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EXHIBIT 10.12
EMPLOYMENT AGREEMENT
This Agreement (this "Agreement") was entered into on the 20th day of March
1999 between
PARTIES:
XXXXXXX XXX MAN XXX of 00 Xxxxxx Xxxx, Xxx 0X, Xxxx Xxxxx Xxx, Xxxx Xxxx
(the "Executive"); and
SUPPLY CHAIN SERVICES LIMITED, a company incorporated in Hong Kong, the SAR
and having its offices at 8/F Guangdong Textile Center, 00 Xxxxxx Xxxxxx,
Xxxxxxxxxxx, Xxxxxxx, Xxxx Xxxx SAR (the "Company").
WHEREAS the Company wishes to employ the Executive in the capacity of
Business Development Manager of the Company.
NOW IT IS HEREBY AGREED as follows:
1. TERMS OF EMPLOYMENT
Such employment shall commence on 21 March 1999 (the "Commencement Date")
and shall continue for a period of three (3) years from the Commencement Date,
unless earlier terminated in accordance with Clause 10 hereof (the "Employment
Term").
2. DUTIES
2.1 For the duration of this Agreement the Executive shall:
(i) In her capacity, supervise and manage all aspects of the
Company's operations, assist in developing, marketing and
promoting the Company's its subsidiaries and its businesses,
including but not limited to the businesses related to supply
chain services and perform other related activities, such as the
function of the corporate secretary;
(ii) Report directly to the Managing Director of the Company;
(iii) In the discharge of her duties and in the exercise of her powers
observe and comply with all requests, resolutions, regulations
and directions from time to time made or given by the Company
and the Board of Directors; and
(iv) Use her best endeavours to develop and expand the business of
the Company and its subsidiaries.
2.2 The Executive shall at all times keep the Company informed of her
conduct of the business or affairs of the Company and provide such
information and reports as the Company may from time to time require
in connection therewith.
3. REMUNERATION
3.1 The Company shall pay to the Executive during the continuance of this
Agreement the following salary on the following terms:
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(i) BASIC SALARY -- The Executive shall be paid a salary of
HK$45,000 per month (or equivalent to US$5,800 per month),
payable in arrears on the last day of each calendar month. The
Basic Salary is paid to the Executive on a 13-month basis. The
13-month salary will be paid to the Executive in December of
each year.
(ii) ANNUAL BONUS -- In addition to other compensation payable
hereunder, the Board of Directors may, at its sole and absolute
discretion, grant the Executive an annual bonus for each year
during the Employment Term. If granted, any bonus shall be paid
to the Executive no later than the last day of February of each
year.
(iii) REASONABLE EXPENSES -- The Company shall pay or reimburse the
Executive for any reasonable expenses incurred by the Executive
for the business of the Company, on the basis consistent with
policies and guidelines approved by the Company and in effect
from time to time.
3.2 The Company shall conduct an annual appraisal of the Executive in
December of each year.
3.3 The annual increment on the Executive's basic salary will be granted
at the discretion of the Board of Directors, and if granted, the new
salary will take into effect in January of each year.
4. HOLIDAYS AND OTHER ENTITLEMENTS
4.1 The Executive shall be entitled to 21 days of holiday per annum in
addition to statutory public holidays. However, upon termination of
the employment hereunder, the Executive shall be in no event entitled
to compensation for accrued vacation and time in excess of the number
of days of vacation that the Executive has accrued during the last
twelve (12) months of employment with the Company and which has not
been used.
4.2 Subject to all eligibility requirements and legal limitations, the
Executive shall be entitled to participate in any and medical
insurance plans, pension plans and long term disability insurance
plans and/or other benefit plans which from time to time may be
established for other employees of the Company.
5. PLACE AND HOURS OF EMPLOYMENT
5.1 The Executive's place of employment shall be the Hong Kong SAR and the
People's Republic of China, although the Executive may be required to
travel to other countries from time to time to carry out her duties
under this Agreement.
