EXECUTIVE EMPLOYMENT AGREEMENT
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NCN
GROUP MANAGEMENT
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I, MOK,
Xxxxx Xx Luk, agree to the terms and conditions of employment with NCN Group
Management Limited (“Company”) set forth in this Employment Agreement
(“Agreement”). This Agreement supersedes all previous agreements,
promises, representations, understandings and negotiations between the parties,
whether written or oral, with respect to the subject matter hereof.
2. Nature
of Duties. I shall be the Company’s Chief Financial Officer
reporting to the Company’s Chief Executive Officer. I shall also be
the Chief Financial Officer of the Company’s ultimate parent company, Network CN
Inc. (“the Parent Company”). As such, I shall work exclusively for the Company,
the Parent Company, subsidiaries and affiliated companies (collectively “the
Group”) and shall have all of the customary powers and duties associated with
this position, including day-to-day financial control of the Company and the
Group. I shall devote my full business time and effort to the
performance of my duties for the Company and the Group, which I shall perform
faithfully and to the best of my ability. I shall be subject to the
Company’s policies, procedures and approval practices, as generally in effect
from time-to-time.
3. Place
of Performance. I shall be based in Hong Kong and/or China,
except for required travel on the Company’s business.
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NCN
GROUP MANAGEMENT
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(c) Stock
Grant. Upon the commencement of my employment under this
Agreement, I will be entitled to a stock grant (“Grant”) of 1,500,000 shares of
the Parent
Company’s common stock; certain percentage of the Grant shall vest and become
exercisable according to the following table if I remain employed by the
Company
and its subsidiaries through the vesting date.
Vesting
date
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Stock
grant
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December
31, 2007
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100,000
shares of the Company’s common stock
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December
31, 2008
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200,000
shares of the Company’s common stock
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December
31, 2009
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300,000
shares of the Company’s common stock
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December
31, 2010
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400,000
shares of the Company’s common stock
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December
31, 2011
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500,000
shares of the Company’s common
stock
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The
Grant
shall be subject to all terms of the Parent Company’s 2007 stock option/stock
issuance plan or any future stock option/stock issuance plan under which it
was
issued.
(d) Income
Tax Reimbursement. I shall receive a payment sufficient to
cover the Hong Kong personal income taxes resulting from my employment under
this Agreement.
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NCN
GROUP MANAGEMENT
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DISCHARGE
FOR CAUSE
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Payment
or provision when due of (1) any unpaid base salary, expense
reimbursements, and vacation days accrued but not used prior to
termination of employment, and (2) other unpaid vested amounts or
benefits
under Company compensation, incentive and benefit
plans.
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DISABILITY
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Same
as for “Discharge for Cause”, EXCEPT that I also shall be potentially
eligible for disability benefits under any Company-provided disability
plan in which I then participate, and I shall be entitled to accelerated
vesting of all stock grants I have been granted that, as of the date
of
such disability, remain unexercised and unvested, to the extent
permissible by law.
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DISCHARGE
OTHER THAN FOR CAUSE OR DISABILITY
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Same
as for “Discharge for Cause”, EXCEPT that, in exchange for my execution of
a general release document in a form provided by and acceptable to
the
Company, my base salary payments at my annual salary rate at the
time, but
not my employment, shall (1) where there has been no Change In Control
(as
defined below), continue for 48 months, or (2) where there has been
a
Change in Control in the preceding one (1) year, continue for 60
months. Such payments shall be payable in one lump sum
immediately upon the termination of employment. In addition, I
shall be entitled to accelerated vesting of all stock grants, as
of the
date of such termination Other Than for Cause, remain unexercised
and
unvested, to the extent permissible by law.
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RESIGNATION
WITHOUT GOOD REASON
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Same
as for “Discharge for Cause”.
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RESIGNATION
WITH GOOD REASON
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Same
as for “Discharge Other Than for Cause or Disability”.
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DEATH
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Same
as for “Disability,” EXCEPT that payments shall be made to the person or
entity prescribed by me or Company
policies.
