Dated 8th day of February, 2005
Form of
Executive Employment Contract
between
Global Pharmatech, Inc.
and
Zongsheng Zhang
This Contract was made between the following two parties on 8th February, 2005:
(1) Global Pharmatech, Inc., duly incorporated under the laws of the State of
Delaware ("Party A"); and
(2) Zongsheng Zhang ("Party B").
Both parties have entered into the following agreement through friendly
negotiations on the principle of equality and mutual benefits in order to
confirm and regulate the relationship between Party A as the appointor and Party
B as the appointee in respect of the service.
Article 1 Appointment
1.1 Party A shall appoint Party B as Chief Financial Officer in accordance with
the terms of this Contract.
1.2 Party B agrees to be appointed as Chief Financial Officer in accordance with
the terms of this Contract.
Article 2 Duties
2.1 Party B's duties, powers and responsibilities as Chief Financial Officer
shall be those which are customary for such position, as may be determined from
time to time by the Board and CEO. Party B shall report to the Board and CEO,
and agrees to perform and discharge such duties well and faithfully and to be
subject to the supervision and direction of the Board and of CEO.
2.2 The position of Chief Financial Officer is a full-time position. Party B
agrees to devote full time effort, attention, and energies to this position, and
will not render any professional services or engage in any activity that might
be competitive with, adverse to the best interest of, or create the appearance
of a conflict of interest with Party A.
2.3 Party B agrees to abide by the policies, rules and regulations of Party A as
they may be amended from time to time.
Article 3 Remuneration
3.1 From the Effective Date, the remuneration to be received by Party B for the
performance of his services under this Contract shall be RMB4000 Yuan per month,
to be paid monthly.
3.2 Party B shall be granted the option to purchase Party
A's stock of 20,000 shares under the terms of the applicable stock option plan
then in effect, upon the achievement of working goals as determined by the
Board.
Article 4 Non-Competition
4.1 Unless the relevant competition is made known to the public and (if
required) approved by the relevant regulatory authorities, Party B warrants that
during the term of his appointment as Party A's outside director, Party B shall
not in any way engage in any business in competition with Party A, or seek any
position from any company or individual who competes in business with Party A or
subsidiaries and branch companies of Party A ("Party A's Group"), or accept any
capacity or position offered by any company or individual who competes in
business with any member of Party A's Group.
Article 5 Confidentiality Liability
5.1 Party B is aware that he will gain access to secret information possessed by
members of Party A's Group and/or kept in custody by members of Party A's Group
(hereinafter referred to as "Confidential Information") in the performance of
his duties hereunder, including but not limited to, documents, materials, data,
information, plans and insider information. Party B confirms that such
Confidential Information is solely owned by members of Party A's Group and/or is
kept in custody by members of Party A's Group.
5.2 Whether during the term of this Contract or within any time after the
termination of Party B's appointment as Party A's director, Party B warrants
that (except such Confidential Information may be disclosed to the public not in
violation of the confidentiality undertaking under this Contract):
(a) Party B shall not divulge or disclose the Confidential Information
to any third party in any way, with the exception of any
Confidential Information which Party B must disclose to the relevant
employees of members of Party A's Group and the professional
personnel employed by members of Party A's Group for the performance
of his obligations hereunder and any Confidential Information the
disclosure of which is authorized by the board of directors or is
ordered by a court of competent jurisdiction;
(b) Party B shall not make use of the Confidential Information in any
way for his own benefit or for the benefit of his friends and
relatives or any third party without Party A's permission; or
(c) Party B shall take all necessary measures to prevent the
Confidential Information from spreading or disclosure to any third
party without Party A's permission.
5.3 Upon the expiry of this Contract or earlier termination of Party B's
appointment, Party B shall immediately, completely and effectively return to
Party A all the information relating to the
business of members of Party A's Group (including, but not limited to, Party A's
documents, personal notes, records, reports, handbooks, drawings, forms,
computer diskettes and tapes) within Party B's possession or under his control
whether or not the same was originally supplied to Party B by Party A.