5.2 The Executive shall carry out her duties between 9:00 to 18:00 from
Monday to Friday and 9:00 to 13:00 on Saturday and such further hours
as may from time to time as deem necessary by the nature of the
Company's business, operations and objectives.
6. CONFIDENTIALITY
6.1 The Executive agrees that during the term of her employment with the
Company and for the period of 6 months following the termination of
the Executive's employment with the Company to hold in the strictest
confidence, and not to use or disclose to any person, firm or
corporation, any Confidential Information of the Company (the
"Confidential Information"), pertaining to any technical data, source
codes, software programs, trade secrets, know-how and other
information of a similar nature (whether or not originated by the
Executive and whether or not reduced to writing or designated as
confidential), which is used in the Company's business and:
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(i) is proprietary to, about or created by the Company;
(ii) gives the Company some competitive business advantage or the
opportunity of obtaining such advantage or disclosure of which
could be detrimental to the interests of the Company;
(iii) is designated as Confidential Information by the Company, or
from all the relevant circumstances should reasonably be assumed
to be confidential and proprietary to the Company; or
(iv) is not generally known by non-personnel. This obligation shall
extend to all Confidential Information known to the Executive,
whether it was disclosed to the Executive either directly or
indirectly in writing, orally or by illustration or
observations.
6.2 The Executive shall not be required to maintain confidentiality with
respect to the following:-
(i) information which is or becomes part of the public domain
otherwise than as a result of a breach of Clause 6. 1;
(ii) information obtained from a third party legitimately possessing
such information and not under any obligation of secrecy or
confidentiality to the Company;
(iii) information which the Executive needs to disclose to her legal
advisers, accountants or financial advisers in order to obtain
professional advice;
(iv) information that the Executive is required to disclose pursuant
to any law or order of any court or pursuant to any direction,
request or requirement of any governmental or other authority
having jurisdiction over the Executive; or
(v) information that the Executive needs to disclose to other
employees of the Company that is necessary for the proper
discharge of their duties, on a need to know basis.
6.3 All notes, records and writings, electronic files etc. made by the
Executive or in her possession relating to the business of the Company
shall be and remain the property of the Company and shall be handed
over by her to the Company from time on demand by the Company, and in
any event, upon the termination of this Agreement.
6.4 The Executive agrees that she will not, during her employment with the
Company, improperly use or disclose any confidential or proprietary
information or bring onto the premises of the Company any tangible
confidential or proprietary information belonging to any former
employer or other person or entity.
6.5 The Executive recognizes that the Company may receive confidential or
proprietary information from third parties. The Executive agrees to
hold all such confidential or proprietary information in the strictest
confidence and not to disclose it to any person, firm or corporation
or to use it as necessary in carrying out his work for the Company
consistent with the Company's agreement with such third party.
6.6 The Executive acknowledges that, in the event of a breach of any of
her covenants under this Clause 6, there is not an adequate remedy at
law and that, therefore, the Company, shall be entitled to injunctive
or other equitable relief, in addition to other available remedies,
including the recovery of damages.
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7. INTELLECTUAL PROPERTY
7.1 All rights of any nature whatsoever, whether legal or beneficial or
moral, including without limitation to any software program, codes,
copyright, business name, patent, trade xxxx, design rights and any
other intellectual property rights in all materials developed,
written, created and/or prepared by the executive in the course of her
employment with the Company in relation to carrying out her duties
under this Agreement, shall vest with the Company. The Executive shall
not do anything that could endanger the vesting, maintenance or
enforcement by the Company of such rights.
7.2 The provisions of this Clause 7 shall survive the expiry or
termination of this Agreement.
8. TERMINATION
8.1 The Company or the Executive, at its own discretion, may terminate
this Agreement by giving a 3 months notice in writing or payment in
lieu of 3 months notice.
