VALENCE TECHNOLOGY, INC.
April 1, 2005
Jin-Xxxx Xxxxx
000 Xxxxxx Xxxxx
Xxxx Xxxx, Xxxxxxxxxx 00000
Dear Xxx-Xxxx:
I am pleased to offer you a position with Valence Technology, Inc. (the
"Company") as its President of Asia-Pacific Operations. This letter outlines the
terms of our employment offer. If it is agreeable to you, please so indicate by
executing a copy of this letter in the space provided for below, and returning
it to the undersigned. The key terms are as follows:
1. Capacity and Duties. You shall serve as the President of Asia-Pacific
Operations and shall report directly to Xxxxxxx Xxxxxxxx, Chairman of
the Board of Directors, Chief Executive Officer and President of the
Company. Subject to the direction and control of the Chairman of the
Board of Directors, Chief Executive Officer and President of the
Company, you shall have the full authority and responsibility to
operate and manage, on a day-to-day basis, the President of
Asia-Pacific Operations business and affairs of the Company. You shall
devote your business time, energy, and efforts faithfully and
diligently to promote the Company's interests. The foregoing shall not
preclude you from engaging in appropriate professional, educational,
civic, charitable or religious activities or from devoting a
reasonable amount of time to private investments, provided that such
activities do not interfere or conflict with your duties to the
Company. Except for routine travel incident to the business of the
Company, you shall perform your duties and obligations under this
Agreement from an office provided by the Company in Shanghai, China.
2. Compensation. During the term of your employment with the Company,
your salary shall be at an annualized rate of two hundred fifty
thousand dollars ($250,000). The Company may deduct from your salary
amounts sufficient to cover applicable federal, state and/or local
income tax withholdings and any other amounts, which the Company is
required to withhold by applicable law. In the event you or the
Company terminates your employment, for any reason, you will earn the
base salary prorated to the date of termination.
3. Stock Options. You will be granted 250,000 stock options under the
Company's stock incentive programs. The exercise price of this option
will be the closing value of Valence's stock on your first day of
employment. This option vests over a four-year period; 25% on your
anniversary date and 75% vests quarterly over the remaining three
years. In the event of a Change of Control in the Company, termination
without Good Cause or resignation with Good Reason (each as defined
below), all options granted prior to the effective date of the
transaction shall immediately vest and become exercisable on the date
of such Change of Control or Termination for Other than Good Cause or
Resignation for Good Reason.
4. Benefits. During the term of your employment, if and to the extent
eligible you shall be entitled to participate in all operative
executive officer benefit and welfare plans of the Company then in
effect ("Company Benefit Plans"), including, to the extent then in
effect, group life, medical, disability and other insurance plans, all
on the same basis generally applicable to the executives of the
Company; provided, however, that nothing contained in this paragraph
shall, in any manner whatsoever, directly or indirectly, require or
otherwise prohibit the Company from amending, modifying, curtailing,
discontinuing or otherwise terminating, any Company Benefit Plan at
any time effective upon notification to you. You will be eligible for
four weeks of vacation per year, accrued on a bi-weekly basis.
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Confidential Valence Technology, Inc. 0000 Xxxxxx Xxxxx Xxxx.,
Xxxxxx Xxxxx 00000
Tel: 000-000-0000, Fax: 000-000-0000
VALENCE TECHNOLOGY, INC.
5. Payments on Change of control or Termination for Other than Good Cause
or Resignation for Good Reason.
5.1 If during the twenty four (24) months commencing on your first
day of employment, there occurs a Change of control (as defined
in Section 5.3 below) of the Company, the Company terminates your
employment for other than Good Cause (as defined in Section 5.2
below), or you resign for Good Reason (as defined in Section 5.4
below), the Company shall (a) pay to you, on the fifth day
following the date on which the Change of Control, termination or
resignation occurs (which for purposes of this Section 5, shall
be the Termination Date), a lump sum payment of an amount equal
to one hundred twenty five thousand dollars ($125,000) and (b)
provide you with continued group health insurance coverage for
six (6) months following the termination date, on the same terms
as during your employment, provided that the Company's carrier
allows for such coverage continuation. In the event the Company's
carrier does not allow such coverage continuation, the Company
will pay the monthly premium for group health benefits for a
period of six (6) months, provided that you elect to continue
such benefits and remain eligible to receive the benefits in
accordance with the applicable provisions of COBRA. If your
health insurance coverage included your dependents immediately
prior to the Termination Date, such dependents shall also be
covered at the Company's expense. In the event a Change of
control, a termination for other than Good Cause or you resign
for Good Reason or otherwise following such twenty four (24)
month period, you shall be entitled to receive only your base
salary then in effect, prorated to the date of termination, and
any benefits and expense reimbursement to which you are entitled
by virtue of your employment with the Company and indemnification
for acts and decisions made while in your role as President of
Asia-Pacific Operations of the Company.
5.2 For purposes of the Agreement, "Good Cause" shall mean and
include termination by reason of (a) your conviction (including
any plea of guilty or no contest) of (i) any felony or
misdemeanor involving the embezzlement, theft or misappropriation
of monies or other property of the Company and (ii) any felony
involving the embezzlement, theft or misappropriation of monies
or other property or crime of moral turpitude; (b) your willful
and continued neglect by you of your duties as President of
Asia-Pacific Operations, but only if such neglect continues for
30 days following receipt by you of written notice from the
Company specifying such breach and demanding that you cure such
breach, and (c) your willful failure to abide by the Company's
policies applicable to your employment. In the event your
employment is terminated in accordance for "Good Cause," you
shall be entitled to receive only your base salary then in
effect, prorated to the date of termination, and any benefits and
expense reimbursement to which you are entitled by virtue of your
employment with the Company and indemnification for acts and
decisions made while in your role as President of Asia-Pacific
Operations of the Company.
