CHIEF EXECUTIVE OFFICER EMPLOYMENT CONTRACT
EMPLOYMENT
CONTRACT
This employment agreement (this “Agreement”) has
been entered into as of the 12th day of September 2010 (the “Execution Date”) by
and between China Architectural Engineering, Inc. (NASDAQ:CAEI) (“CAEI”), and,
an individual residing in Hong Kong and Shanghai, People’s Republic of China
(“Employee”).
WITNESSETH
WHEREAS, Employee has the experience,
know-how, ability and qualifications to serve as the CAEI’s Chief Executive
Officer.
WHEREAS, as CAEI desires to secure the
services of the Employee as Chief Executive Officer and the Employee
desires to accept such employment.
WHEREAS, the parties desire to enter
into this Agreement to establish the terms and conditions of the Employee’s
employment as Chief Executive Officer of CAEI.
NOW THEREFORE, in consideration of the
material advantages accruing to the two parties and the mutual covenants
contained herein, and intending to be legally and ethically bound hereby, CAEI
and the Employee agree with each other as follows:
1. Employment, Duties and
Performance. The Employee will render full-time professional services to
CAEI in the capacity of Chief Executive Officer of CAEI. He will at
all times, diligently, in good faith, in a manner consistent with the best
interests of CAEI, and to the best of his ability, perform all duties that may
be required of him by virtue of his position as Chief Executive Officer and
all duties set forth in CAEI’s bylaws and in policy statements of the Board of
the Directors of CAEI (the “Board”). It is
understood that these duties shall be substantially the same as those of a chief
executive officer of a business corporation. The Employee is hereby vested with
authority to act on behalf of the Board in keeping with policies adopted by the
Board, as amended from time to time. In addition, he shall perform in the same
manner any special duties assigned or delegated to him by the
Board. In the course of his employment, Employee shall comply with
all policies, including Codes of Ethics, that are applicable to the CAEI’s
officers in general and the chief executive officer, in particular.
2. Term. This
Agreement shall have an effective date as of September 1st, 2010.
(the “Effective
Date”) and shall expire, unless terminated earlier pursuant to and in
accordance with the provisions of this Agreement, or extended by mutual
agreement of the parties, on August 31, 2013 (the “Term”). If
the parties desire to renew this Agreement, terms of a new contract shall be
completed, or the decision made not to negotiate a new contract made, not later
than the end of the tenth month of the year of expiration. This contract and all
its terms and conditions shall continue in effect until terminated.
3. Compensation.
(a) Base
Salary. In consideration for the Employee’s services as Chief
Executive Officer, CAEI agrees to pay the Employee a base salary of U.S. Dollars
($150,000 USD) per annum, which shall paid monthly at the rate of U.S.
Dollars ($12,500 USD) per month, subject to all legally required deductions
and withholdings, in accordance with the customary payroll practices of CAEI
(“Base
Salary”).
(b) Equity
Compensation. The Employee shall be eligible to receive
securities grants under CAEI’s equity incentive plan, with such grants being at
the discretion of CAEI’s Board and/or Compensation Committee.
4. Business
Expenses. All reasonable business expenses incurred by
Employee in connection with the performance of his duties shall be reimbursed or
pre-paid. Reimbursement shall be paid after submission of itemized business
expense reports with supporting receipts, and such payment shall be made in
accordance CAEI’s reimbursement payment policies, but in no event later than 20
days after submission of the business expense report.
5. Benefits, Vacation, and
Other Matters.
(a) The
Employee shall be entitled to two (2) weeks on compensated vacation time in each
of the contract years during the Term, to be taken at times mutually agreed upon
between him and the Chairman of the Board.
(b) In
the event of a period of prolonged inability to work due to the result of
Employee’s sickness or an injury, the Employee will be compensated at his full
rate pay up to three (3) months from the date of the sickness or
injury.
