EXHIBIT 99.2
BETWEEN:
ASIA PAYMENT SYSTEMS, INC, a corporation incorporated under the laws of the State of
Nevada, U.S.A.
which is a fully reporting company registered with the United States Securities and Exchange
Commission and trades on the NASD OTCBB under the symbol APYM and having a registered office
address at 000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 0, Xxxxxx Xxxx, Xxxxxx 00000, XXX and a principal office
located at 00
xx Xxxxx, Xxx Xxxxxxxx Xxxxxx, 0 Xxxxxxxxx Xxxxx, Xxxxxxx, Xxxx Xxxx, XXX
Xxxxx (hereinafter referred to as “Asia Payments”)
AND:
XX XXXX KAU, a Malaysian citizen holding a Malaysian Identity Card No: 500916-10-5613 and residing
at 0 Xxxxxxxxx Xxxxxxxxx Xxxxx, Xxxxxxxxx Xxxxxxx, 00000 Xxxxx Xxxxxx, Xxxxxxxx (hereinafter
referred to as “XX Xx”).
WHEREAS
| a) |
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Asia Payments is in the payment related business which currently includes payment processing
services and related applications and wishes to expand its business to include the issuance of
payment cards, acquiring of payment transactions and the provision of payment and loyalty
related software, consultancy, technical and management services to operators of payment and
loyalty card in the Asian countries (hereinafter collectively referred to as the “Business”). |
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| b) |
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XX Xx is acknowledged as a leading expert in the Business. |
| c) |
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Asia Payments wishes to formalize its agreement with XX Xx for his provision of services to
Asia Payments by engaging his service as its President and Chief Executive Officer, and XX Xx
has agreed to be engaged by Asia Payments upon the terms and conditions hereinafter set forth. |
NOW, THEREFORE, in consideration of the mutual covenants, promises, terms and conditions herein
contained, the parties agree as follows:
| 1. |
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EMPLOYMENT |
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Asia Payments agrees to employ XX Xx as its President and Chief Executive Officer and XX Xx
agrees to be employed in this capacity, upon the terms and conditions hereinafter set forth. |
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| 2. |
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TERM |
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This Agreement shall commence on the date of the agreement as referenced above (hereinafter
referred to as the “Commencement Date”) and shall terminate
as of the earlier of:
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a) |
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Five (5) years from the Commencement Date (hereinafter referred to as the
“Initial Agreement”) unless either XX Xx or Asia Payments notifies the other that he or
it elects to enter negotiations for a further agreement of an additional five (5) years
(hereinafter referred to as “Renewal Agreement”), such Renewal Agreement to be concluded
at least one hundred and eighty (180) days before the end of the Initial Agreement
hereof; or |
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b) |
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the death of XX Xx; or |
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c) |
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election of either party to terminate the employment of XX Xx with Asia Payments
pursuant to the respectively rights as contained in subsection 6(a) or subsection 6(b)
hereof. |
The Exercise of the right of Asia Payments or XX Xx to terminate this Agreement pursuant to
subsections 6(a) or 6(b) hereof shall not abrogate the rights and remedies of the terminating
party in respect of the breach given rise to such termination.
