destroy or retain for his own
or some other person’s advantage or to the detriment of the Company or the
Group any of the Confidential
Information.
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9.2
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The Executive acknowledges that
all Documents containing or referring to Confidential Information at any
time in his control or possession are and shall at all times remain the
absolute property of the Company and/or Group Company and the Executive
undertakes, both during the Appointment and after the Termination
Date:
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9.2.1
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to exercise due care and
diligence to avoid any unauthorised publication, disclosure or use of
Confidential Information and any Documents containing or referring to
it;
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9.2.2
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at the direction of the Board, to
deliver up any Confidential Information (including all copies of all
Documents whether or not lawfully made or obtained) or to delete
Confidential Information from any re-usable medium;
and
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9.2.3
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to do such things and sign such
documents at the expense of the Company as shall be reasonably necessary
to give effect to this Clause and/or to provide evidence that it has been
complied with.
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9.3
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The restrictions in Clauses 9.1
and 9.2:
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9.3.1
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will not restrict the Executive
from disclosing (but only to the proper recipient) any Confidential
Information which the Executive is required to disclose by law or any
order of the court or any relevant regulatory body, provided that where
practicable the Executive shall have given prior written notice to the
Board of the requirement and of the information to be disclosed and allow
the Board an opportunity to comment on the requirement before making the
disclosure; and
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9.3.2
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will not apply to Confidential
Information which is or which comes into the public domain otherwise than
as a result of an unauthorised disclosure by the
Executive.
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9.4
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The Executive agrees that the
restrictions set out in this Clause 9 are without prejudice to any other
duties of confidentiality owed to the Company and the Group, whether
express or implied and are to survive the termination of the
Appointment.
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10.
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RESTRICTIONS DURING
EMPLOYMENT
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10.1
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The Executive shall not at any
time during the Appointment, save with the prior written notification and
sanction of the Board, be directly or indirectly engaged, concerned or
interested in any other company (including any consultancy or advisory
work) which carries on a business of a similar nature to the
Business.
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10.2
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The Executive shall not during
the Appointment (save in a purely social capacity or with the prior
written consent of the Board) make any contact, whether formal or
informal, written or oral, with any of the Company's past, current or
prospective suppliers, customers or clients with whom the Executive has
had business dealings (directly or indirectly) for any purpose (including
but not limited to an intention to set up a competing business or to seek
employment) other than for the legitimate business interests of the
Company.
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10.3
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The Executive shall not during
the Appointment either on his own behalf or on behalf of any person, firm
or company:
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10.3.1
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solicit or endeavour to entice
away from the Company an actual employee, or discourage from being
employed by the Company any person who, to the knowledge of the Executive,
is an employee or a prospective employee of the Company;
or
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10.3.2
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employ or procure another person
to employ any such person.
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10.4
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The restrictions set out in this
Clause 10 are without prejudice to any other duties or obligations owed to
the Company or any Group Company whether express or
implied.
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11.
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TERMINATION
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11.1
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Without
prejudice to any other rights or causes of action available, this
Agreement can be terminated by either the Company or the Executive with
good reason by giving to the other party hereto 3 months notice in
writing, provided, however, if the Company effects such termination
pursuant to this Clause, in lieu of such advance notice, the Company may
pay the Executive his Salary for all or a portion of such 3 month
period
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11.2
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Without prejudice to any other
rights or causes of action available to the Company, this Agreement shall
be subject to immediate termination by the Company by summary notice in
writing without compensation
if:
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11.2.1
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the Executive at the time the
notice is given is prevented by reason of ill-health or accident or other
incapacity from properly performing his duties and has been so prevented
(whether by the same or another reason) for at least a continuous period
of 180 days or for an aggregate period of at least 180 days (whether or
not, in either case, Working Days) in the preceding 52 consecutive
weeks;
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11.2.2
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(a) The Executive shall be guilty
of any gross misconduct or willful neglect of his duties
hereunder;
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(b)
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the Executive shall commit any
material breach or, after having been given warning in writing, any
repeated or continued breach (after receipt of prior notification of the
previous breach(es) from the Company) of any of his obligations arising
from the Appointment or
otherwise;
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(c)
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the Executive shall commit any
act of fraud or dishonesty which, in the opinion of the Board, adversely
affects his ability properly to carry out his
duties;
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(d)
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the Executive is convicted of a
criminal offence (other than an offence which in the opinion of the Board
does not affect his position in the Company);
or
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(e)
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the Executive shall become of
mental disorder.
