EXECUTIVE EMPLOYMENT AGREEMENT
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NCN
GROUP MANAGEMENT
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I, XXX,
Xxxxxxx Xxx Xxxx agree to the terms and conditions of employment with NCN Group
Management Limited (“Company”) set forth in this Employment Agreement
(“Agreement”). This Agreement supersedes all previous agreements,
promises, representations, understandings and negotiations between the parties,
whether written or oral, with respect to the subject matter hereof.
2. Nature
of Duties. I shall be the Company’s General Manager
reporting to the Company’s Chief Executive Officer. I shall also be
the General Manager of the Company’s ultimate parent company, Network CN Inc.
(“the Parent Company”). As such, I shall work exclusively for the Company, the
Parent Company, subsidiaries and affiliated companies (collectively “the Group”)
and shall have all of the customary powers and duties associated with this
position, including day-to-day general management of the Company and the
Group. I shall devote my full business time and effort to the
performance of my duties for the Company and the Group, which I shall perform
faithfully and to the best of my ability. I shall be subject to the
Company’s policies, procedures and approval practices, as generally in effect
from time-to-time.
3. Place
of Performance. I shall be based in Hong Kong and/or China,
except for required travel on the Company’s business.
00/X,
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Xxxx
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1
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NCN
GROUP MANAGEMENT
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Vesting
date
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Stock
grant
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December
31, 2007
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80,000
shares of the Company’s common stock
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December
31, 2008
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130,000
shares of the Company’s common stock
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December
31, 2009
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190,000
shares of the Company’s common stock
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December
31, 2010
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260,000
shares of the Company’s common stock
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December
31, 2011
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340,000
shares of the Company’s common
stock
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The
Grant
shall be subject to all terms of the Parent Company’s 2007 stock option/stock
issuance plan or any future stock option/stock issuance plan under which it
was
issued.
(d) Income
Tax Reimbursement. I shall receive a payment sufficient to
cover the Hong Kong personal income taxes resulting from my employment under
this Agreement.
00/X,
Xxxxxxxxx Xxxxxxx Xxxxx, 000 Xxxxxxxxxx Xxxx, Xxxxxxx, Xxxx
Xxxx
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2
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NCN
GROUP MANAGEMENT
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DISCHARGE
FOR CAUSE
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Payment
or provision when due of (1) any unpaid base salary, expense
reimbursements, and vacation days accrued but not used prior to
termination of employment, and (2) other unpaid vested amounts or
benefits
under Company compensation, incentive and benefit
plans.
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DISABILITY
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Same
as for “Discharge for Cause”, EXCEPT that I also shall be potentially
eligible for disability benefits under any Company-provided disability
plan in which I then participate, and I shall be entitled to accelerated
vesting of all stock grants I have been granted that, as of the date
of
such disability, remain unexercised and unvested, to the extent
permissible by law.
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DISCHARGE
OTHER THAN FOR CAUSE OR DISABILITY
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Same
as for “Discharge for Cause”, EXCEPT that, in exchange for my execution of
a general release document in a form provided by and acceptable to
the
Company, my base salary payments at my annual salary rate at the
time, but
not my employment, shall (1) where there has been no Change In Control
(as
defined below), continue for 48 months, or (2) where there has been
a
Change in Control in the preceding one (1) year, continue for 60
months. Such payments shall be payable in one lump sum
immediately upon the termination of employment. In addition, I
shall be entitled to accelerated vesting of all stock grants, as
of the
date of such termination Other Than for Cause, remain unexercised
and
unvested, to the extent permissible by law.
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RESIGNATION
WITHOUT GOOD REASON
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Same
as for “Discharge for Cause”.
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RESIGNATION
WITH GOOD REASON
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Same
as for “Discharge Other Than for Cause or Disability”.
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DEATH
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Same
as for “Disability,” EXCEPT that payments shall be made to the person or
entity prescribed by me or Company
policies.
