[LOGO] CHINA FINANCE INC.
EMPLOYMENT AGREEMENT
This AGREEMENT, entered into this 12th day of October, 2004, between China
Finance, Inc., a Utah corporation (the "Company"), and Xxxxxxx Xx (the
"Employee"),
WITNESSETH THAT:
WHEREAS, the parties hereto desire to enter into this Agreement to define
and set forth the terms and conditions of the employment of the Employee by the
Company;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth below, it is hereby covenanted and agreed by the Company and the
Employee as follows:
1. Position; Employment Period
The Company hereby employs the Employee as its CEO/ Chairman, and the
Employee hereby agrees to serve in such capacity, for the period beginning 12th
October, 2004, and ending on the date on which the Employee's employment is
terminated in accordance with paragraph 7 below (the "Employment Period").
2. Performance of Duties
(a) The Employee agrees that during the Employment Period he shall devote
his full business time to the business affairs of the Company and shall perform
his duties faithfully and efficiently; provided that the foregoing shall not
limit or prevent the Employee from serving on the board of directors of
charitable organizations or other business corporations not in competition with
the Company.
(b) The Employee shall not be assigned duties and responsibilities that
are not generally within the scope and character associated or required of other
employees of similar rank and position. You shall perform services at China
Finance, Inc.'s offices at 000 Xxxxxxx Xxxxxx, Xxxxx #000, Xxxxxx Xxxx, XX 00000
or at such other location as China Finance, Inc. shall determine. In addition,
you shall be available to travel at such times and to such places as may be
necessary in connection with the performance of your duties.
3. Compensation
Subject to the following provisions of this Agreement, during the
Employment Period the Employee shall be compensated for his services as follows:
(a) He shall receive an annual salary; payable in monthly or other
frequent installments, in an amount which shall initially be $ 72,000 per annum,
subject to such increases as may from time to time be determined by the Board of
Directors of the Company. He will not be entitled to any other compensation,
benefits, or bonus.
(b) He shall be entitled to paid holidays on such work dates as are
considered federal public holidays.
4. Competing Businesses
During the period of his employment under this Agreement, the Employee
shall not be employed by or otherwise engage in or be interested in any business
in competition with the Company, or with any of its subsidiaries or affiliates,
except that the Employee's investment in any such business shall not be
considered a violation of this paragraph if such business is not in competition
with the Company.
5. Confidentiality
During and after the Employment Period, the Employee will not divulge or
appropriate to his own use or to the use of others, in competition with the
Company, any secret or confidential information or knowledge pertaining to the
business of the Company, or of any of its subsidiaries, obtained by him in any
way while he was employed by the Company or by any of its subsidiaries. In
connection with the employment, the Employee shall execute and deliver China
Finance, Inc.'s standard form of Nondisclosure, Nonsolicitation and
Noncompetition Agreement (the "Noncompetition Agreement").
6. Remedies
If at any time the Employee violates to a material extent any of the
covenants or agreements set forth in paragraphs 4 and 5, the Company shall have
the right to terminate all of its obligations to make further payments under
this Agreement. The Employee acknowledges that the Company would be irreparably
injured by a violation of paragraph 4 or 5 and agrees that the Company shall be
entitled to an injunction restraining the Employee from any actual or threatened
breach of paragraph 4 or 5 or to any other appropriate equitable remedy without
any bond or other security being required.
7. Amendment and Termination This Agreement may be amended or cancelled by
mutual agreement of the parties without the consent of any other person and, so
long as the Employee lives, no person, other than the parties hereto, shall have
any rights under or interest in this Agreement or the subject matter hereof The
Employment Period shall terminate as of the earliest of:
(a) 10/1/2007;
(b) the last day of the month in which the date of the Employee's death
occurs; or the date on which the Company gives notice to the Employee if such
termination is for Cause.
(c) For purposes of this Agreement, Termination for Cause means the
Company's termination of the employment for any of the following reasons: (i)
Employee's commission of any act of fraud, embezzlement or dishonesty, (ii)
Employee's unauthorized use or disclosure of any confidential information or
trade secrets of the Company, (iii) any intentional misconduct by the Employee
which has a materially adverse effect upon the Company's business or reputation,
(iv) Employee's continued failure to perform the major duties, functions and
responsibilities of the Employee's position after written notice from the
Company identifying the deficiencies in the Employee's performance and a
reasonable cure period of not less than thirty (30) days or (v) a material
breach of Employee's fiduciary duties as an officer of the Company.
(d) Should the employment with the Company terminate by reason of an
Involuntary Termination, the Employee will not be entitled to any other
compensation or benefits.
(e) For purposes of this Agreement, Involuntary Termination means (i) the
involuntary termination of your employment with the Company other than a
Termination for Cause or (ii) your voluntary resignation or (iii) a change in
the control or ownership of the Company.
8. Notices
Any notice required or permitted to be given under this Agreement shall be
sufficient if in writing and if sent by registered mail to the Company at its
principal executive offices or to the Employee at the last address filed by him
in writing with the Company, as the case may be.
9. Non-Assignment
The interests of the Employee under this Agreement are not subject to the
claims of his creditors and may not be voluntarily or involuntarily assigned,
alienated or encumbered.
10. Successors
This Agreement shall be binding upon, and inure to the benefit of, the
Company and its successors and assigns and upon any person acquiring, whether by
merger, consolidation, purchase of assets or otherwise, all or substantially all
of the Company's assets and business.
11. Applicable Law
The provisions of this Agreement shall be construed in accordance with the
laws of the State of New Jersey.
12. Counterparts
The Agreement may be executed in two or more counterparts, any one of
which shall be deemed the original without reference to the others.
IN WITNESS WHEREOF, the Employee has hereunto set his hand, and the
Company has caused these presents to be executed in its name and on its behalf,
all as of the day and year first above written.
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Xxxxxxx XX
China Finance, Inc.
By:
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Its: Director