| 3. |
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JOB TITLE AND DUTIES |
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At all time during the term of this Agreement, XX Xx shall: |
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a) |
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be designated by Asia Payments with the title “President and Chief Executive
Office”, unless in the reasonable judgment of the Board of Directors of Asia Payments
(hereinafter referred to as the “Board”) in the best interest of Asia Payments, such
title may be changed by Asia Payments, provided however that the new title shall
continue to reflect the position of XX Xx as the Chief Executive Office and President of
Asia Payments. |
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b) |
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have duties and responsibilities commensurate with his title and position in Asia
Payments. |
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c) |
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perform and discharge well and faithfully the duties which may be assigned to him
from time to time by Asia Payments in connection with the conduct of the Business, such
duties shall include: |
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(i) |
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the general supervision over Asia Payments’ and its subsidiaries’
businesses; |
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(ii) |
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presiding at all corporate meetings but shall be entitled to
delegate such duty to his subordinate(s) should he not be available due to
business reason or on leave; |
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(iii) |
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acting on behalf of Asia Payments under the powers delegated and
authorised by the Board; |
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(iv) |
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fixing compensation paid to officers under the guidelines set by
the Board or the Compensation Committee of Asia Payments; |
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(v) |
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appointing and removing subordinate officers; |
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(vi) |
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set out the duties of subordinate officers |
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(vii) |
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identifying new business opportunities related to the Business
across the Asia Pacific Region and elsewhere;
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(viii) |
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developing and updating from time to time the strategic plan and annual
business plans for Asia Payments; |
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(ix) |
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executing the strategic plan and annual business plans as approved
by the Board. |
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d) |
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be given the co-signing authority on the bank accounts of Asia Payments and its
subsidiary companies as may be directed by the Board; |
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e) |
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be appointed as a Director of Asia Payments and he shall be entitled to receive
compensation and/or benefits and/or stock options in an amount and quantity not less
than and on similar terms as other Directors of Asia Payments, consistent with Asia
Payments’ Stock Option Plans and policies and SEC and NASD guidelines. |
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f) |
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be appointed as a director of any subsidiary and/or related company of Asia
Payments as and when required by Asia Payments and XX Xx may, subject to the approval of
the Board, receive and keep for his own account compensation and/or benefits from any
such subsidiary and/or related company. It is hereby acknowledged by Asia Payments that
XX Xx is currently a director (executive or non-executive) of all the subsidiaries and
related companies of InterPay International Group Ltd and that he is receiving and/or
will receive compensation and/or benefits from iSynergy Sdn Bhd and/or Synergy Cards Sdn
Bhd, both being the related companies of InterPay International Group Ltd in Malaysia.
Asia Payments further acknowledges and agrees that XX Xx will continue to be the
director (executive or non-executive) and the compensation and/or benefits received
and/or to be received by XX Xx from the above-mentioned companies shall be deemed part
of the compensation and/or benefits as stipulated in subsection 4 hereof. |
| 4) |
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COMPENSATION, BENEFITS AND EXPENSES |
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For the services rendered by XX Xx under this agreement: |
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a) |
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Asia Payments shall pay XX Xx a base salary of One Hundred Thousand (HK$100,000)
or an equivalent in United States Dollars (US$) per month. Such salary shall be reviewed
and adjusted upwards annually, on the anniversary date of his employment with Asia
Payments during the term of this Initial Agreement with a view to bring his salary in
line with the salary scale of a chief executive of a multinational mono-line payment
card company or a head of card products of a multinational bank by the second
anniversary date of his employment with Asia Payments, taking into considerations the
revenues and earnings of Asia Payments, the skills and experience required of the
incumbent for the position and the performance of XX Xx as reviewed and judged
reasonably by the Board. When making payment of such salary to XX Xx, Asia Payments
shall be entitled to deduct the amount of cash compensation received by XX Xx from the
subsidiaries and/or related companies of Asia Payments as mentioned in subsection 3(f)
above.