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00/X,
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Xxxx
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3
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NCN
GROUP MANAGEMENT
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(i) my
refusal to follow lawful directions or my material failure to perform my duties
(other than by reason of physical or mental illness, injury, or condition),
in
either case, after I have been given notice of my default and a reasonable
opportunity to cure it;
(ii) my
failure to comply with any Company policy;
(iii) my
engaging in conduct that is or may be unlawful, or to the possible detriment
of
the Company and its affiliates, and their predecessors and successors, or my
own
reputation; or
(iv) my
seeking, exploring or accepting a position with another business enterprise
or
venture without the Company’s written consent at any time before I have resigned
from the Company or been discharged.
If
I am
discharged for Cause, I will only receive the benefits to which I am entitled
under Section 5(b).
00/X,
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NCN
GROUP MANAGEMENT
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(f) Discharge
Other Than for Cause or Disability. The Company may
terminate my employment at any time for any reason, and without advance written
notice,
and I will receive the same benefits as specified for “Discharge for Cause” in
Section 5(b), above. If I am terminated by the Company other than for
Cause or for Disability, I will receive the payments described for “Discharge
Other Than For Cause Or For Disability” in the chart in Section 5(b) only if I
sign a general release form furnished to me by the Company within 60 days after
my employment ends, and I do not thereafter properly revoke the release, if
it
provides for revocation.
(iii) Relocation. My
principal office is transferred to another location outside Hong Kong or which
is more than 60 highway miles from where my principal office is located when
I
sign this Agreement, unless I agree in writing to a relocation of a greater
distance.
(vi) Defaults
on the part of the Company. The refusal or inability on the
part of the Company to provide Income Tax Reimbursement or Expense Reimbursement
under Section 4 hereof for income tax and expenses that were properly incurred
by me or to extend indemnification arrangement to me under Section
4.
00/X,
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NCN
GROUP MANAGEMENT
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However,
an event that is or would constitute Good Reason shall cease to be Good Reason
if: (i) I do not terminate employment within 45 days after the event occurs;
(ii) before I terminate employment, the Company reverses the action or cures
the
default that constitutes Good Reason within 10 days after I notify it in writing
that Good Reason exists; or (iii) I was a primary instigator of the Good Reason
event and the circumstances make it inappropriate for me to receive Good Reason
resignation benefits under this Agreement (e.g., I agree temporarily to
relinquish my position on the occurrence of a merger transaction I
negotiate).
(d) Return
of Information. When my employment with the Company ends, I
will promptly deliver to the Company, or, at its written instruction, will
destroy, all documents, data, drawings, manuals, letters, notes, reports,
electronic mail, recordings, and copies of such materials, of or pertaining
to
the Company or any of its affiliated entities which are in my possession or
control. In addition, during my employment with the
Company, and thereafter, I agree to meet with Company personnel as reasonably
requested by the Board, and, based on knowledge or insights I gained during
my
employment with the Company, answer any question they may have related to the
Company’s business and operations.
00/X,
Xxxxxxxxx Xxxxxxx Xxxxx, 000 Xxxxxxxxxx Xxxx, Xxxxxxx, Xxxx
Xxxx
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: 0000
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Fax : 0000
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NCN
GROUP MANAGEMENT
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(e) Intellectual
Property. Intellectual property (including such things as
all ideas, concepts, inventions, plans, developments, software, data,
configurations, materials (whether written or machine-readable), designs,
drawings, illustrations and photographs that may be protectable, in whole or
in
part, under any patent, copyright, trademark, trade secret, or other
intellectual property law), developed, created, conceived, made or reduced
to
writing or practice during my employment with the Company, except intellectual
property that has no relation to the Company or any of its customers that I
developed purely on my own time and at my own expense, shall be the sole and
exclusive property of the Company, and I hereby assign all my rights, title
and
interest in any such intellectual property to the Company.
(a) To
the Company. I will send all communications to the Company
in writing, addressed as follows (or in any other manner the Company notifies
me
to use):
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If
Mailed: NCN Group Management
Limited.
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Attn: Chief
Executive Officer
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21st
Floor,
Chinachem Century Tower, 000 Xxxxxxxxxx Xxxx Xxxx
Xxxx
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If
Faxed: NCN Group Management
Limited
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Attn: Chief
Executive Officer
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Fax: (000)-00000000
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Tel.: (000)-00000000
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(c) Time
Notice Deemed Given. Notice shall be deemed to have been
given when delivered or, if earlier (1) when mailed by certified or registered
mail, return receipt
requested, postage prepaid, or (2) faxed with confirmation of delivery, in
either case, addressed as required in this Section.
