EMPLOYMENT AGREEMENT
This
Employment Agreement (this "Agreement") is made effective as of May 21, 2007,
by
and between Cavico Corp ("Cavico"), of 00000 Xxxxx Xxxx, Xxxxx 0000, Xxxxxxxxxx
Xxxxx, Xxxxxxxxxx, 00000 and Xxxxxx X. Chi ("Chi").
X.
Xxxxxx
is engaged in the business of Construction. Chi will perform the job duties
at
the following locations: 00000 Xxxxx Xxxx, Xxxxx 0000, Xxxxxxxxxx Xxxxx,
Xxxxxxxxxx, XXX and 0 Xxxxx, Xxxx Xx Xxxxxxxx, Xxxx Xxxx Xxxxxx, Xx Xxxx
Tu
Xxxx, Hanoi, Vietnam
X.
Xxxxxx
desires to have the services of Chi.
C.
Chi is
willing to be employed by Cavico.
Therefore,
the parties agree as follows:
1.
EMPLOYMENT.
Cavico
shall employ Chi as a(n) Vice President. Chi shall provide to Cavico the
services described on the attached Exhibit A, which is made a part of this
Agreement by this reference. Chi accepts and agrees to such employment, and
agrees to be subject to the general supervision, advice and direction of
Cavico
and Cavico's supervisory personnel. Chi shall also perform (i) such other
duties
as are customarily performed by an employee in a similar position, and (ii)
such
other and unrelated services and duties as may be assigned to Chi from time
to
time by Cavico.
2.
BEST EFFORTS OF EMPLOYEE.
Chi
agrees to perform faithfully, industriously, and to the best of Chi's ability,
experience, and talents, all of the duties that may be required by the express
and implicit terms of this Agreement, to the reasonable satisfaction of Cavico.
Such duties shall be provided at such place(s) as the needs, business, or
opportunities of Cavico may require from time to time.
3.
COMPENSATION OF EMPLOYEE.
As
compensation for the services provided by Chi under this Agreement, Cavico
will
pay Chi an annual salary of $50,000.00 payable monthly on the first day of
each
month. Upon termination of this Agreement, payments under this paragraph
shall
cease; provided, however, that Chi shall be entitled to payments for periods
or
partial periods that occurred prior to the date of termination and for which
Chi
has not yet been paid, and for any commission earned in accordance with Cavico's
customary procedures, if applicable. Accrued vacation will be paid in accordance
with state law and Cavico's customary procedures. This section of the Agreement
is included only for accounting and payroll purposes and should not be construed
as establishing a minimum or definite term of employment.
4.
EXPENSE REIMBURSEMENT. Cavico
will reimburse Chi for "out-of-pocket" expenses incurred by Chi in accordance
with Cavico's policies in effect from time to time.
5.
RECOMMENDATIONS FOR IMPROVING OPERATIONS.
Chi
shall provide Cavico with all information, suggestions, and recommendations
regarding Cavico's business, of which Chi has knowledge that will be of benefit
to Cavico.
6.
CONFIDENTIALITY.
Chi
recognizes that Cavico has and will have information regarding the
following:
-
inventions
-
products
-
product
design
-
processes
-
technical matters
-
trade
secrets
-
copyrights
-
customer lists
-
prices
-
costs
-
discounts
-
business affairs
-
future
plans
and
other
vital information items (collectively, "Information") which are valuable,
special and unique assets of Cavico. Chi agrees that Chi will not at any
time or
in any manner, either directly or indirectly, divulge, disclose, or communicate
any Information to any third party without the prior written consent of Cavico.
Chi will protect the Information and treat it as strictly confidential. A
violation by Chi of this paragraph shall be a material violation of this
Agreement and will justify legal and/or equitable relief.
7. UNAUTHORIZED
DISCLOSURE OF INFORMATION.
If it
appears that Chi has disclosed (or has threatened to disclose) Information
in
violation of this Agreement, Cavico shall be entitled to an injunction to
restrain Chi from disclosing, in whole or in part, such Information, or from
providing any services to any party to whom such Information has been disclosed
or may be disclosed. Cavico shall not be prohibited by this provision from
pursuing other remedies, including a claim for losses and damages.
8. CONFIDENTIALITY
AFTER TERMINATION OF EMPLOYMENT.
The
confidentiality provisions of this Agreement shall remain in full force and
effect for a 1 year period after the termination of Chi's employment. During
such 1 year period, neither party shall make or permit the making of any
public
announcement or statement of any kind that Chi was formerly employed by or
connected with Cavico.
9.
VACATION.
Chi
shall be entitled to 14 of paid vacation for each completed year of employment.
Such vacation must be taken at a time mutually convenient to Cavico and Chi,
and
must be approved by Cavico. Requests for vacation shall be submitted to Chi's
immediate supervisor 14 days in advance of the requested beginning date.
The
provisions of this Vacation section are subject to change in accordance with
Cavico policies in effect from time to time.
10.
SICK LEAVE. Chi
shall
be entitled to 6 day(s) paid time, due to illness or for personal business,
for
each year of employment, with the year to be measured using Chi's starting
date
as the point of beginning. Unused sick leave benefits as of December 31 of
each
year may be converted into cash compensation at a rate of $25.00 per hour.