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b) |
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Profit Share |
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XX Xx shall be entitled to an annual profit share payable by Asia Payments within
thirty (30) days after the completion of Asia Payments’ annual audited financial
statements for each fiscal year, as follows: |
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(i) |
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two (2) percent of the earnings before interest, taxes,
depreciation and amortization (“EBITDA”) and before stock based compensation
attained by Asia Payments and its subsidiaries and related companies or |
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(ii) |
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such other formula as may be agreed between the parties from time
to time, and such profit sharing may be paid to XX Xx in cash or in the
equivalent value of unrestricted common shares of Asia Payments at the time of
payment. |
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(i) |
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During the term of the Initial Agreement, XX Xx will be eligible to
participate and be entitled to receive stock options to purchase Two Million Five
Hundred Thousand (2,500,000) common shares of Asia Payments at an option price of
United State Dollars twenty-five cents only (US$0.25) per share, such share
options which are subject to rules and regulation applicable to the employees of
Asia Payments, shall be vested to XX Xx at an amount of One Hundred Thousand
(100,000) shares at the end of every quarter from the Commencement Date until
the expiration of the Initial Agreement with a final vesting amount of five
hundred thousand (500,000) shares at the expiration of the Initial Agreement. |
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(ii) |
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During the term of the Initial Agreement, XX Xx will also be
entitled to any stock options as may be authorized from time to time by the
Board. |
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d) |
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Benefits |
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XX Xx will be eligible and entitled to the employment benefits as follows: |
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(i) |
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Holidays and Annual Vacation Leave |
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XX Xx shall be entitled to all public holidays in the country/territories he is
located at the time, in addition, to annual vacation leave which shall accrue on
a pro rata basis during the term of this Agreement at the rate of twenty eight
(28) working days per annum which vacation and/or personal day(s) shall be taken
by him at such time or times as are consistent with the needs of the business of
Asia Payments and such vacation leave accrued but not taken by XX Xx due to the
needs of the business of Asia Payments shall be carried forward until the
termination of this Agreement. |
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(ii) |
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Health Insurance |
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XX Xx shall be entitled to be enrolled in a corporate health insurance program
which may be implemented by Asia Payments or one of its affiliates. The
enrolment will be as executive status
and will entitle XX Xx to the same coverage as provided to the other key
executives of Asia Payments.
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(iii) |
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Indemnification |
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XX Xx shall be indemnified by Asia Payments to the fullest extend provided under
the indemnification provisions of the By-laws and/or Certificate of
Incorporation presently in existence, or, to the extend that the scope of such
indemnification is greater, under any amendments to the By-laws and/or
Certificate of Incorporation to the extend that Asia Payments obtains
indemnification insurance for its officers and/or directors, such insurance also
cover XX Xx to the same extend. |
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(iv) |
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Other Benefits |
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XX Xx will be eligible for such other employment and executive benefits as may
be offered by Asia Payments from time to time. |
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e) |
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Business Expenses |
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Asia Payments will reimburse XX Xx for all reasonable expenses properly incurred by XX
Xx in the performance of his duties under this Agreement, upon presentation of
properly itemised charges, receipts and/or similar documentation, and otherwise in
accordance with policies established from time to time by the Board. The parties
acknowledge that XX Xx may be required to travel extensively in connection with the
performance of this duties under this Agreement and in this regard, XX Xx will be
entitled to business class air travel with the exception that he may travel first
class as and when he is accompanying any dignitaries or business associates who travel
first class. |
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WORK LOCATION & RELOCATION |
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i) |
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During the term of this Agreement, XX Xx shall be based in Hong Kong to perform
his obligation under this Agreement, unless otherwise determined and agreed by both
parties from time to time depending on the business requirement. Asia Payments shall pay
for XX Xx’x initial travel and accommodation expenses to Hong Kong from Kuala Lumpur to
assume the position of President & Chief Executive Officer. As XX Xx may be required to
travel extensively, Asia Payments and XX Xx shall jointly determine appropriate living
facilities for XX Xx whenever he is in Hong Kong performing his obligation under this
Agreement, such living facilities may include but not limited to a hotel room type or a
service apartment. In the event of XX Xx relocating to a work place outside of Hong Kong
or Kuala Lumpur , Asia Payments shall pay all of the costs and expenses of XX Xx and his
immediate family members connected with such relocation, including reasonable moving and
travel expenses and reasonable dwelling costs and education costs (for children under
eighteen (18) years of age) during the entire period in such relocated work place. XX Xx
and his immediate family members shall be entitled to an economy class round trip return
air-travel from the relocated work place to Kuala Lumpur, once a year from the time of
such relocation for taking his home leave. In addition, Asia Payments will furnish XX
Xx, without cost to him and