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11.3
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Upon termination of the
Appointment however arising:
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11.3.1
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if applicable the Executive
shall, without prejudice to any claim he may have arising out of the
termination of this employment hereunder, forthwith at the request of the
Board and without further claim for compensation resign from all offices
held by him in any Group Company and from all other appointments or
offices which he holds as nominee or representative of the Company or any
Group Company and, if he fails so to do, the Company is irrevocably
authorised by the Executive to appoint some person in his name and on his
behalf to execute such documents and to do such other things as are
reasonably necessary to give effect to such resignations;
and
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11.3.2
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the Executive (or, if he shall be
dead, of unsound mind or bankrupt, his personal representatives or such
other persons as shall be appointed to administer his estate and affairs)
shall deliver up to the Company in accordance with the directions of the
Board, all keys, security passes, credit cards, the Documents and other
property belonging to or relating to the businesses or affairs of the
Company or any Group Company, including all copies of all Documents
containing or referring to Confidential Information which may be in his
possession or under his control (or that of his personal representatives
or such other persons), and shall not retain copies, extracts or notes of
any of the same.
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11.4
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Where this Agreement is
terminated pursuant to Clause 11.2.2, the Executive shall not be entitled
to receive the Performance Bonus provided for in Clause 5.1.2 for the
calendar year where the termination occurs. When this Agreement is
terminated by the Company pursuant to Clause 11.1, the Performance Bonus
for the calendar year shall be paid on a pro-rata basis and payable within
the time frame herein
provided.
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11.5
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The
Executive may terminate his employment hereunder for Good Reason. For
purposes of this Agreement, the Executive shall have “Good Reason” to
terminate his employment hereunder upon the Company’s material breach of
any provision of this Agreement or any other written agreement between the
Executive and the Company, in each case as determined in good faith by the
Executive, which is not cured within thirty (30) days after written notice
thereof from the Executive to the
CEO.
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11.6
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In
the event that within one year following a Change of Control the Company
terminates Executive without cause or Executive terminates employment for
Good Reason, Executive shall be entitled to (i) one twelve of his most
recent annual income inclusive of bonus for each year of service with the
ChinaCast group of companies; and (ii) any unpaid vacation pay,
unreimbursed expenses and any other benefits owed to Executive pursuant to
any written employee benefit plan or policy of the Company. In addition,
upon termination, all unvested stock options and Restricted Stock Awards
shall immediately vest. Executive shall have 90 days from the date of
termination to exercise the Stock
Options.
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12
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RESTRICTIONS AFTER
EMPLOYMENT
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12.1
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The Executive shall not, save
with the prior written consent of the Board, during the Restricted Period,
carry on or be concerned or engaged or interested directly or indirectly
(whether as principal, shareholder, partner, employee, officer, agent or
otherwise) within the Prohibited Area in any part of any trade or business
which competes with any part of any trade or business carried on by the
Company at any time during the period of 12 months prior to the
Termination Date, in which the Executive shall have been actively engaged
or involved.
