EMPLOYMENT AGREEMENT
Exhibit
10.1
This
EMPLOYMENT AGREEMENT
(this “Agreement”) is
made effective as of June 4, 2010 by and between Bohai Pharmaceuticals Group,
Inc., a Nevada corporation (the “Company”), and Xxxx Xxxxx (the
“Executive” and together
with the Company, the “Parties”).
WHEREAS, the Company desires
to employ, and the Executive has agreed to supply his service to the Company in
the capacity of Chief Financial Officer, with duties encompassing the operations
of the Company and the Company’s subsidiaries; and
WHEREAS, the Parties mutually
intend to set forth herein the terms and conditions of the Executive’s
employment with the Company.
NOW, THEREFORE, the Company
and the Executive, each intending to be legally bound, hereby mutually covenant
and agree as follows:
1、Employment and
Term.
（a）Employment Effective
on the Effective Date (as hereinafter defined), the Company hereby employs the
Executive as Chief Financial Officer and the Executive hereby accepts such
employment with the Company, in each case on and subject to the terms and
conditions of this Agreement.
(b)Term. This
Agreement shall be effective on June 4, 2010 (the “Effective
Date”). Unless earlier terminated pursuant to the terms hereof, the
term of the Executive’s employment under this Agreement (the “Term”) shall be
Three (3) years commencing on the Effective Date and ending on June 4,
2013. The Term may be extended only with the mutual agreement of the
Company and the Executive.
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2、Duties.
(a)
During the Term, the Executive shall serve as Chief Financial Officer of the
Company, reporting to the Chief Executive Officer of the Company (the “Chief Executive Officer”), and
shall perform duties consistent with the position of a chief financial officer
of a U.S. publicly-listed corporation with operations in the People’s Republic
of China. Without limiting the generality of the foregoing, the
Executive shall, under the supervision and direction of the Chief Executive
Officer:
（i）Serve and execute
all applicable documents, filings and reports as the principal accounting
officer of the Company for purposes of the Company’s filings with the U.S.
Securities and Exchange Commission (the “SEC”) and, in connection
therewith, be responsible, in coordination with the Company’s existing
accounting personnel, for: (A) all accounting and financial reporting and
controls of the Company and its wholly-owned subsidiaries and (B) all financial
related disclosure controls of the Company and its wholly-owned
subsidiaries;
(ii)Oversee
all aspects of the Company’s annual audit, including communications and
interactions with the Company’s independent registered accounting firm, the of
Board of Directors of the Company (the “Board”) or any designated audit
committee thereof, the Chief Executive Officer and the Company’s outside legal
counsel;
(iii)Oversee
the preparation and filing the Company’s annual and quarterly financial
statements and related SEC reports (including the Management’s Discussion and
Analysis of Financial Condition and Results of Operations contained therein) in
conformance with all SEC rules and regulations and generally accepting
accounting principles (“GAAP”) of the United States of America;
(iv)Oversee
the conversion of the Company’s financial statements from Chinese GAAP to U.S.
GAAP;
(v)Design
and implement Xxxxxxxx-Xxxxx Act, ensure the corporate internal
governance in compliance with the relevant provisions of
the U.S. securities laws and
applicable stock market regulations.
(vi)Work
with the Company’s other accounting and finance personnel to implement the
finance function of the Company, including the preparation or review of budgets,
projections and financial analyses；
(vii)Assist
the Company in its communications with the SEC and all other
applicable regulatory authorities; and
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(viii)Assist
company’s executives to preparation and implement of a strategic
acquisition program and provide supports for the Company’s acquisition
initiatives.
(ix)During
the Employment Term, the Executive shall lead and coordinate the Company’s
investor relations activities which shall include, but is not limited to,
communications with investors, analysts and media, and the Company’s public
disclosure, and shall implement and monitor the corporate governance of the
Company in compliance with the applicable laws and regulations. The Executive
shall work in conjunction with other members of the executive management team to
support the Company’s business growth.
(iix)Assist
the Chief Executive Officer in communications with the investment
community. Prepare road show for the company or introduce the company
to potential investors at meetings, promote stock price .