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during the entire period in such relocated work place, a company owned or leased
automobile of the make and model befitting his position and status in the business
community in such work place. |
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ii) |
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In the event of termination of XX Xx’x employment due to whatever reason while he
his performing his obligations under this Agreement: (a) in Hong Kong, Asia Payments
will pay for his airfare returning to Kuala Lumpur; or (b) in location outside of Hong
Kong or Kuala Lumpur, Asia Payments will pay all of the costs and expenses of XX Xx and
his immediate family members connected with their returning to Kuala Lumpur, including
moving and travel expenses and reasonable temporary dwelling costs (for a period not
exceeding 60 days). |
| 6) |
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TERMINATION, SEVERANCE PAYMENT AND LIQUIDATED DAMAGES |
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a) |
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Elect To Terminate Employment By XX Xx |
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Upon the occurrence of the material breach of this Agreement by Asia Payments and such
breach continues for at least thirty (30) days following written notification by XX
Xx, XX Xx shall have the right to elect to terminate his employment under this
Agreement by resignation upon not less than thirty (30) days prior written notice
given within a reasonable period of time not to exceed, except in case of continuing
breach, four (4) calendar months after the event giving rise to said right to elect. |
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b) |
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Elect To Terminate Employment By Asia Payments (Termination For Cause) |
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Upon the occurrence of any of the following events during the period of XX Xx’x
employment under this Agreement: |
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(i) |
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XX Xx has been convicted of a felony; or |
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(ii) |
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material breach of this Agreement by XX Xx and such breach
continues for at least thirty (30) days following written notification by Asia
Payments; or |
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(iii) |
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the Board has determined that XX Xx’x employment with Asia
Payments may be terminated with “cause” as defined hereunder, |
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Asia Payments shall have the right to elect to terminate XX Xx’x employment under this
Agreement by giving seven (7) days prior written notice given within a reasonable
period of time not to exceed, except in case of continuing breach four (4) calendar
months after the event giving rise to said right to elect. |
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For the purpose of the provision of subsection 6(b)(iii) hereof, termination of XX
Xx’x employment with Asia Payments under this Agreement, by Asia Payments for “cause”
shall mean XX Xx’x termination by action of the Board arising from their findings with
evidence on XX Xx’x dishonesty and/or willful misconduct.
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(i) |
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In the event of termination of XX Xx’x employment under this
Agreement, which termination was either elected by XX Xx pursuant to subsection
6(a) hereof or actioned by the Board without “cause” as defined in the last
paragraph of subsection 6(b) hereof, Asia Payments will: |
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(A) |
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pay XX Xx a xxxxxxxxx payment, within thirty (30) days
from the date of such termination, equal to the product of XX Xx’x monthly
base salary at the time of such termination, multiplied by the
remaining months for XX Xx to provide his services to Asia Payments under
this Agreement as if such termination had not occurred plus a
reasonable amount of ex-gratia payment as determined by the Board for XX
Xx’x loss of office and his past length and performance of services
rendered, such amount, however, shall not be less than Hong Kong Dollars
Two Million (HK$2,000,000); |
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(B) |
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take all necessary actions to ensure that all share
options which XX Xx is entitled to pursuant to subsection 4(c) above and
which would have been vested to XX Xx if such termination had not occurred,
will become fully vested within thirty (30) days from the date of such
termination. |
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(ii) |
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In the event of termination of XX Xx’x employment with Asia
Payments under this Agreement, which termination was elected by Asia Payments
pursuant to subsection 6(b) hereof (Termination for Cause), XX Xx will be
entitled to a severance payment, within thirty (30) days from the date of such
termination, of a reasonable amount of ex-gratia payment as determined by the
Board for XX Xx’x loss of office and his past length and performance of services
rendered. |
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d) |
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Liquidated Damages |
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In the event of termination of XX Xx’x employment, which termination was elected by XX
Xx not under any provision of this Agreement, Asia Pay shall be entitled to seek
liquidated damages from XX Xx. However, the parties hereto acknowledge that the
damages that may be suffered by Asia Payments from such termination of XX Xx’x
employment with Asia Payments, is not ascertainable. Accordingly, the liquidated
damages, if it is sought by Asia Payments, shall be an amount equal to the costs
reasonably incurred by Asia Payments in recruiting a person to replace XX Xx, subject
to no more than Hong Kong Dollar Five Hundred Thousand (HKD 500,000). XX Xx shall pay
Asia Payments such amount within thirty (30) days from the date of presentment of such
bills by Asia Payments. |
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e) |
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Neither party shall be obligated to mitigate any damages arising from the early
termination of this Agreement pursuant to subsection 6(a) or subsection 6(b) or arising
from the election by XX Xx not under any provision of this Agreement, as the case may
be. The severance payment provided for under subsection 6(c)(i) or subsection 6(c)(ii)
above shall not reduce any amount of money that may be owed by Asia Payments to XX Xx or
due to him. The liquidated damages provided for under subsection 6(d) above shall not
reduce any amount of money that may be owed by XX Xx to Asia Payments or due to Asia
Payments.