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12.2
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The Executive shall not during
the Restricted Period and within the Prohibited Area either on his own
behalf or on behalf of any person, firm or company in relation to the
business activities of the Company in which the Executive has been engaged
or involved, directly or
indirectly:
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12.2.1
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solicit, approach or offer goods
or services to or entice away from the Company any person, firm or company
who at the Termination Date (or at any time during 12 months prior to the
Termination Date) was a client or customer of the Company and in each case
with whom the Executive (or any other employee on his behalf or under his
direct instruction) has been actively engaged or involved by virtue of his
duties hereunder; or
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12.2.2
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deal with or accept custom from
any person, firm or company who at the Termination Date (or at any time
during 12 months prior to the Termination Date) was a client or customer
of the Company and in each case with whom the Executive (or any other
employee on his behalf or under his direct instruction) has been actively
engaged or involved by virtue of his duties hereunder;
or
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12.2.3
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solicit or approach or offer
goods or services to or entice away from the Company any person, firm or
company who at the Termination Date (or at any time during 12 months prior
to the Termination Date) was a supplier, agent or distributor of the
Company and in each case with whom the Executive (or any other employee on
his behalf or under his direct instruction) has been actively engaged or
involved by virtue of his duties hereunder;
or
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12.2.4
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deal with or interfere with any
person, firm or company who at the Termination Date (or at any time during
12 months prior to the Termination Date) was a supplier, agent or
distributor of the Company and in each case with whom the Executive (or
any other employee on his behalf or under his direct instruction) has been
actively engaged or involved by virtue of his duties
hereunder;
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PROVIDED
THAT nothing contained in these Sub-Clauses 12.2.1 to 12.2.4 shall
prohibit the Executive from carrying out any activities which are not in
competition with any part of the business of the Company with which the
Executive was involved in 12 months prior to the Termination
Date.
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12.3
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The Executive shall not during
the Restricted Period and within the Prohibited Area either on his own
behalf or on behalf of any person, firm or company in relation to the
business activities of the Company in which the Executive has been engaged
or involved, directly or indirectly, approach, solicit, endeavour to
entice away, employ, offer employment to or procure the employment of any
person who is or was a key employee belonging to the management grade or
in a senior capacity with whom the Executive has had dealings within a
period of 12 months prior to the Termination Date) whether or not such
person would commit any breach of his contract of employment by reason of
so leaving the service of the Company or
otherwise.
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12.4
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The Executive shall not, at any
time after the Termination Date, either on his own behalf or on behalf of
any other person, firm or company directly or indirectly, within the
Prohibited Area:
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12.4.1
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interfere or seek to interfere
with the continuance, or any of the terms, of the supply of goods or
services to the Company; or
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12.4.2
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represent himself as being in any
way connected with or interested in the business of the Company (other
than as a consultant or a member if such be the case) or use any name
which is identical or similar to or likely to be confused with the name of
the Company or any product or service produced or provided by the Company
or which might suggest a connection with the
Company.
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12.5
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The Executive (who acknowledges
that, in the course of the Appointment, he is likely to have dealings with
the clients, customers, suppliers and other contacts of the Company)
agrees that each of the restrictions in Sub-Clauses 12.1, 12.2.1, 12.2.2,
12.2.3, 12.2.4, 12.3, 12.4.1 and 12.4.2 is separate and distinct, is to be
construed separately from the other restrictions, and is reasonable as
regards its duration, extent and application for the protection of the
legitimate business interests of the Company. However, in the event that
any such restriction shall be found to be void or unenforceable but would
be valid or enforceable if some part or parts of it were deleted, the
Executive agrees that such restriction shall apply with such deletions as
may be necessary to make it valid and
effective.
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13.
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INDEMNITY
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13.1
|
The
Company agrees that if the Executive is made a party, or is threatened to
be made a party, to any action, suit or proceeding, whether civil,
criminal, administrative or investigative (a “Proceeding”), by reason of
the fact that he is or was a director, officer or employee of the Company
or is or was serving at the request of the Company as a director, officer,
member, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, including service with respect to
employee benefit plans, whether or not the basis of such Proceeding is the
Executive’s alleged action in an official capacity while serving as a
director, officer, member, employee or agent, the Executive shall be
indemnified and held harmless by the Company to the fullest extent legally
permitted or authorized by the Company’s certificate of incorporation or
bylaws or resolutions of the Company’s Board of Directors or, if greater,
by the laws of the State of Delaware, against all cost, expense, liability
and loss (including, without limitation, attorney’s fees, judgments,
fines, or other liabilities or penalties and amounts paid or to be paid in
settlement) reasonably incurred or suffered by the Executive in connection
therewith, and such indemnification shall continue as to the Executive
even if he has ceased to be a director, member, employee or agent of the
Company or other entity and shall inure to the benefit of the Executive’s
heirs, executors and
administrators.