(b) The
Executive shall devote his entire business time and best skills and efforts
(reasonable sick leave and vacations as described below excepted) to the
performance of his duties under this Agreement. The Executive shall
regularly (and no less frequently that weekly) report to the Chief Executive
Officer on all of his activities and shall maintain close and regular contact
with the Company’s accounting and finance personnel.
(c)
Executive further agrees that he will, without any additional compensation
thereof, serve in such executive officer capacities with respect to the Company
and any present or future subsidiaries and affiliated corporations and divisions
as may from time to time be reasonably designated by the Chief Executive Officer
or the Board.
(d) During
the Employment Term (as defined in Section 2 below), the Executive shall be
based in the United States and shall he expected to travel extensively between
and within China and the United States. In the event that the Executive is
required by the Company to be relocated to China at any time during the
Employment Term, the Company shall provide the Executive with necessary
allowance and full coverage of all the costs in connection with the
relocation.
3、Base
Salary.
(a)For
services performed by the Executive for the Company pursuant to this Agreement,
during the Term, the Company shall pay the Executive a base salary (“Base
Salary”) which shall initially be at the rate of One Hundred And Twenty Thousand
(US$120,000) Dollars per year, of which thirty thousand (US$30,000) dollars will
be paid by the end of each quarter. The Executive’s Base Salary shall he
subject to annual review by the Board (or a committee thereof).
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(b)Any compensation (including bonus)
which may be paid to the Executive under any additional compensation or
incentive plan of the Company or which may be otherwise authorized from time to
time by the Board (or an appropriate committee thereof) shall be in addition to
the Base Salary to which the Executive shall be entitled under this
Agreement.
4、 Other
Benefits.
In addition to the base salary to be
paid to the Executive pursuant to Section 3 hereof, the Executive shall also be
entitled to the following:
（a）Employee Shares
..The Company shall pay the Executive a maximum of 120,000 shares which shall
vest on a year basis at the rate of 40,000 shares each year, provided that the
Executive is employed by the Company on such date. The first
installment shall be issuable on June 4, 2011. In order for the
employee shares to vest, the Executive must remain employed by the
Company. In the event that this Agreement or Executive’s employment
terminates or ceases for any reason, then all employee shares that are not
vested shall immediately terminate. All employee shares that are
vested at the Date of Termination (as defined below) must be exercised within
thirty (30) days of the Date of Termination.
(b) Bonus;
Participation in Plans.
(i)Executive
shall be eligible for any annual incentive bonus opportunity
offered by the Company to executive officers of the Company at
Executive’s level. The amount of this bonus, as well as the criteria
necessary to earn a bonus, may be changed at any time by the Company and shall
be within the sole discretion of the Board. All bonuses paid pursuant to this
Agreement will be subject to applicable withholdings and
deductions. In the event of any conflict between this Agreement and
any incentive bonus plan adopted by the Company for its officers and employees,
this Agreement shall control.
(ii)The
Executive shall also be entitled to participate in any benefit plans which shall
be created by the Company from time to time. The foregoing does not
in any way limit the Company’s right to amend or terminate any benefit plan at
any time in its discretion.
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(c)Vacation. The
Executive shall be entitled to vacation of a maximum of two weeks per year
upon prior notice to the Chief Executive Officer and otherwise in accordance
with the Company’s policies applicable to senior executives., which vacation may
be taken at such times as the Executive elects with due regard to the needs of
the Company. The Executive will also be entitled to paid time off for all
holidays recognized by the Company and for sick days and personal days in
accordance with the Company’s policies
(d)
Expense Reimbursement. The Company shall pay or reimburse the
Executive, upon a proper accounting, presentation of appropriate documentation
for reasonable business expenses and disbursements incurred by him in the course
of the performance of his duties under this Agreement in accordance with the
normal policy of the Company for senior executives. All in accordance with
the Company’s expense reimbursement policy applicable to senior executives from
time to time in effect
5、Agreements of the
Employee.