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a) |
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XX Xx shall devote his full time and attention to, and extent his best efforts in
the performance of his duties under this Agreement , so as to promote the Business of
Asia Payments and Asia Payments’ subsidiaries, associated companies and affiliates. |
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b) |
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Both parties acknowledge and agree that subsection 7(a) above shall not be
construed as preventing XX Xx from the following activities of XX Xx: |
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(i) |
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XX Xx, being an individual businessman, has made prior to the
Commencement Date and may make after the Commencement Date, investments with his
personal assets in businesses which do not compete with the Business of Asia
Payments and that he is and may continue to be or may become a non-executive
director of those companies which conduct such non-competing businesses. |
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(ii) |
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XX Xx being an individual investor, has purchased prior to the
Commencement Date and may continue to purchase after the Commencement Date,
securities in any corporation whose securities are regularly traded in any stock
exchanges in the world PROVIDED THAT such purchase shall not result in his
collectively owning beneficially at any time, five percent (5%) or more of the
equity securities of any corporation engaged in a business competitive to that of
Asia Payments’ |
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(iii) |
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XX Xx, being a leading expert in the payment and loyalty related
businesses, has participated prior to the Commencement Date and may continue to
participate after the Commencement Date, in conferences, seminars and the likes
in which, he may be delivering articles, papers or materials which may or may not
belong to him relating to the payment and loyalty business and/or industry
PROVIDED THAT such disclosure of information and knowledge relating to the
payment and loyalty related business are made in a general manner and that it may
be for the purpose of promoting Asia Payments and/or Asia Payments’ Business. |
| 8) |
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CONFIDENTIAL INFORMATION |
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XX Xx shall not, directly or indirectly, or at any time during the term of this Agreement
hereunder or thereafter and without regard to when or for what reason, if any, use or permit
the use of other information of or relating to Asia Payments or any subsidiary or affiliate
which is not in the public domain and shall not divulge such trade secrets, customers’ lists,
and information to any person, firm, or corporation whatsoever except as may be required by
any applicable law or determination of any duly constituted administration agency. For the
avoidance of doubt, this Clause shall not be applicable to the disclosure of any information
relating to Asia Payments or its subsidiaries or affiliates by XX Xx or Asia Payments’
officer authorised by him, to any third party during any business negotiations or discussions
or delivering speeches in any conference or seminar as referred to in subsection 7(b)(iii)
above.
