EMPLOYMENT AGREEMENT
Exhibit
10.11
STRICTLY
PRIVATE AND CONFIDENTIAL
THIS
AGREEMENT is
made
on the date of April 27th
2005
BETWEEN
(1) Fuwei
Films ( holdings) Company Limited (the
“Company”), and
(2) Mr.
Xiaoan He (ID
No.:
320504196206233016)
(hereunder called the “Employee”).
WHEREAS
the
Company is
desirous of employing the Employee as a CEO
of the
Company which is (or is to become) a member of the Group (which expression
shall
include Fuwei
Films ( holdings) Company Limited
and its
subsidiaries and affiliates incorporated or acquired or to be incorporated
or
acquired from time to time hereafter in Cayman Islands or elsewhere including
but without limit, the Company) and the Employee is desirous of being so
employed subject to and on the following terms and conditions.
NOW
IT IS
HEREBY AGREED
as
follows:
|
(1)
|
APPOINTMENT
|
The
Company shall employ the Employee and the Employee shall serve the Company
as a
Chief
Executive Officer
of the
Company
| (2) |
DURATION
|
The
employment of the Employee hereunder will
be effective after the first week of the IPO of the Company
("the
Commencement Date") and is for an initial fixed period of 3
years (36 months)
and
thereafter may be terminated in accordance with the provisions of this
Agreement.
|
(3)
|
DUTIES
AND WORKING HOURS
|
| (a) |
The
Employee shall,
|
| (i) |
serve
as a Chief
Executive Officer
of
the Company and shall discharge and perform all his/her duties as
such and
discharge and perform such other duties as the Company may from time
to
time assign to him/her;
|
| (ii) |
devote
himself/herself fully
and his/her attention exclusively to the business of the Company
as shall
reasonably required for the due discharge and performance of his/her
duties hereunder;
|
1
|
(iii)
|
in
all respects observe and comply with all relevant laws, regulations,
rules, code of conducts, guidelines, procedures, restrictions, directions
for the time being in force applicable to and governing the regulated
activities of the Company and all such regulations, rules, code of
conducts, guidelines, procedures, restrictions, directions from time
to
time imposed by the Company relating to or in respect of the Company's
business and/or the Employee's duties hereunder;
and
|
| (iv) |
use
all reasonable endeavors to promote the best interests of the Company
and
its business.
|
| (b) |
The
Employee shall attend punctually at the office of the Company or
at such
other places as his/her duties
or as the Company may require and shall not absent himself/herself
during
the normal working hours except in the case of illness or incapacity
and
shall, in respect of such illness or incapacity, provide such written
evidence in support thereof as may be required by the
Company.
|
| (c) |
The
normal working hours for the Employee are 8:00
am to 5:30 pm Monday
to Friday with one hour lunch. If and whenever required for the proper
discharge and performance of his/her duties hereunder, the Employee
shall,
without any additional salary or other payment of any nature whatsoever,
attend at such other place(s) and work for such longer hours or during
Saturdays, Sundays and/or public holidays to discharge and perform
his/her
duties hereunder as may reasonably be required by the
Company.
|
| (d) |
Notwithstanding
anything contained in this Agreement to the contrary, the Employee's
duties, nature or scope of works, job title, working location or
working
hours specified herein may, at the absolute discretion of the Company
be
altered or reallocated (as the case may be) from time to
time.
|
| (4) |
REMUNERATION
AND TAX
|
|
(a)
|
During
the continuance in force of his/her employment hereunder, the Company
will
pay the Employee a monthly remuneration of RMB
80,000
in
arrear normally at the end of each month subject to such necessary
adjustment if the Employee has not worked for a complete month for
any
particular month.
|
|
(b)
|
The
Employee shall be responsible for his/her own salary and/or income
tax
liabilities wherever and whenever imposed upon or resulting from
his/her employment
and in respect of all his/her income
hereunder.
|
2
| (5) |
EMPLOYEE
BENEFITS
|
| (a) |
Mandatory
Provident Fund Scheme
|
The
Employee will participate in the Company’s Mandatory Provident Funds Scheme
subject to the terms and conditions governing such scheme.
| (b) |
Medical
Benefits
|
The
Employee will be covered under the Company’s Medical Insurance Scheme subject to
the terms and conditions governing such scheme.
| (c) |
Bonus
and others
|
The
Employee may be granted bonus in such amount and/or such other benefits as
the
Company may at its absolute discretion from time to time provide.
| (6) |
ANNUAL
LEAVE
|
| (a) |
The
Employee shall be entitled to 15
working days of paid leave per annum in addition to the normal statutory
holidays. Leave is to be taken at such times and intervals as may
be
agreed by the Company having regard to the workload of the Employee
and
needs of the Company.
|
| (b) |
Accumulation
of leave is not permitted and leave not taken in any year shall be
forfeited.
|
| (7) |
BUSINESS
EXPENSES
|
The
Company will reimburse the Employee all reasonable out-of-pocket expenses
necessarily incurred by the Employee in the discharge and performance of his/her
duties hereunder upon production of such appropriate receipts or vouchers as
the
Company may reasonably require from time to time.