(c) In
addition, the Employee, as have been mutually agreed upon between him and the
Chairman of the Board, will be permitted to be absent from CAEI during
working days to attend professional meetings and to attend to such outside
professional duties.
(d) CAEI
agrees to pay dues to professional associations and societies and to such
service organizations and clubs of which the Employee is a member, as may be
approved by the Chairman of the Board as being in the best interests of
CAEI.
(e) CAEI
also agrees to (i) insure the Employee under its general liability
insurance policy for all acts done by him in good faith as Chief Executive
Officer throughout the Term of this contract; and (ii) provide comprehensive
health and major medical health insurance for the Employee and his
family.
(f)
In addition, the Employee shall be entitled to all other fringe benefits to
which all other general employees of the CAEI are entitled.
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6. Termination.
(a) The
Board may, in its sole discretion, and with or without cause, terminate this
Agreement and the Employee's employment. Such action shall require
majority vote of the entire Board and become effective upon written notice to
the Employee or at such later time as may be specified in said notice. After
such termination, all rights, duties and obligations of both parties shall cease
except that CAEI shall continue to pay the Employee his then monthly Base Salary
for the month in which his duties were terminated and for two (2) consecutive
months thereafter (the “Severance
Period”) as an agreed upon severance payment (“Severance Payment”),
subject and conditioned on the Employee signing a full release and waiver
agreement in substantially the form as provided by CAEI to effect the Releases,
as defined below in Paragraph 6 (the “Release
Agreement”). During the Severance Period, the Employee shall
not be required to perform any duties for CAEI, other than providing reasonable
assistance in good faith to CAEI solely for the purpose of transitioning the
Employees’ duties.
(b) Neither
shall the fact that the Employee seeks, accepts and/or undertakes other
employment during the Severance Period affect such Severance Payments. Also,
CAEI agrees to keep the Employee's health and major medical insurance coverage
paid up and in effect during the Severance Period.
(c) CAEI
may terminate Employee’s employment immediately, without notice, if CAEI
determines that Cause exists. For purposes of this Agreement, “Cause” shall mean:
(i) An act of dishonesty, fraud, embezzlement, or misappropriation of
funds or proprietary information in connection with the Employee’s
responsibilities as an Employee; (ii) Employee’s
conviction of, or plea of nolo
contendere to, a felony or a crime involving moral
turpitude; (iii) Employee’s willful or gross misconduct in
connection with his employment duties which, directly or indirectly, has a
material adverse effect on CAEI; or (iv) Employee’s habitual failure
or refusal to perform his employment duties under this Agreement, if such
failure or refusal is not cured by Employee within ten (10) days after receiving
written notice thereof from CAEI. In the event that Employee’s
employment is terminated for Cause, the Employee shall only be entitled to that
portion of the Base Salary that has been earned but unpaid prior to such
termination for Cause, and any expense reimbursements due and owing to Employee
as of such termination date.
(d) Should
the Board, without written consent of the Employee, reduce the Employee's duties
or authority so it can reasonably be found that the Employee is no longer
performing as the Chief Executive Officer, the Employee shall have the right, in
his complete discretion, to provide written notice of termination of this
Agreement to the Chairman of the Board, with such termination to be effective
within ninety (90) days of such written notice, unless such ninety (90) day
period is waived in writing by CAEI.
(e) Should
the Employee at his discretion elect to terminate this contract for any other
reason than as stated in Sub-Paragraph 6(d) and Paragraph 7, he shall provide to
the Board ninety (90) days' written notice of his decision to
terminate. The Employee will not be entitled
to the Severance Payments or any other severance benefits if the Employee
terminates this Agreement under this Sub-Paragraph 6(e). At the end
of the ninety (90) days, all rights, duties and obligations of both parties to
the contract shall cease, provided, however, that CAEI, in its sole discretion,
may elect to waive the 90 days notice period and effect the Employee’s election
to terminate this Agreement immediately.