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NCN
GROUP MANAGEMENT
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(i) my
refusal to follow lawful directions or my material failure to perform my duties
(other than by reason of physical or mental illness, injury, or condition),
in
either case, after I have been given notice of my default and a reasonable
opportunity to cure it;
(ii) my
failure to comply with any Company policy;
(iii) my
engaging in conduct that is or may be unlawful, or to the possible detriment
of
the Company and its affiliates, and their predecessors and successors, or my
own
reputation; or
(iv) my
seeking, exploring or accepting a position with another business enterprise
or
venture without the Company’s written consent at any time before I have resigned
from the Company or been discharged.
If
I am
discharged for Cause, I will only receive the benefits to which I am entitled
under Section 5(b).
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NCN
GROUP MANAGEMENT
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(g) Resignation. I
may resign my employment with or without “Good Reason” at any
time. If I provide notice, the Company may advance the effective date
of my resignation if it does not need the amount of notice I
provide. If I resign without Good Reason, I will receive the same
payments as a “Discharge for Cause”, as described in the chart
in
Section 5(b). If I resign with Good Reason, I will receive the same
payments as a “Discharge Other Than for Cause or Disability”, described in the
chart in Section 5(b), if I sign a general release form furnished to me by
the
Company and I do not thereafter properly revoke the release, if it provides
for
revocation. “Good Reason” means that, without my express written
consent, one or more of the following events occurred after I sign this
Agreement:
(i) Demotion. My
duties or responsibilities are substantially and adversely diminished from
those
in effect immediately before the change in my position, other than merely as
a
result of the Company ceasing to be a public company, a change in my title,
or
my transfer to an affiliated company that assumes this Agreement.
(ii) Salary
Reduction. My annual base salary is reduced, other than as
part of across-the-board salary reductions affecting all executives of similar
status employed by the Company or any entity in control of the
Company.
(iii) Relocation. My
principal office is transferred to another location outside Hong Kong or which
is more than 60 highway miles from where my principal office is located when
I
sign this Agreement, unless I agree in writing to a relocation of a greater
distance.
(iv) Discontinuance
of Compensation Plan Participation. The Company fails to
continue, or continue my participation in, any employee benefit plan or
compensation plan in which I participated immediately before the event causing
my resignation, which discontinuance is material to my total compensation,
unless an equitable substitute arrangement has been adopted or made available
on
a basis not materially less favorable to me than the plan in effect immediately
before the event causing my resignation, whether as to the benefits I receive
or
my level of participation relative to other participants.
(vi) Defaults
on the part of the Company. The refusal or inability on the
part of the Company to provide Income Tax Reimbursement or Expense Reimbursement
under Section 4 hereof for income tax and expenses that were properly incurred
by me or to extend indemnification arrangement to me under Section
4.
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NCN
GROUP MANAGEMENT
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However,
an event that is or would constitute Good Reason shall cease to be Good Reason
if: (i) I do not terminate employment within 45 days after the event occurs;
(ii) before I terminate employment, the Company reverses the action or cures
the
default that constitutes Good Reason within 10 days after I notify it in writing
that Good Reason exists; or (iii) I was a primary instigator of the Good Reason
event and the circumstances make it inappropriate for me to receive Good Reason
resignation benefits under this Agreement (e.g., I agree temporarily to
relinquish my position on the occurrence of a merger transaction I
negotiate).
(i) Transfers
to Affiliates or Successors. My transfer to an affiliate or
successor of the Company shall not be deemed a termination of my employment
under this Agreement, unless the affiliate or successor refuses to assume this
Agreement, in which case I will receive the continued salary payments described
in Section 5(b) for “Discharge Other Than for Cause or Disability,” if I sign a
general release form provided to me by the Company and I do not thereafter
properly revoke the release, if it provides for revocation.
(j) Offset. Any
amounts payable to me under this Section 5 shall first be offset against any
amounts I owe the Company at the time of termination.
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NCN
GROUP MANAGEMENT
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(e) Intellectual
Property. Intellectual property (including such things as
all ideas, concepts, inventions, plans, developments, software, data,
configurations, materials (whether written or machine-readable), designs,
drawings, illustrations and photographs that may be protectable, in whole or
in
part, under any patent, copyright, trademark, trade secret, or other
intellectual property law), developed, created, conceived, made or reduced
to
writing or practice during my employment with the Company, except intellectual
property that has no relation to the Company or any of its customers that I
developed purely on my own time and at my own expense, shall be the sole and
exclusive property of the Company, and I hereby assign all my rights, title
and
interest in any such intellectual property to the Company.