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13.2
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The
Company shall advance to the Executive all reasonable costs and expenses
incurred by him in connection with a Proceeding within 20 calendar days
after receipt by the Company of a written request for such
advance. Such request shall include an undertaking by the
Executive to repay the amount of such advance if it shall ultimately be
determined that he is not entitled to be indemnified against such costs
and expenses. Neither the failure of the Company (including its board of
directors, independent legal counsel or stockholders) to have made a
determination prior to the commencement of any proceeding concerning
payment of amounts claimed by the Executive under Clause 14.1 above that
indemnification of the Executive is proper because he has met the
applicable standard of conduct, nor a determination by the Company
(including its board of directors, independent legal counsel or
stockholders) that the Executive has not met such applicable standard of
conduct, shall create a presumption that the Executive has not met the
applicable standard of
conduct.
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13.3
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The
Company agrees to continue and maintain a directors’ and officers’
liability insurance policy covering the Executive to the extent the
Company provides such coverage for its other executive
officers.
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14.
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NOTICES
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Notices
by either party hereto:
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14.1
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must be in writing
addressed:
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14.1.1
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to the Company at its principal
business office for the time being;
and
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14.1.2
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to the Executive at his place of
work or at the address set out in this Agreement or such other address as
the Executive may from time to time have notified to the Company for the
purpose of this Clause; and
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14.2
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will be effectively
served:
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14.2.1
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on the day of receipt, where any
hand-delivered letter or a facsimile transmission is received on a Working
Day before or during normal working
hours;
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14.2.2
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on the following Working Day,
where any hand-delivered letter or facsimile transmission is received
either on a Working Day after normal working hours or on any other
day;
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14.2.3
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on the second Working Day
following the day of posting from within Hong Kong of any letter sent by
first class prepaid mail; or
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14.2.4
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on the fifth Working Day
following the day of posting to an overseas address of any prepaid airmail
letter.
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15.
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ENTIRE
AGREEMENT
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|
15.1
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This Agreement embodies all the
terms and provisions of and relating to the employment of the Executive by
the Company.
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15.2
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The terms of this Agreement may
only be varied in writing by the parties hereto or their duly authorised
agents.
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16.
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PRIOR
AGREEMENTS
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This
Agreement is in substitution for and shall supersede all former and existing
agreements or arrangements made orally or in writing for the employment of the
Executive by the Company or any Group Company, which shall be deemed to have
been cancelled with effect from the date of this Agreement, and no party hereto
shall have any claim in respect of any such superseded agreements or
arrangements.
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17.
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PROPER LAW AND
FORUM
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This
Agreement shall in all respects be interpreted and construed in accordance with
and governed by British Virgin Island laws and each party hereto irrevocably
submits to the non-exclusive jurisdiction of the Hong Kong courts and waives all
defences to any action arising hereunder brought in the courts of Hong Kong on
the ground that such an action is brought in an inconvenient
forum.
IN
WITNESS whereof the parties hereto entered into this Agreement the day and year
first written above.
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SIGNED
for and on behalf of ChinaCast Technology
(BVI)
Limited
|
)
|
|
)
|
|
by Xxx
Xxxx Xxx Xxxx
|
)
|
|
in
the presence of:- Xxxxxxx Xxxx
|
)
|
|
SIGNED,
SEALED AND DELIVERED
|
)
|
|
by Xxx
Xxxx Xxx Xxxx
|
)
|
|
in
the presence of:- Xxxxx Xx
|
)
|