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(f) If
an event described in Sub-Paragraphs 6(a) or Paragraph 7 occurs, and the
Employee accepts any of the Severance Payments and severance benefits described
therein, to the extent not prohibited by law, the Employee shall be deemed to
voluntary release and forever discharge the CAEI and its officers, directors,
employees, agents, and related corporations and their successors and assigns,
both individually and collectively and in their official capacities (hereinafter
referred to collectively as "Releases"), from any
and all liability arising out of his employment and/or the cessation of said
employment. Further, Employee agrees that he must execute and abide by the
Release Agreement to confirm his obligations under the
Releases. Nothing contained in this paragraph and nothing shall
prevent the Employee from bringing an action to enforce the terms of this
Agreement.
7. Change of
Control. If CAEI undergoes a Change of Control, as
defined below, the Employee may terminate his employment at his discretion or be
retained as Chief Executive Officer of CAEI or any successor
corporation under the terms and conditions of this Agreement. If the
Employee elects to terminate his employment at such time, he shall be entitled
to the same severance arrangement as would be applicable under Sub-Paragraph
6(a) if CAEI had terminated his employment at such time. If the Employee
continues to be employed by CAEI or its successor organization, all of the terms
and conditions of this Agreement shall remain in effect. CAEI agrees that
neither it nor its present or any future holding company shall enter into any
agreement that would negate or contradict the provisions of this
Agreement. For purposes of this Agreement, “Change in Control”
shall mean (i) the time, after the date of this Agreement, that CAEI first
determines that any person and all other persons who constitute a group (within
the meaning of § 13(d)(3) of the Securities Exchange Act of 1934 (“Exchange Act”)) have
acquired direct or indirect beneficial ownership (within the meaning of Rule
13d-3 under the Exchange Act) of fifty percent (50%) or more of CAEI’s
outstanding securities, unless a majority of the “Continuing Directors”
approves the acquisition not later than ten (10) business days after CAEI makes
that determination, or (ii) the first day on which a majority of the members of
CAEI's board of directors are not “Continuing Directors.” “Continuing Directors”
shall mean, as of any date of determination, any member of CAEI's board of
directors who (i) was a member of that board of directors on the date of this
Agreement, (ii) has been a member of that board of directors for the two years
immediately preceding such date of determination, or (iii) was nominated for
election or elected to CAEI’s board of directors with the affirmative vote of
the greater of (x) a majority of the Continuing Directors who were members of
CAEI’s board of directors at the time of such nomination or election or (y) at
least three Continuing Directors.
8. Confidentiality. The
Employee shall maintain confidentiality with respect to information that he
receives in the course of his employment and not disclose any such information.
The Employee shall not, either during the Term of employment of thereafter, use
or permit the use of any information of or relating to CAEI in connection with
any activity or business and shall not divulge such information to any person,
firm, or corporation whatsoever, except as may be necessary in the performance
of his duties hereunder or as may be required by law or legal
process. Immediately following the termination of Employee’s
employment with CAEI, Employee will return to CAEI all materials, all works
created by Employee or others in the course of his or their employment duties
during the term of Employee’s employment hereunder, and all copies
thereof. Employee further realizes that any trading in CAEI’s common
stock or other securities or aiding or assisting others in trading in CAEI’s
common stock or other securities, including disclosing any non-public
information concerning CAEI or its affiliates to a person who uses such
information in trading in the CAEI’s common stock or other securities, may
constitute a violation of federal and state securities laws. Employee
will not engage in any transactions involving the CAEI’s common stock or other
securities while in the possession of material non-public information in a
manner that would constitute a violation of federal and state securities
laws.
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9. Non-Compete. During
the term of his employment and during the 12-month period following termination
of his employment, the Employee shall not directly own, manage, operate, join,
control, or participate in or be connected with, as an officer, employee,
partner, stockholder or otherwise, any firm that is in competition to CAEI
within service area. Employee declares that the foregoing limitations are
reasonable and necessary to protect the business of CAEI and its
affiliates. If any portion of these restrictions be declared invalid
by a court of competent jurisdiction, the validity or enforceability of the
remainder of such restrictions shall not thereby be adversely affected, but
rather such court shall reform the provision deemed invalid so that it shall be
as near to the terms of this Agreement as possible and still remain enforceable
under applicable law.