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| 9) |
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NON-COMPETE |
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In consideration of XX Xx’x promises of (a) not to compete, directly or indirectly, with Asia
Payments either (i) by the establishment of a new company engaged in the same business as
Asia Payments or (ii) to actively seek employment with other companies who directly compete
with Asia Payments; and/or (b) not to recruit any employee of Asia Payments to work either
(i) for a new company established to engage in the same business as Asia Payments or (ii)
with other companies who directly compete with Asia Payments, for a period of one (1) year
from the date of termination of his employment with Asia Payments (hereinafter referred to as
the “Restrain Period”), Asia Payments shall pay to XX Xx a sum of Hong Kong Dollar One
Million Two Hundred Thousand (HD$1,200,000) or the equivalent in United States Dollars in two
equal installments, first installment being made on the date of termination of his employment
and the second installment to be made on the expiration of the Restrain Period. |
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| 10) |
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INTELLECTUAL PROPERTY |
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Any idea, invention, design, written material, manual, system, procedure, improvement,
development or discovery conceived, developed, created or made by XX Xx alone or with others
relating to the business of Asia Payments or any of its subsidiaries or affiliates during the
contract period and whether or not patentable or registerable, shall become the sole and
exclusive property of Asia Payments. XX Xx shall disclose the same promptly and completely to
Asia Payments and shall, during the employment period (I) execute all documents required by
Asia Payments for vesting in Asia Payments the entire right, title and interest in and to
same, (ii) execute all documents required by Asia Payments for filing and prosecuting such
applications for patents, trademarks, service marks and/or copyrights as Asia Payments, in
its sole discretion, any desire to prosecute, and (iii) given Asia Payments all assistance it
reasonably requires, including the giving of testimony in any suit, action or proceeding, in
order to obtain, maintain and protect Asia Payments’ right therein and thereto. |
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| 11) |
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ASSIGNMENT |
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This Agreement and any rights (including XX Xx’x Compensation) hereunder shall not be
assigned, pledged or transferred in any way by either party hereto except that Asia Payments
shall have, with XX Xx’x consent, the right to assign its rights hereunder to any third party
successor in interest of Asia Payments whether by merger, consolidation, purchase of assets
or stock or otherwise. Any attempted assignment, pledge, transfer or other disposition of
this Agreement or any rights, interests or benefits contrary to the foregoing provisions
shall be null and void. |
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| 12) |
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NOTICES |
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All notices, request, demands and other communications hereunder must be in writing and shall
be deemed to have been duly given if delivered by hand, sent by facsimile, or mailed by first
class, registered mail, return receipt requested, postage and registry fees prepaid to, the
application party and addressed as follows: |
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(i) |
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if to the ASIA PAYMENTS:Asia Payment Systems, Inc. |
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00xx Xxxxx |
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Xxx Xxxxxxxx Xxxxxx
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| Employment Contract
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Page 9 |
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0 Xxxxxxxxx Xxxxx |
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Xxxxxxx |
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Xxxx Xxxx |
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Facsimile: 000-0000-0000 |
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(ii) if to XX Xx:
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0 Xxxxxxxxx Xxxxxxxxx Xxxxx |
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Xxxxxxxxx Xxxxxxx |
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00000 Xxxxx Xxxxxx, Xxxxxxxx |
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Facsimile: 603-20944994 |
| 13) |
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SEVERABILITY |
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If any provision of this Agreement shall, for any reason, be adjudged by any court of
competent jurisdiction to be invalid or unenforceable, such judgment shall not affect, impair
or invalidate the remainder of this Agreement but shall be confined in its operation to the
jurisdiction in which made and to the provisions of this Agreement directly involved in the
controversy in which such judgment shall have been rendered. |
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| 14) |
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WAIVER |
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No course of dealing and no delay on the part of any party hereto in exercising any right,
power, or remedy under or relating to this Agreement shall operate as a waiver thereof or
otherwise prejudice such party’s rights, powers and remedies. No single or partial exercise
of any rights, powers or remedies under or relating to this Agreement shall preclude any
other or further exercise thereof or the exercise of any right, power or remedy. |
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| 15) |
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ENTIRE AGREEMENT/GOVERNING LAW |
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This Agreement embodies the entire understanding and supersedes all other oral or written
contracts or understandings, between the parties regarding the subject matter hereof. No
change, alteration, or modification hereof may be made except in writing signed by both
parties hereto, This Agreement shall be construed and governed in all respect and shall at
all times be determined in accordance with the laws of the State Of Nevada, USA. |
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| 16) |
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HEADINGS |
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The headings of Paragraphs herein are included solely for convenience of reference and shall
not control the meaning or interpretation of any of the provisions of
this Agreement.
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| Employment Contract
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Page 10 |
IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement consisting of
eleven (11) pages, on this 22nd day of May, 2006.
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Asia Payment Systems, Inc. |
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By: |
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Witness
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Director |
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| Witness |
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Xx Xxxx
Kau
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| Employment Contract
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Page 11 |