5.4 Party B agrees that various intellectual rights formulated, developed,
created and made by him during the term of his services hereunder shall
exclusively belong to Party A, with the exception of various intellectual rights
which are not formulated, developed, created and made by him during his working
hours with the use of any assets or resources belonging to Party A.
Article 6 Termination of Appointment
6.1 When any one of the following events occurs to Party B, the appointment
relationship between Party A and Party B herein shall be immediately and
automatically terminated (unless otherwise decided by the board of directors):
(a) Party B is prohibited by any laws, regulations, rules, practice
directions or practice rules from taking up the position hereunder
or Party B loses the qualifications required by the position
hereunder;
(b) if due to health reasons, Party B is unable to fully perform his
duties hereunder for three months;
(c) Party B commits any serious breach and/or repeated and/or continual
breach of any of Party B's obligations hereunder;
(d) Party B is guilty of any serious misconduct or serious neglect in
the discharge of Party B's duties hereunder;
(e) Party B's actions or omissions bring the name or reputation of Party
A or any member of Party A's Group into serious disrepute or
prejudices the business interests of Party A or other members of
Party A's Group;
(f) Party B is or has become of unsound mind or shall be or become a
patient for the purpose of any laws relating to mental health;
(g) Party B is sued for criminal liability or convicted of any criminal
offence other than an offence which in the reasonable opinion of the
board of directors of Party A does not affect Party B's position as
appointed herein (bearing in mind the nature of the duties in which
Party B is appointed and the capacities in which Party B is
appointed);
(h) Party B is removed from the office of the position by the board of
directors of Party A.
(i) Party B leaves the service according to the articles of association
of Party A; or
(j) Party B fails to attend the board of directors' meeting of Party A
in person consecutively for three times.
6.2 In addition to the aforesaid provisions of Article 6.1, Party A may also
discharge the appointment relationship between Party A and Party B by giving
notice in writing to Party B when any one of the following events occurs:
(a) Party B is unable to substantially perform his duties hereunder due
to health reasons, within any twelve-month period for a cumulative
total of two hundred and sixty-five working days. Then, Party A may
at any time discharge Party B from the post by giving Party B a
fourteen-day written notice of discharge.
(b) Party B is in breach of his obligations or the provisions of this
Contract and does not repent after warning has been given by Party
A.
(c) Damage or loss has been caused to Party A due to Party B's wilful or
material default in the performance of his duties hereunder.
Any delay by Party A in exercising such right of termination shall not
constitute a waiver thereof.
6.3 If the appointment relationship between both parties herein is terminated
due to the occurrence of any of the events referred to in Article 6.1 or 6.2
above, such termination shall not affect Party A's rights herein against Party B
and the provisions of Articles 4 and 5 hereof shall still be applicable.
6.4 Party B shall not, during the continuance of his appointment or within a
period of one year after the termination thereof, either on his own behalf or on
behalf of any other person, entice away from any member of Party A's Group any
employee, worker, manager or director of any member of Party A's Group, whether
or not such person would commit any breach of his contract of appointment with
any member of Party A's Group by reason of his leaving service.
Article 7 Effectiveness of the Contract
This Contract shall become effective after signing by both parties.
Article 8 Additional Clauses
8.1 The heading of each Article hereof is inserted for the purpose of
convenience only and shall not prejudice the meaning or construction of the
provisions hereof.
8.2 This Contract shall have two copies. Party A and Party B shall each hold one
copy which shall have the same effect.
In view of the above, Party A and Party B have signed this Contract.
Party A:
For and on behalf of
Global Pharmatech, Inc
/s/ Xiaobo Sun
------------------------
Name: Xiaobo Sun
Title: CEO and President
Party B: Zongsheng Zhang
/s/ Zongsheng Zhang
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