10. Non-Solicitation. The
Employee shall not directly or indirectly through his own efforts, or otherwise,
during the term of this Agreement, and for a period of 24 months thereafter,
employ, solicit to employ, or otherwise contract with, or in any way retain the
services of any employee or former employee of CAEI. The Employee will not
interfere with the relationship of CAEI and any of its employees and the
Employee will not attempt to divert from CAEI any business in which CAEI has
been actively engaged during his employment. Nor shall the Employee
directly or indirectly through his own efforts, or otherwise, during the term of
this Agreement, and for a period of 24 months thereafter, solicit or attempt to
solicit the business of any customer or client of CAEI, or induce or attempt to
induce any client or customer of CAEI to reduce its business with
CAEI.
11. Entire
Agreement. This Agreement constitutes the entire agreement
between the parties and contains all the agreements between them with respect to
the subject matter hereof. It also supersedes any and all other agreements or
contracts, either oral or written, between the parties with respect to the
subject matter hereof.
12. Amendments. Except
as otherwise specifically provided, the terms and conditions of this contract
may be amended at any time by mutual agreement of the parties, provided that
before any amendment shall be valid or effective it shall have been reduced to
writing and signed by CAEI’s Chief Executive Officer and the
Employee.
13. Applicable Law;
Severability. This Agreement shall be construed and enforced
under and in accordance with the laws of the State of Delaware. The
invalidity or unenforceability of any particular provision of this contract
shall not affect its other provisions, and this contract shall be construed in
all respects as if such invalid or unenforceable provisions had been
omitted.
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14. Successors;
Assignability. This agreement shall be binding upon the CAEI,
its successors and assigns, including, without limitation, any corporation into
which CAEI may be merged or by which it may be acquired, and shall inure to the
benefit of the Employee, his administrators, executors, legatees, heirs and
assigns. This Agreement is personal in nature, and neither this
Agreement nor any part of any obligation herein shall be assignable by
Employee.
15. Notices. All
notices and other communications required or permitted under this Agreement,
which are addressed as provided below (or otherwise provided in writing by the
party to receive such notice) shall be delivered personally, or sent by
certified or registered mail with postage prepaid, or sent by Federal Express or
similar courier service with courier fees paid by the sender, and, in either
case, shall be effective upon delivery.
| If to CAEI: | Xxx Xxxx | |
|
No. 801
Wuzhong Road,
Research Building, Changzhou Science and
Education
Industrial Park, Wujin District,
Changzhou, Jinagsu, China 213164
|
||
| If to Employee: |
Xxxx
Xxxxx
[PERSONAL HOME
ADDRESS]
|
16. Captions. The
paragraph captions herein are inserted only as a matter of convenience and
reference and in no way define, limit or describe the scope of this Agreement or
the intent of any provisions hereof.
17. Counterparts. This
Agreement may be executed in one or more facsimile counterparts, and by the
parties hereto in separate facsimile counterparts, each of which when executed
shall be deemed to be an original while all of which taken together shall
constitute one and the same instrument.
[SIGNATURE
PAGE TO FOLLOW]
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IN WITNESS WHEREOF, this
Agreement is executed as of the day and year first above written.
|
/s/ Xxx
Xxxx
By: Xxx
Xxxx
Title: Chairman
of the Board
|
Witness:
/s/ Xxxx
Xx
By: Xxxx
Xx
Address:
[PERSONAL
ADDRESS]
|
|
|
EMPLOYEE
/s/ Xxxx
Xxxxx
Xxxx
Xxxxx
|
Witness:
/s/ Xxxx
Xx
By: Xxxx
Xx
Address:
[PERSONAL
ADDRESS]
|
