AMENDMENT TO EMPLOYMENT AGREEMENT
Confidential
- Without Prejudice
For
Settlement
Purposes
Only
AMENDMENT
TO
This
Amendment (this “Amendment”)
to the
Employment Agreement (the “Agreement”),
dated
as of February 24, 2007, between China Broadband, Ltd., a Cayman Islands company
(the “Company”),
a
subsidiary of China Broadband, Inc. (“Broadband”),
and
Yue Pu (the “Executive”)
is
made on January 11, 2008.
WHEREAS, the
Company and the Executive entered into the Agreement to provide for the
rendering of certain services to the Company by the Executive; and
WHEREAS,
the
Company and the Executive wish to amend the Agreement in accordance with Section
10(f) of the Agreement.
NOW,
THEREFORE,
for good and valuable consideration, the receipt and sufficiency of which hereby
are acknowledged, the parties hereby agree as follows:
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1.
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All
capitalized terms used herein and not otherwise defined shall have
the
meanings ascribed thereto in the
Agreement.
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2.
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Section
3(a) shall be amended and restated in its entirety to read as follows:
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(a)
Service
with Company.
During
the term of the Executive's employment, the Executive shall serve in the
position of Vice Chairman and principal financial officer of the Company and
Parent, and Executive shall have the authority, duties and responsibilities
generally associated with such position and as may be determined by the Chairman
(“Chairman”)
or the
Board of Directors (the “Board”)
of the
Company or its Parent from time to time subject to the provisions of this
Agreement, as amended, and subject to the control and direction of the Board,
managing operational activities relating to the operations of the Company and
Parent in the PRC, and planning operational policies, objectives and
initiatives, as well as furthering the Company’s short - and long-term financial
and operational goals. Specifically, Executive shall continue to be involved
with the preparation, and filing of financial statements and periodic reports
and the execution of officer certifications to be filed pursuant to the
Securities Exchange Act of 1934, as amended until a replacement Principal
Financial Officer is hired. The Executive will report to the Board.
Section
3(b)(i) of the Agreement is amended and restated in its entirety to read as
follows:
Subject
to the provisions hereof, the Executive agrees to serve the Company and Parent
faithfully and to the best of his ability and to devote so much of his time
to
the affairs of the Company and Parent as, in the reasonable judgment of the
Board, the conduct of the business of the Company and Parent shall reasonably
require, and the Executive shall not be obligated to do or perform any act
or
thing in connection with the business of the Company or Parent not expressly
set
forth herein.
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3.
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Section
6 of the Agreement is hereby amended and restated in its entirety
to read
as follows:
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Nothing
herein contained shall be deemed to preclude the Executive from engaging,
directly or indirectly, in any Permitted Activities. For purposes hereof, (a)
“Permitted
Activities”
include:
(i) serving as an officer, director and/or board committee member or being
a securityholder of China Cablecom, Ltd. and Cablecom Holdings/Jaguar (as
defined below) (and any successor), and the respective affiliates thereof,
pursuant to an employment agreement or otherwise and all activities undertaken
in connection with the Cablecom Business (as defined below);
(ii) management of his personal and family investments; (iii) engaging
in Other Permitted Investments (as defined below); (iv) serving as a
director, board or other committee member or trustee or in any other advisory
capacity to any companies or other entities if such activities do not materially
interfere with his services to the Company; (v) serving on industry boards
or committees and trade associations in a non-employee capacity; and
(vi) performing civic, community, public service, charitable, religious or
philanthropic functions, (b) “Other
Permitted Investments”
shall
include: (x) investments in securities of publicly traded entities; and (y)
passive investments in businesses not competitive with the Business of the
Company described below, it being acknowledged that a “passive
investment”
shall
be deemed to mean an investment in a business that does not require or result
in
the participation of the Executive in the management or operations of such
business, except during times other than regular business hours and which do
not
materially interfere with his services to the Company, and (c) “Cablecom
Holdings/Jaguar”
shall
mean China Cablecom Holdings, Ltd. and Jaguar Acquisition Corporation (such
entities are described in the Registration Statement on Form S-4, as the same
may from time to time be amended, of China Cablecom Holdings, Ltd. filed with
the Securities and Exchange Commission), the business of which shall include
acting as a joint venture provider of cable television services in the People’s
Republic of China and related activities, but which does not include the
provision of Stand-Alone Broadband Services (as defined below)(collectively,
the
“Cablecom
Business”).
It is
contemplated that the Executive shall, until such time as the Company and Parent
have hired a Chief Financial Officer (A) remain an executive of the Company
and
specifically, continue to have all responsibilities of a principal financial
and
principal accounting officer, amended, and (B) take commercially reasonable
efforts to further assure that such other activities with China Cablecom, Ltd.,
Cablecom Holdings/Jaguar (and any successor) will not materially interfere
with
his above-referenced obligations to the Company. Notwithstanding the foregoing,
Executive will not divulge any confidential information or opportunities of
the
Company. At such time as the Company and Parent have hired a Chief Financial
Officer and Principal Financial Officer, Executive’s work requirements shall be
appropriately reduced further except that he shall remain Vice Chairman and
Director of the Company and Parent during the term of his employment with the
Company. The “Business”
of
the
Company, for purposes of the scope or nature of activities to be performed
by
the Executive under this Agreement, shall relate to stand alone, independent
broadband services, including electronic program/television program-type
publications (collectively, “Stand
Alone Broadband Services”).
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4.
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A
new Section 10 shall be added to the Agreement as
follows:
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Any
controversy or claim arising out of, in conjunction with or relating to this
Agreement (other than an action for injunctive relief) shall be resolved by
arbitration, to be held in the County of New York, State of New York, in
accordance with the Commercial Rules of the American Arbitration Association
then in effect; judgment upon the award rendered by the arbitrator shall be
final and binding upon the parties and judgment on the award may be entered
and
enforced in any federal or state court of competent jurisdiction located in
the
County of New York, State of New York. The parties to this Agreement hereby
irrevocably consent to personal jurisdiction in the federal and state courts
located in the County of New York, State of New York for that purpose. The
arbitration award shall include attorneys’ fees and costs to the prevailing
party.
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5.
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Section
10 of the Agreement shall become Section
11.
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6.
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Except
as modified by this Amendment, the Agreement shall continue unmodified
and
in full force and effect and each party hereto ratifies, approves
and
confirms the Agreement, as modified by this Amendment, in all
respects.
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7.
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This
Amendment may be executed in separate counterparts, each of which
will be
an original and all of which taken together shall constitute one
and the
same agreement, and any party hereto may execute this Amendment
by signing
any such counterpart.
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* * *
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IN
WITNESS WHEREOF, the parties have executed this Amendment as of the date first
set forth above.
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CHINA
BROADBAND, LTD.
By:
/s/ Xxxxx Xx
Name:
Xxxxx Xx
Title:
Chairman
Yue
Pu
Yue
Pu
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