In order
to induce the Company to enter into this Agreement, the Executive hereby agrees
as follows:
（a）No Other
Agreements. Executive hereby represents and warrants to the Company
that the entry into of this Agreement by Executive and Executive’s employment by
the Company does not and will not conflict with, violate or breach: (i) any
agreement or instrument to which Executive is a party or is otherwise bound,
including any employment, non-competition, confidentiality or similar agreement
or (ii) any law, rule, regulation, order, judgment, injunction, decree or other
restriction of any United States or Chinese court or governmental
body.
(b)Confidentiality.
(i)The
Executive acknowledges that by virtue of his employment hereunder he will have
access to Confidential Information (as defined below) of the Company and that
the communication of such Confidential Information to third parties could
irreparably injure the business of the Company. Accordingly, the
Executive agrees that, during the Term and following the termination of this
Agreement or Executive’s employment with the Company or any reason: (A) he will
treat and safeguard as strictly confidential and secret all Confidential
Information received by him at any time and (B) he will not disclose or reveal
any of the Confidential Information to any third party whatsoever or use the
Confidential Information except as required in the ordinary course of performing
duties hereunder and in no manner harmful to or competitive with the
Company.
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(ii)For
purposes of the Agreement, “Confidential Information” shall include, but not be
limited to, all non-public information of the Company or its subsidiaries and
affiliates that Executive may produce, obtain or otherwise learn of during the
Term or otherwise regarding, pertaining or relating to the Company’s and its
affiliates: (A) strategies, analysis, concepts, ideas, or plans; (B) operating
and manufacturing processes or techniques; (C) demographic, trade area and
competition related information; (D) prospective site locations; (E)
intellectual property, formulas, discoveries, know-how, improvements,
developments, drawings, designs, techniques, specifications, procedures and
methods; (F) machinery and devices; (G) forecasts and projections; (H) new
products, research data, reports or records (including computer records); (I)
marketing or business development plans, strategies, analysis, concepts or
ideas; (J) contracts, agreements and arrangements; (K) financial information
about or proprietary to the Company, including, but not limited to, unpublished
financial statements, budgets, projections, and costs; (L) pricing; (M)
personnel information; and (N) any and all other trade secrets, trade dress, or
proprietary information, and all concepts or ideas in or reasonably related to
the Company’s business.
(iii)Upon
termination of his employment with the Company, the Executive shall return to
the Company all documents, photographs, recorded or memory devices, papers and
other property relating to the Company, containing Confidential Information,
together with any copies thereof, and shall not retain any copies (either hard
copy or electronic) of any Confidential Information.
(c)Assignment
of Inventions and Moral Rights.
(i)Executive
hereby assigns and transfers to the Company, on a perpetual, worldwide and
royalty-free basis, Executive’s entire right, title and interest in and to all
Inventions. As used in this agreement, the
term “Inventions” shall mean all intellectual property, ideas,
improvements, designs, discoveries, developments, drawings, notes, documents,
information and/or materials, whether or not patentable and whether or not
reduced to practice, made or conceived by Executive (whether made solely by
Executive or jointly with others) which occur or are conceived during the period
in which Executive is employed by or performs services for the Company or result
from any task of any nature assigned to or undertaken by Executive or any work
performed by Executive for or on behalf of the Company or any of its
affiliate.
ii)
Executive hereby irrevocably transfers and assigns to the Company any and all
Moral Rights that Executive may have in any Inventions. Executive
also hereby forever waives and agrees never to assert against the Company, its
successors or licensees any and all Moral Rights which Executive may have in any
Inventions, even after termination of Executive’s employment with the
Company. For purposes of this Agreement, the term “Moral Rights”
means any right to claim authorship of a work, any right to object to any
distortion or other modification of a work, and any similar right, existing
under the law of any country in the world, or under any treaty.
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(d)Records.
All papers, books and records of every kind and description relating to the
business and affairs of the Company, or any of its affiliates (including
computer records) , whether or not prepared by the Executive, shall be the sole
and exclusive property of the Company, and the Executive shall surrender the
same to the Company upon termination of this Agreement or otherwise at any time
upon request by the Chief Executive Officer of the Company.