(a) To
the Company. I will send all communications to the Company
in writing, addressed as follows (or in any other manner the Company notifies
me
to use):
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If
Mailed: NCN Group Management
Limited
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Attn: Chief
Executive Officer
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21st
Floor,
Chinachem Century Tower, 000 Xxxxxxxxxx Xxxx Xxxx
Xxxx
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If
Faxed: NCN Group Management
Limited
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Attn: Chief
Executive Officer
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Fax: (000)-00000000
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Tel.: (000)-00000000
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NCN
GROUP MANAGEMENT
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8. Arbitration
of Disputes. If any legally actionable dispute arises which
cannot be resolved by mutual discussion between the Company and me, we each
agree to resolve that dispute by binding arbitration before an arbitrator
experienced in employment law. Said arbitration will be conducted in
accordance with the rules applicable to employment disputes of Judicial
Arbitration and Mediation Services or such other arbitration service as we
agree
upon, and the law of Hong Kong. The Company will be responsible for
paying any filing fee and the fees and costs of the arbitrator, unless I
initiate the claim, in which case I will contribute an amount equal to the
filing fee for a claim initiated in a court of general jurisdiction in Hong
Kong. The Company and I agree that this promise to arbitrate covers
any disputes that the Company may have against me, or that I may have against
the Company and/or its related entities and/or their owners, directors, officers
and employees, arising out of or relating to this Agreement, the employment
relationship or termination of employment, including any claims concerning
the
validity, interpretation, effect or violation of this Agreement; discrimination,
harassment or retaliation in violation of any federal, state or local law;
and
any other aspect of my compensation, training, or employment. The
Company and I further agree that arbitration as provided in this Section shall
be the exclusive and binding remedy for any such dispute and will be used
instead of any court action, which is hereby expressly waived, except for any
request by either of us for temporary or preliminary injunctive relief pending
arbitration in accordance with applicable law, or an administrative claim with
an administrative agency. The Company and I also agree that any such
arbitration shall be conducted in Hong Kong, unless otherwise mutually
agreed.
11. Interpretation
and Exclusive Forum. The validity, interpretation,
construction, and performance of this Agreement shall be governed by the laws
of
the Hong Kong (excluding any that mandate the use of another jurisdiction’s
laws). Any arbitration (unless otherwise mutually agreed), litigation
or similar proceeding with respect to such matters only may be brought within
Hong Kong, and all parties to this Agreement submit to the jurisdiction of
the
courts of law in Hong Kong.
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NCN
GROUP MANAGEMENT
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I
ACKNOWLEDGE THAT ALL UNDERSTANDINGS AND AGREEMENTS BETWEEN THE COMPANY
AND
ME RELATING TO THE SUBJECTS COVERED IN THIS AGREEMENT ARE CONTAINED
IN IT
AND THAT I HAVE ENTERED INTO THIS AGREEMENT VOLUNTARILY AND NOT IN
RELIANCE ON ANY PROMISES OR REPRESENTATIONS BY THE COMPANY OTHER
THAN
THOSE CONTAINED IN THIS AGREEMENT ITSELF.
I
FURTHER ACKNOWLEDGE THAT I HAVE CAREFULLY READ THIS AGREEMENT, THAT
I
UNDERSTAND ALL OF IT, AND THAT I HAVE BEEN GIVEN THE OPPORTUNITY
TO
DISCUSS THIS AGREEMENT WITH MY PRIVATE LEGAL COUNSEL AND HAVE AVAILED
MYSELF OF THAT OPPORTUNITY TO THE EXTENT I WISHED TO DO SO. I
UNDERSTAND THAT BY SIGNING THIS AGREEMENT I AM GIVING UP MY RIGHT
TO A
JURY TRIAL.
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NCN
GROUP MANAGEMENT
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Date:
July 23,
2007
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By:
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/s/ MOK, Xxxxx Xx Luk | |
MOK, Xxxxx Xx Luk | |||
NCN
Group Management Limited
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Date:
July 23, 2007
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By:
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/s/ HUI, Xxxx Xxxx Xxxxxxx | |
XXX,
Xxxx Xxxx Xxxxxxx
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Its: Chief Executive Officer |
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