00/X,
Xxxxxxxxx Xxxxxxx Xxxxx, 000 Xxxxxxxxxx Xxxx, Xxxxxxx, Xxxx
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Fax : 0000
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7
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NCN
GROUP MANAGEMENT
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8. Arbitration
of Disputes. If any legally actionable dispute arises which
cannot be resolved by mutual discussion between the Company and me, we each
agree to resolve that dispute by binding arbitration before an arbitrator
experienced in employment law. Said arbitration will be conducted in
accordance with the rules applicable to employment disputes of Judicial
Arbitration and Mediation Services or such other arbitration service as we
agree
upon, and the law of Hong Kong. The Company will be responsible for
paying any filing fee and the fees and costs of the arbitrator, unless I
initiate the claim, in which case I will contribute an amount equal to the
filing fee for a claim initiated in a court of general jurisdiction in Hong
Kong. The Company and I agree that this promise to arbitrate covers
any disputes that the Company may have against me, or that I may have against
the Company and/or its related entities and/or their owners, directors, officers
and employees, arising out of or relating to this Agreement, the employment
relationship or termination of employment, including any claims concerning
the
validity, interpretation, effect or violation of this Agreement; discrimination,
harassment or retaliation in violation of any federal, state or local law;
and
any other aspect of my compensation, training, or employment. The
Company and I further agree that arbitration as provided in this Section shall
be the exclusive and binding remedy for any such dispute and will be used
instead of any court action, which is hereby expressly waived, except for any
request by either of us for temporary or preliminary injunctive relief pending
arbitration in accordance with applicable law, or an administrative claim with
an administrative agency. The Company and I also agree that any such
arbitration shall be conducted in Hong Kong, unless otherwise mutually
agreed.
11. Interpretation
and Exclusive Forum. The validity, interpretation,
construction, and performance of this Agreement shall be governed by the laws
of
the Hong Kong (excluding any that mandate the use of another jurisdiction’s
laws). Any arbitration (unless otherwise mutually agreed), litigation
or similar proceeding with respect to such matters only may be brought within
Hong Kong, and all parties to this Agreement submit to the jurisdiction of
the
courts of law in Hong Kong.
00/X,
Xxxxxxxxx Xxxxxxx Xxxxx, 000 Xxxxxxxxxx Xxxx, Xxxxxxx, Xxxx
Xxxx
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: 0000
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Fax : 0000
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NCN
GROUP MANAGEMENT
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I
ACKNOWLEDGE THAT ALL UNDERSTANDINGS AND AGREEMENTS BETWEEN THE COMPANY
AND
ME RELATING TO THE SUBJECTS COVERED IN THIS AGREEMENT ARE CONTAINED
IN IT
AND THAT I HAVE ENTERED INTO THIS AGREEMENT VOLUNTARILY AND NOT IN
RELIANCE ON ANY PROMISES OR REPRESENTATIONS BY THE COMPANY OTHER
THAN
THOSE CONTAINED IN THIS AGREEMENT ITSELF.
I
FURTHER ACKNOWLEDGE THAT I HAVE CAREFULLY READ THIS AGREEMENT, THAT
I
UNDERSTAND ALL OF IT, AND THAT I HAVE BEEN GIVEN THE OPPORTUNITY
TO
DISCUSS THIS AGREEMENT WITH MY PRIVATE LEGAL COUNSEL AND HAVE AVAILED
MYSELF OF THAT OPPORTUNITY TO THE EXTENT I WISHED TO DO SO. I
UNDERSTAND THAT BY SIGNING THIS AGREEMENT I AM GIVING UP MY RIGHT
TO A
JURY TRIAL.
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00/X,
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NCN
GROUP MANAGEMENT
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Date:
July 23,
2007
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By:
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/s/ XXX, Xxxxxxx Xxx Xxxx | |
XXX, Xxxxxxx Xxx Xxxx | |||
NCN
Group Management Limited
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Date:
July 23, 2007
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By:
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/s/ HUI, Xxxx Xxxx Xxxxxxx | |
XXX,
Xxxx Xxxx Xxxxxxx
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Its: Chief Executive Officer |
00/X,
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