(e)Covenant
against Competition. In consideration of the Company’s agreement to
employ the Executive and enter into this Agreement, the Executive agrees that
during the period of Executive’s employment with the Company and terminating
twelve (12) months after the Date of Termination, Executive shall not, directly
or indirectly, either alone or in association with others, without the prior
written approval of the Company:
(i) Engage
in a Competing Business in the Territory (as those terms are defined below),
whether as a sole proprietor, partner, corporate officer, employee, director,
shareholder, consultant, agent, independent contractor, trustee, or in any other
manner by which Executive holds any beneficial interest in a Competing Business,
derives any income from any interest in a Competing Business, or provides any
service or assistance to a Competing Business. Executive shall not,
directly or indirectly, without the prior written consent of the Company,
provide employment to any business, individual, partner, firm, corporation, or
other entity that competes with any business conducted by the Company or any of
its subsidiaries or affiliates on the date of the Executive’s termination of
employment or within one year of the Executive’s termination of employment in
the geographic locations where the Company and its subsidiaries or affiliates
engage or propose to engage in such business (the “Business”). Nothing herein
shall prevent the Executive from having a passive ownership interest of not more
than 3% of the outstanding securities of any entity engaged in the Business
whose securities are traded on a national securities exchange “Competing
Business” shall mean any business that produces and distributes over-the-counter
or prescription pharmaceuticals, products or remedies based on Traditional
Chinese Medicine or otherwise engages in any business conducted or under
development by the Company at any time during the Term. “Territory”
shall mean anywhere in the People’s Republic of China, including the Hong Kong
Special Administrative Region and the Macau Special Administrative
Region;
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(ii)Contact
or solicit, or direct or assist others to contact or solicit, for the purpose of
promoting any person’s or entity’s attempt to compete with the Company or any of
its affiliates, in any business carried on by the Company or any of its
affiliates during the period in which Executive was employed by the Company, any
customers, suppliers, independent contractors, vendors, or other business
associates of the Company or any of its affiliates that were existing or
identified prospective customers, suppliers, independent contractors, vendors,
or business associates during such period, or otherwise interfere in any way in
the relationships between the Company or any of its affiliates and their
customers, suppliers, independent contractors, vendors, and business
associates;
(iii)in
any manner whatsoever, request, solicit, encourage or assist any employee,
officer or director of the Company to terminate their relationship with the
Company or any of its affiliates, or join with any of them before or after the
termination by any of them of any such relationship in any direct or indirect
capacity in any Competing Business, or
(iv) seek or attempt to do any of the
foregoing.
(f)Disparaging
Statements. At all times during and after Executive’s employment,
Executive shall not either verbally, in writing, electronically or otherwise:
(i) make any derogatory or disparaging statements about the Company, any of its
affiliates, any of their respective officers, directors, shareholders, employees
and agents, or any of the Company’s current or past customers or employees, or
(ii) make any public statement or perform or do any other act prejudicial or
injurious to the reputation or goodwill of the Company or any of its affiliates
or otherwise interfere with the business of the Company or any of its
affiliates.
(g)Enforcement.
The Executive acknowledges and agrees that the covenants contained herein are
reasonable, that valid consideration has been and will be
received and that the agreements set forth herein are the result of
arms-length negotiations between the parties hereto. The Executive
recognizes that the provisions of this Section 5 are vitally important to the
continuing welfare of the Company and its affiliates and that any violation of
this Section 5 could result in irreparable harm to the Company and its
affiliates for which money damages would constitute a totally inadequate
remedy. Accordingly, in the event of any such violation by the
Executive, the Company and its affiliates, in addition to any other remedies
they may have, shall have the right to institute and maintain a proceeding to
compel specific performance thereof or to obtain an injunction or other
equitable relief restraining any action by the Executive in violation of this
Section 5 without posting any bond therefore or demonstrating actual damages,
and Executive will not claim as a defense thereto that the Company has an
adequate remedy at law or require the posting of bond . If any of the
restrictions or activities contained in this Section 5 shall for any reason be
held by a court of competent jurisdiction to be excessively broad as to
duration, geographical scope, activity or subject, such restrictions shall be
construed so as thereafter to be limited or reduced to be enforceable to the
extent compatible with the applicable law; it being understood that by the
execution of this Agreement the parties hereto regard such restrictions as
reasonable and compatible with their respective rights. Executive
acknowledges that injunctive relief may be granted immediately upon the
commencement of any such action without notice to Executive and in addition
Company may recover monetary damages.
