Employment Agreement
This
employment agreement (“Agreement”) is entered into at the 17th day of November,
2007 by and between New Paradigm Productions, Inc., which will change its name
as China Marine Food Group Limited (“Company”), a Nevada corporation with
business address at Dabao Industrial Zone, Shishi City, Fujian Province, China,
and Xx. Xxxxxxx Xxx (“Executive”), a Hong Kong citizen.
Based
on
the principles of equality and through amicable negotiation, both parties agree
to enter into this agreement for the appointment of Executive as a director
and
Chief Executive Officer (“CEO”) of the Company.
| 1. |
Appointment
|
The
Company hereby appoints the Executive as the Director and CEO of the
Company.
| 2. |
Remuneration
|
| a. |
Salary
|
Annual
salary of RMB1,000,000, payable in equal monthly payments in arrear of each
month.
| b. |
Bonus
|
The
Company shall pay the Executive an incentive bonus based on the Company’s PBT.
For this purpose, “PBT” refers to the audited combined profit from operations
and before income tax and before dividend distribution, if any (excluding
non-recurring exceptional items and extraordinary items), and before minority
interests, if any, of the Company for the relevant financial year.
The
amount of incentive bonus that the Executive shall receive in each financial
year will be determined as follows:
|
PBT
|
Rate
of Incentive Bonus
|
|
|
Where
the PBT is between USD 10,684,000 and USD 13,356,000
|
0.75%
of the PBT
|
|
|
Where
the PBT is USD 13,356,000 or more but not more than USD
16,027,000
|
0.75%
of the PBT for the first USD 13,356,000 of PBT; and
1.0%
on the amount over USD 13,356,000
|
|
|
Where
the PBT is USD 16,027,000 and above
|
0.75%
of the PBT for the first USD 13,356,000 of PBT;
1.0%
on the USD 2,671,000 after the first USD 13,356,000 of PBT; and
1.5%
on the amount over USD
16,027,000
|
| 3. |
Responsibilities
of the Executive
|
The
Company shall employ the Executive as its Chairman of the Board and Chief
Executive Officer. The Executive shall perform faithfully and loyally and to
the
best of the Executive’s abilities the duties assigned to the Executive hereunder
and shall devote the Executive’s full business time, attention and effort to the
affairs of the Company.
Subject
to the powers, authority and responsibilities vested in the Board and duly
constituted committees of the Board, the Executive shall have the authority,
responsibility and duty customarily exercised by a person holding the position
of Chairman of the Board and CEO. The Executive shall also perform such other
duties (not inconsistent with the positions of Chairman of the Board and CEO)
on
behalf of the Company as may from time to time be authorized by the
Board.
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| 4. |
Non-competition
and Non-solicitation
|
In
consideration of the salary paid to the Executive by the Company, the Executive
agree that during the term of the Employment and for a period of two (2) years
following the termination of the Employment for whatever reason:
| a. |
The
Executive will not approach clients, customers or contacts of the Company
or other persons or entities introduced to the Executive in the
Executive’s capacity as a representative of the Company for the purposes
of doing business with such persons or entities which will harm the
business relationship between the Company and such persons and/or
entities;
|
| b. |
unless
expressly consented to by the Company, the Executive will not assume
employment with or provide services as a director or otherwise for
any
Competitor, or engage, whether as principal, partner, licensor or
otherwise, in any Competitor; and
|
| c. |
unless
expressly consented to by the Company, the Executive will not seek
directly or indirectly, by the offer of alternative employment or other
inducement whatsoever, to solicit the services of any employee of the
Company employed as at or after the date of such termination, or in
the
year preceding such termination.
|
This
Clause 4 shall survive the termination of this Agreement for any reason. In
the
event the Executive breaches this Clause 4, the Executive acknowledges that
there will be no adequate remedy at law, and the Company shall be entitled
to
injunctive relief and/or a decree for specific performance, and such other
relief as may be proper (including monetary damages if appropriate). In any
event, the Company shall have right to seek all remedies permissible under
applicable law.
| 5. |
Responsibilities
of the Company
|
| a. |
The
Executive shall have been delegated appropriate authority to carry
out its
duties.
|
| b. |
The
Executive shall have the right to participate in the mandatory social
security insurance programs (including but not limit to endowment
insurance and medical insurance)
|
| 6. |
Term
of this Agreement
|
This
Agreement shall have a term from the date hereof until December 31, 2010. This
Agreement is renewable with mutual consent by both parties.
7. Amendment
This
Agreement may not be amended, modified or changed (in whole or in part), except
by a formal, definitive written agreement expressly referring to this Agreement,
which agreement is executed by both of the parties hereto.
8. Termination
of the Agreement
(a)
By
the
Company.
The
Company may terminate the Employment for cause, at any time, without notice
or
remuneration, if (1) the Executive is convicted or pleads guilty to a felony
or
to an act of fraud, misappropriation or embezzlement, (2) the Executive has
been
negligent or acted dishonestly to the detriment of the Company, (3) the
Executive has engaged in actions amounting to misconduct or failed to perform
his or her duties hereunder and such failure continues after the Executive
is
afforded a reasonable opportunity to cure such failure, (4) the Executive has
died, or (5) the Executive has a disability which shall mean a physical or
mental impairment which, as reasonably determined by the Board. In addition,
the
Company may terminate the Employment without cause, at any time, upon three
months written notice, and upon termination without cause, the Company shall
provide compensation of RMB3,000,000 to the Executive.
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(b)
By
the
Executive.
By
giving a three months’ prior written notice, the Executive may resign prior to
the expiration of the Agreement if such resignation is approved by the Board
or
an alternative arrangement with respect to the Employment is agreed to by the
Board. As for termination without cause, the Executive shall provide remedy
of
RMB3,000,000 to the Company.
(c)
Notice
of Termination.
Any
termination of the Executive’s employment under this Agreement shall be
communicated by written notice of termination from the terminating party to
the
other party. The notice of termination shall indicate the specific provision(s)
of this Agreement relied upon in effecting the termination.
Signed
by
______________________________________
New
Paradigm Productions, Inc.
________________________________________
Xxxxxxx
Xxx
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