| (8) |
NON-DISCLOSURE
|
| (a) |
The
Employee shall not either during the continuance of his/her employment
hereunder or thereafter except in the proper course in discharge
and
performance of his/her duties hereunder divulge to any person whosoever
or
company whatsoever and shall use his/her best
endeavours to prevent the unauthorised publication or disclosure
of any
information concerning the business or finances of the Company or
any of
its clients or customers or any of the organizations, dealings,
transactions, operations, practice or affairs of the Company or any
of its
clients or customers which may come to his/her knowledge during or
in the
course of his/her employment
hereunder.
|
3
| (b) |
The
Employee hereby acknowledged that, the computer systems and any other
assets of the Company or any other member of the Group is the exclusive
property of the Company or such other member of the Group (including
without limit, the software and all information stored therein).
All the
Employee’s work products as well as datas, information and documentation
in such computer systems, including but without limit, intellectual
property rights, shall remain the sole and exclusive property of
the
Company or such other member of the Group and disclosure, retention
or
destruction of such any of such products, datas, information or
documentation is hereby prohibited.
|
| (9) |
RESTRICTION
AFTER TERMINATION
|
| (a) |
Upon
the termination of his/her employment hereunder for any cause or
by any
means whatsoever, the Employee shall not for a period of Three
(3)
months next thereafter, directly or
indirectly,
|
| (i) |
canvass
or solicit by any means whatsoever for himself/herself or any other
person, firm or company, any person or company who shall at any time
during the continuance of his/her employment hereunder have been
a client
or customer of the Company or any other member of the Group or endeavour
to take away such client or customer from the Company or any other
member
of the Group, or
|
| (ii) |
solicit
or encourage any employee of the Company or any other member of the
Group
to leave the employ of the Company or such other member of the
Group.
|
| (b) |
After
the termination of his/her employment hereunder for any cause or
by any
means whatsoever, the Employee shall not at any time or for any purpose
use the name of the Company or any other member of the Group in connection
with his/her
own or any other name in any way calculated to suggest that he/she
is or
has been connected with the business of the Company or any other
member of
the Group nor in any way hold himself/herself out as having or having
had
any such connection and shall not use any information concerning
the
Company or any other member of the Group which he/she may have acquired
in
the course of or as incident to his/her employment hereunder for
his/her
own benefit or to the detriment or intended or probable detriment
to the
Company or any other member of the
Group.
|
| (10) |
NON-COMPETITION
|
During
the course of the Employee’s employment hereunder, the Employee shall not
without the prior written approval of the Company engage or be concerned or
interested directly or indirectly as principal, agent, employee or otherwise
(except in his/her capacity employed hereunder) in the similar business or
activities being carry on by the Company or any other member of the Group or
be
personally employed or engaged with or without any consideration in any capacity
whatsoever in or in connection with any business whatsoever other than the
business of the Company.
4
| (11) |
TERMINATION
|
The
employment of the Employee hereunder may be terminated at any time,
| (a) |
by
either party hereto giving to the other not less than Three
(3)
months’ prior notice in writing to expire after the end of the initial
fixed period of 3
years (36 months)
or
paying to the other a sum equal to not less than Three
(3)
months’ salary in lieu of such notice;
or
|
|
(b)
|
by
the Company without any prior notice or payment in lieu thereof or
any
compensation whatsoever in accordance with
the current China Lobour
Law.
|
|
(c)
|
by
the Employee without any prior notice or payment in lieu thereof
in
accordance with
current China Lobour Law.
|
|
If
the Employee is also appointed as a director of the Company, upon
the
termination of his/her employment hereunder, he/she shall
at the time of such termination automatically cease to be the director
of
the Company without any claim, compensation or payment of any nature
whatsoever by reason thereof.
|
| (12) |
SEVERABILITY
|
If
at any
time any provision of this Agreement or any part of such provision becomes
invalid, illegal, unenforceable or incapable of performance in any respect,
the
validity, legality, enforceability or performance of the remaining provisions
hereof or such remaining part of such provision (as the case may be) shall
not
thereby in any way be affected or impaired.
| (13) |
ENTIRE
AGREEMENT
|
This
Agreement constitutes the entire agreement and understanding between the parties
hereto in connection with the subject matter of this Agreement and supersedes
all previous (if any) proposals, representations, warranties, undertakings
or
agreements relating thereto whether oral, written or otherwise and neither
party
hereto has relied on (if any) such proposals, representations, warranties,
undertakings or agreements in entering into this Agreement.
5
| (14) |
GOVERNING
LAW
|
This
Agreement shall be governed and construed according to the laws of Cayman
Islands and the parties hereto hereby submit to the non-exclusive jurisdiction
of the Cayman Islands courts.
| SIGNED BY | SIGNED BY | |
|
For
and on behalf of
Fuwei
Films ( Holdings) Company Limited
|
||
| Authorised Signatory | {Xiaoan He}
ID
No. {320504196206233016.}
|
6