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(h)Separate
Agreement. The Parties further agree that the provisions of Section 5
are separate from and independent of the remainder of this Agreement and that
Section 5 is specifically enforceable by the Company notwithstanding any claim
made by Executive against the Company. The terms of this Section 5
shall survive termination of this Agreement.
(i)Further
Assurances. In connection with this Agreement, Employee will execute,
acknowledge and deliver to the Company or its nominee upon request and at the
Company’s expense all such documents, including applications for patents and
copyrights and assignments of all Inventions, patents and copyrights to be
issued therefore, as the Company may determine necessary or desirable to apply
for and obtain letters patent and copyrights on all Inventions in any and all
countries and/or to protect the interest of the Company or its nominee in
Inventions, patents and copyrights and to vest title thereto in the Company or
its nominee.
6、Termination.
The
Executive’s employment and the Employment Term shall terminate on the first of
the following to occur:
（a）Death or
Disability. Except to the extent otherwise expressly stated herein,
including without limitation, as provided in Section 7(a) with respect to
certain post-Date of Termination payment obligations of the Company, this
Agreement shall terminate immediately as of the Date of Termination in the event
of the Executive’s death or in the event that the Executive becomes
disabled. “Disability” shall mean the inability of Executive
effectively to substantially provide the services hereunder by reason of any
medically determinable physical or mental impairment which can be expected to
result in death or which has lasted or can be expected to last for a
continuous period of not less than three (3) months. At any time
and from time to time, upon reasonable request therefore by the Company, the
Executive shall submit to reasonable medical examination(s) for the purpose of
determining the existence, nature and extent of any such
disability. The Company shall promptly give the Executive written
notice of any such determination of the Executive’s disability and of the
decision of the Company to terminate the Executive’s employment by reason
thereof. In the event of disability, until the Date of Termination,
the Base Salary payable to the Executive shall be reduced dollar-for-dollar by
the amount of disability benefits, if any, paid to the Executive in accordance
with any disability policy or program of the Company or applicable
law.
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(b)Notification
of Discharge or Resignation. In accordance with the procedures
hereinafter set forth: (i) the Company may discharge the Executive from his
employment hereunder (A) immediately for Cause or (B) for any other reason or no
reason on thirty (30) days prior written notice to the Executive, and (ii) the
Executive may voluntarily resign from his employment for any reason or no reason
on sixty (60) days prior written notice to the Company. Any discharge
of the Executive by the Company or resignation by the Executive shall be
communicated by a Notice of Termination to the Executive (in the case of
discharge) or the Company (in the case of resignation). For purposes
of this Agreement, a “Notice of Termination” means a written notice which: (i)
indicates the intention to terminate this Agreement and (ii) if the termination
is by the Company for Cause, sets forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of the Executive’s
employment.
7、Obligations of the Company and
Executive Upon Termination.
（a）Discharge for
Cause, Death or Disability or Upon Resignation. In the event of: (i)
a discharge of the Executive for Cause, (ii) a resignation by the Executive or
(iii) in the event this Agreement terminates pursuant to Section 6(a) by reason
of the death or disability of the Executive:
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(i)the
Company shall pay all Accrued Obligations to the Executive, or to his heirs or
estate in the event of the Executive’s death, in a lump sum in cash within
thirty (30) days after the Date of Termination; and
(ii) the
Executive, or his beneficiary, heirs or estate in the event of the Executive’s
death, shall be entitled to receive all benefits accrued by him as of the Date
of Termination under all other qualified and nonqualified retirement, pension,
profit sharing and similar plans of the Company in such manner and at such time
as are provided under the terms of such plans and arrangements; and
(iii) all
other obligations of the Company hereunder shall cease forthwith and the
Executive shall be entitled to no further compensation, remuneration or other
benefits from the Company.