8.2 This Agreement may be terminated forthwith by the Company without
prior notice:
(i) Upon the following events:
(a) Negligence -- the Executive to be habitually neglectful in
her duties;
(b) Material Breach -- the Executive to commit any irredeemable
or serious or persistent material breach of any of the
provisions herein contained;
(c) Commitment of Criminal Offence -- the Executive to be
convicted of any criminal offence (other than minor offence
which is in reasonable opinion of the Company does not
affect her -ability or the perception of her ability to
perform her duties and her position;
(d) Disability -- the Executive to become permanently
incapacitated by accident or ill-health from performing her
duties under this Agreement and for the purpose of this
sub-clause incapacity for six (6) consecutive months or for
an aggregate period of time in any period of twelve (12)
months shall be deemed to be permanent incapacity; or
(e) Death -- Executive's death.
(ii) on any other ground where an employer would be entitled to
terminate an employment contract without notice at common law or
by virtue of the operation of any statutory provisions.
8.3 On the termination of this Agreement, the Executive shall deliver to
the Company all books, documents, papers, materials and any other
property relating to the business of the Company which may then be in
her possession.
8.4 In the event that the Executive is terminated Without Cause during the
first two (2) years of the initial three (3) year term, the Company
shall pay the Executive compensation equivalent to one (1) year's Base
Salary under Clause 3.1, plus medical benefits under Clause 4.2. If
the Executive is terminated
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Without Cause after the first two (2) years of the initial three (3)
years term, the Executive shall be entitled to continue to receive
Base Salary under Clause 3.1 and medical benefits until the expiration
of the initial three (3) year term. All amounts paid under this Clause
shall be paid in accordance with the Company's usual payroll practices
as they exist from time to time.
9. INTERPRETATIONS
9.1 The headings to the Clauses are solely for the purpose of convenience
and have no legal effect.
9.2 Unless the context otherwise requires, words herein importing the
masculine, feminine or neuter gender shall include the others of them
and words herein importing the singular shall include the plural and
vice versa.
10. NOTICES
10.1 Any notice given under or in connection with this Agreement must be in
writing and shall be delivered personally or sent by registered post.
The address for service of either party shall be his or its address as
stated in this Agreement or if any other address for service has
previously been notified in writing to the server, the address so
notified.
10.2 Any such notice shall be deemed to have been served:
(i) if personally delivered, at the time of delivery; or
(ii) if posted, at the expiry of two business days after it was
posted.
11. JURISDICTION AND GOVERNING LAW
11.1 This Agreement shall be governed by and construed in accordance with
the laws of the Hong Kong SAR and the parties hereto submit to the
exclusive jurisdiction of the Courts of the Hong Kong SAR in the
determination of any dispute arising hereafter.
12. MODIFICATIONS AND WARRANTIES
12.1 No term or provision of this Agreement shall be varied or modified
except by written instrument signed by both parties hereto.
12.2 This Agreement sets out full and entire agreement between the parties
hereto and supercedes any previous agreements, warranties, commitments
or understandings, written or verbal between two parties.
12.3 If at any time any term or provision in this Agreement shall be held
to be illegal, invalid or unenforceable, in whole or in part, under
any rule of law or enactment, such term or provision or part thereof
shall to that extent be deemed not to form part of this Agreement, but
the enforceability of the remainder of this Agreement shall not be
affected.
12.4 Neither party to this Agreement shall assign, encumber or dispose of
any of its or her rights and/or obligations under or in connection
with this Agreement without prior written consent of the other party.
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IN WITNESS whereof the parties hereto have set their respective hands the
day and year first above written.
SIGNED )
XXXXXXX XXX MAN CHU )
"EXECUTIVE" )
in presence of:- ) /s/ Xxxxxxx Xxx Man Xxx
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SIGNED )
For and on Behalf of )
SUPPLY CHAIN SERVICES LIMITED )
"COMPANY" )
in presence of:- ) /s/ Xxxxxx Xxx
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