5.3 For purposes of this Agreement, "Change of control" of the
Company shall be deemed to have occurred if (a) there shall be
consummated (i) any consolidation or merger of the Company into
or with another Person (as such term is used in Sections 13(d)(3)
and 14(d)(2) of the Securities and Exchange Act of 1934, as
amended (the "Exchange Act,")), if the shareholders of the
Company immediately prior to such consolidation or merger
(collectively, the "Company Shareholders") own less that 50% of
the voting control of the surviving corporation immediately after
the merger or consolidation, or (ii) any sale, lease or other
transfer (in one transaction or a series of related transactions)
of all or substantially all of the assets of the Company; (b) any
Person other than Xxxx Xxxx or any entity owned or affiliated
with him shall become the beneficial owner (within the meaning of
Rule 13d-3 under the Exchange Act) of voting securities of the
Company representing more than fifty percent (50%) of the voting
control of the Company, (c) a liquidation of the Company.
5.4 Voluntary Resignation for Good Reason. You may voluntarily resign
your position with the Company for Good Reason, at any time, on
thirty (30) days advance written notice. You will be deemed to
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Confidential Valence Technology, Inc. 0000 Xxxxxx Xxxxx Xxxx.,
Xxxxxx Xxxxx 00000
Tel: 000-000-0000, Fax: 000-000-0000
VALENCE TECHNOLOGY, INC.
have resigned for "Good Reason" if you resign following any of
the circumstances: (a) the Company relocates your principal work
location from Shanghai, China without your agreement (b) the
Company assigns to you any duties inconsistent with your position
as President of Asia-Pacific Operations of the Company, or
substantially diminishes your status, responsibilities or
organizational position (c) your Base Salary is reduced more than
ten percent (10%) (d) the Company (i) fails to continue in effect
at a level at least equal to the compensation or benefits (or
formulas therefore) in effect immediately prior to a Change of
Control (as defined in Paragraph 5.3), (ii) any compensation plan
in which you participated prior to the Change of Control,
including, but not limited to, the Company's incentive
compensation plans or benefits which has the effect of
substantially diminishing the level of your overall benefits
received under the Agreement, unless an equitable arrangement has
been made with respect to such compensation plan or benefits that
you have approved (e) a Change of Control (as defined in
Paragraph 5.3) occurs or (f) the Company has breached a material
provision of the Agreement that has not been cured within thirty
(30) days of written notice from you to the Company.
6. Business Expenses. You will be reimbursed for all reasonable,
out-of-pocket business expenses incurred in the performance of your
duties on behalf of the Company. To obtain reimbursement, expenses
must be submitted promptly with appropriate supporting documentation
in accordance with the Company's policies.
7. Dispute Resolution. All disputes arising in connection with your
employment shall be settled by arbitration in the county in which the
principal executive offices of the Company is located at the time the
dispute arises. The Company and you will execute a separate
arbitration agreement in customary form evidencing such agreement.
8. Miscellaneous. This offer is subject to your submission of an I-9 form
and satisfactory documentation respecting your identification and
right to work in the United States no later than three days after your
employment begins. Because of the nature of the Company's business,
you must execute a Confidentiality Agreement in the Company's standard
form as a condition of your employment with the Company. The Agreement
may be modified by the Company from time to time, and as a condition
of continued employment you agree to execute any amended Agreement.
Except as may be otherwise set forth herein, your employment with the
Company will be on an at-will basis, meaning that either you or the
Company may terminate the employment at any time, with or without
notice, and with or without Good Cause. No employee of the Company may
alter your status as an at-will employee.
To indicate your acceptance of the Company's offer, please sign and date
this letter in the space provided below and return it to me. A duplicate
original is enclosed for your records. This letter sets forth the terms of your
employment with the Company as of this date and supersedes any prior
representations or agreements whether written or oral. This letter may not be
modified or amended except by a written agreement, signed by the Chairman of the
Board of Directors, Chief Executive Officer and President of the Company and by
you.
Xxx-Xxxx, I look forward to your favorable reply and to a productive and
exciting working relationship.
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Confidential Valence Technology, Inc. 0000 Xxxxxx Xxxxx Xxxx.,
Xxxxxx Xxxxx 00000
Tel: 000-000-0000, Fax: 000-000-0000
VALENCE TECHNOLOGY, INC.
Sincerely,
/s/ Xxxxxxx Xxxxxxxx 4/04/05
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Xxxxxxx Xxxxxxxx Date: April 4, 2005
ACCEPTED AND AGREED TO:
/s/ Jin-Xxxx Xxxxx 4/04/05
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Jin-Xxxx Xxxxx Date: April 4, 2005
Cc: Xxx Xxxxxx
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Confidential Valence Technology, Inc. 0000 Xxxxxx Xxxxx Xxxx.,
Xxxxxx Xxxxx 00000
Tel: 000-000-0000, Fax: 000-000-0000