(b)Discharge
without Cause. If the Executive is discharged other than for Cause:
(i)The
Company shall pay to the Executive a one-time severance payment equivalent to
three months of Base Salary within thirty (30) days after the date of
termination, and all other obligations of the Company hereunder shall cease
forthwith and the Executive shall be entitled to no further compensation,
remuneration or other benefits from the Company.
(c)Definitions. For
purposes of this Section 6 and for Section 7 hereof, the following capitalized
terms shall have the meanings set forth below
(i)“Accrued
Obligations” shall mean any fees and any reasonable and necessary business
expenses incurred by Executive in connection with his services (less any
applicable withholdings and deductions), all due and payable to him through the
Date of Termination.
(ii)“Cause”
shall mean (A) the Executive’s theft, unauthorized appropriation or embezzlement
of money or property of the Company; (B) the Executive’s intentional
perpetration, participation in or attempted perpetration of fraud or other
willful misconduct on the Company or its subsidiaries or affiliates; (C) the
Executive’s intentional and material failure to perform any of his duties under
this Agreement, after written notice specifically setting forth the failure(s)
and providing thirty (30) days to cure such failure. Notwithstanding
the foregoing, after the Company in good faith has sent two (2) such notices in
the aggregate during the Term, the Company will no longer be required to send
notice and, upon the subsequent occurrence of any of the omissions or
commissions described in this Section 6(d)(ii) the Company then may discharge
Executive for “Cause”; (D) the Executive’s indictment for any felony crime; (E)
any conduct by the Executive of activities which are or have the reasonable
potential to be injurious to the Company or its reputation; (F) the Executive’s
use of illegal drugs or the excessive use of alcohol which materially interferes
with the performance of his obligations under this Agreement, and continues
after written warning; or (G) the Executive’s commission of any willful or
intentional act which materially injures the reputation, business or any
business relationship of the Company or its employees.
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(iii)“Date
of Termination” shall mean: (A) in the event of a discharge of the Executive by
the Company for Cause, the date the Company validly delivers a Notice of
Termination, or any later date specified in such Notice of Termination, as the
case may be, (B) in the event of a discharge of the Executive without Cause, the
date which is thirty (30) days following the date the Company validly delivers a
Notice of Termination, or any later date specified in such Notice of
Termination, as the case may be; (C) in the event of a resignation by the
Executive, the date which is sixty (60) days following the date the Executive
validly delivers a Notice of Termination; (D) in the event of the Executive’s
death, the date of the Executive’s death, and (E) in the event of termination of
the Executive’s employment by reason of disability pursuant to Section 6(a), the
date the date the Company validly delivers a Notice of Termination.
8、Indemnification.
The
Company shall indemnify and hold the Executive harmless to the fullest extent
permitted by applicable law in connection with any claim, action, suit,
investigation or proceeding arising out of or relating to performance by the
Executive of services for, or action of the Executive as an officer or employee
of the Company, or of any other person or enterprise at the request of the
Company. The Company shall also pay all judgments, awards,
settlement amounts and fines associated with the foregoing. Legal
cost and expenses incurred in defending a claim, action, suit or investigation
or criminal proceeding shall be paid by the Company in a timely manner in
advance of the final disposition thereof upon the receipt by the Company of an
undertaking by or on behalf of the Executive to repay said amount unless it
shall ultimately be determined that the Executive is entitled to be indemnified
by the Company for such legal fees and related costs; provided, however,
that this arrangement shall not apply to: (i) a non-derivative action commenced
by the Company against the Executive or (ii) any matter attributable to actions
taken by Executive in bad faith, for purposes other than the best interest of
the Company or resulting from the Executive’s willful misconduct. The
foregoing shall be in addition to any indemnification rights the Executive may
have by law, charter, by-law or otherwise. Company shall have the
right to select counsel to defend the Executive, subject to Executive’s
approval, which approval shall not be unreasonably withheld. If the
Company assumes responsibility for the defense of an action brought against the
Executive, the Executive: (i) may not agree to any settlement without the
Company’s prior written approval and (ii) will fully cooperate with the
Company’s efforts in defense of the matter.