Sick
leave may be accumulated from year to year up to a total of 6 days; excess
amounts shall be forfeited.
All
requests for sick days off shall be made by Chi in accordance with Cavico
policies in effect from time to time.
The
provisions of this Sick Leave section are subject to change in accordance
with
Cavico policies in effect from time to time.
11.
PERSONAL LEAVE. Chi
shall
be entitled to 6 day(s) unpaid time, for personal business or due to illness,
for each year of employment, with the year to be measured using Chi's starting
date as the point of beginning. Personal leave benefits may not be converted
into cash compensation. Chi's rights to unused personal leave benefits shall
be
forfeited upon termination of employment. Personal leave may not be accumulated
from year to year; unused benefits shall be forfeited.
All
requests for personal days off shall be made by Chi in accordance with Cavico
policies in effect from time to time.
The
provisions of this Personal Leave section are subject to change in accordance
with Cavico policies in effect from time to time.
12.
HOLIDAYS. Chi
shall
be entitled to the following holidays with pay during each calendar year:
-
New
Year's Day
-
Memorial Day
-
4th of
July
-
Labor
Day
-
Thanksgiving Day
-
Christmas Day
The
provisions of this Holidays section are subject to change in accordance with
Cavico policies in effect from time to time.
13.
INSURANCE BENEFITS.
Chi
shall be entitled to insurance benefits, in accordance with Cavico's applicable
insurance contract(s) and policies, and applicable state law. These benefits
shall include:
-
health
insurance
-
disability insurance
-
life
insurance
The
provisions of this Insurance Benefits section are subject to change in
accordance with Cavico policies in effect from time to time.
Chi
shall
be able to participate in Cavico's pension plan in accordance with the plan's
terms and the requirements of law.
14.
TERM/TERMINATION.
Chi's
employment under this Agreement shall be for an unspecified term on an "at
will"
basis. This Agreement may be terminated by Cavico upon 30 days written notice,
and by Chi upon 30 days written notice. If Chi is in violation of this
Agreement, Cavico may terminate employment without notice and with compensation
to Chi only to the date of such termination. The compensation paid under
this
Agreement shall be Chi's exclusive remedy.
15.
TERMINATION FOR DISABILITY.
Cavico
shall have the option to terminate this Agreement, if Chi becomes permanently
disabled and is no longer able to perform the essential functions of the
position with reasonable accommodation. Cavico shall exercise this option
by
giving 30 days written notice to Chi.
16.
COMPLIANCE WITH EMPLOYER'S RULES.
Chi
agrees to comply with all of the rules and regulations of Cavico.
17.
RETURN OF PROPERTY. Upon
termination of this Agreement, Chi shall deliver to Cavico all property which
is
Cavico's property or related to Cavico's business (including keys, records,
notes, data, memoranda, models, and equipment) that is in Chi's possession
or
under Chi's control. Such obligation shall be governed by any separate
confidentiality or proprietary rights agreement signed by Chi.
18.
NOTICES. All
notices required or permitted under this Agreement shall be in writing and
shall
be deemed delivered when delivered in person or on the third day after being
deposited in the United States mail, postage paid, addressed as
follows:
Employer:
Ha
Xxxxx
Xxx
CEO
&
Chairman
00000
Xxxxx Xxxx, Xxxxx 0000
Xxxxxxxxxx
Xxxxx, Xxxxxxxxxx 00000
Employee:
Xxxxxx
X.
Xxx
Xxxx
0000
00X0
Xxxxxxxx
Xxxxx
Xxx
Xxxx Street
Hanoi,
Vietnam
Such
addresses may be changed from time to time by either party by providing written
notice in the manner set forth above.
19.
ENTIRE AGREEMENT. This
Agreement contains the entire agreement of the parties and there are no other
promises or conditions in any other agreement whether oral or written. This
Agreement supersedes any prior written or oral agreements between the
parties.
20.
AMENDMENT. This
Agreement may be modified or amended, if the amendment is made in writing
and is
signed by both parties.
21.
SEVERABILITY. If
any
provisions of this Agreement shall be held to be invalid or unenforceable
for
any reason, the remaining provisions shall continue to be valid and enforceable.
If a court finds that any provision of this Agreement is invalid or
unenforceable, but that by limiting such provision it would become valid
or
enforceable, then such provision shall be deemed to be written, construed,
and
enforced as so limited.
22.
WAIVER OF CONTRACTUAL RIGHT. The
failure of either party to enforce any provision of this Agreement shall
not be
construed as a waiver or limitation of that party's right to subsequently
enforce and compel strict compliance with every provision of this
Agreement.
23.
APPLICABLE LAW. This
Agreement shall be governed by the laws of the State of California.
EMPLOYER:
|
By:
|
/s/ Ha Xxxxx Xxx |
Date:
|
|
Ha
Xxxxx Xxx
|
||
|
CEO
& Chairman
|
AGREED
TO AND ACCEPTED.
EMPLOYEE:
|
By:
|
/s/ Xxxxxx X. Chi |
Date:
|
|
Xxxxxx
X. Chi
|