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9、Binding
Effect. This Agreement shall be binding upon and inure to the benefit of
the heirs and representatives of the Executive and the successors and assigns of
the Company.
10、Notices.
All notices, requests, demands and other communications provided in connection
with this Agreement shall be in writing and shall be deemed to have been duly
given at the time when hand delivered, delivered by express courier, or sent by
facsimile transmission (with receipt confirmed by the sender’s transmitting
device) in accordance with the contact information provided below or such other
contact information as the parties may have duly provided by
notice.
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if
to the Company
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x/x
Xxxxxx Xxxxx Pharmaceuticals Group Co. Ltd.
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Xx.
0 Xxxxx Xxxx, Xxxxx Xxxxxxxx
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Xxxxxx,
Xxxxxxxx Xxxxxxxx, Xxxxx
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Attention:
Hongwei Qu
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Fax
Number: x00-0000-0000000
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With
a copy to
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Ellenoff
Xxxxxxxx & Schole LLP
000
Xxxx 00xx Xxxxxx, 00xx Xxxxx
Xxx
Xxxx, XX 00000
Attention:
Xxxxx X. Xxxxxxxx, Esq.
Fax
Number: (000) 000-0000
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if
to the Executive
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[INSERT
ADDRESS AND FAX
NUMBER]
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or such
other address as may be designated in writing hereafter, in the same manner, by
such Party.
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11、Assignment. This
Agreement may be assigned by the Company to any Affiliate engaged in the
Business or to a purchaser of all or substantially all of the assets of the
Company. No payment to be made hereunder shall be subject to
anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or
other charge.
12、Execution
in Counterparts. This Agreement may be executed in several counterparts
each of which shall be deemed an original by when taken together shall
constitute one and the same instrument, and each of which will be deemed an
original, but all of which together will constitute one and the same
instrument. This Agreement may be delivered by the Parties by
facsimile or other electronic transmission.
13、Governing
Law. This Agreement shall be governed in all respects and for all
purposes by the internal laws of the State of New York without the effect of the
principles of conflicts of law.
14、Severability. If
any provision of this Agreement shall be adjudged by any court of competent
jurisdiction to be invalid or unenforceable for any reason, such judgment shall
not affect, impair or invalidate the remainder of this Agreement, which shall
remain in full force and effect and the parties will act in good faith to seek
to amend this Agreement so as to render the invalid or unenforceable provisions
valid and enforceable while retaining the original intent and meaning of such
provision to the maximum extent possible.
15、Prior
Understandings. This Agreement embodies the entire understanding of the
parties hereof, and supersedes all other oral or written agreements or
understandings between them regarding the subject matter hereof. No
change, alteration or modification hereof may be made except by writing, signed
by each of the Parties. The headings in this Agreement are for
convenience and reference only and shall not be construed as part of this
Agreement or to limit or otherwise affect the meaning hereof.
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16、Waivers.
No waiver of any provision of this Agreement will be effective unless in
writing and signed by the party to be charged therewith. No single
waiver shall constitute a subsequent waiver of the same or any other provision
hereof.
17、WITHHOLDING. The Company may
withhold from any and all amounts payable under this Agreement such federal,
state, local and foreign taxes as may be required to be withheld pursuant to any
applicable law or regulation.
18、Interpretation. This
Agreement has been subject to negotiation by the Parties with the assistance of
counsel and shall not be interpreted by or for either of them by reason of
authorship. All Section headings used in this Agreement are for
convenience of reference only and shall have no legal effect in the
interpretation of this Agreement.
19、Amendment. No
amendment or modification of the terms of this Agreement shall be binding upon
the Parties hereto unless reduced to writing and signed by Executive and the
Company.
[Signature
Page Follows]
15
IN
WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement
as of the day and year first above written.
|
COMPANY
|
|||
|
By:
|
/s/ Hongwei Qu
|
||
|
Name:
Hongwei Qu
|
|||
|
Title: Chief
Executive Officer
|
|||
|
EXECUTIVE
|
|||
|
/s/ Xxxx Xxxxx
|
|||
|
Xxxx
Xxxxx
|
|||
[Signature
Page to Employment Agreement]
16
