EMPLOYMENT AGREEMENT
Exhibit 10.12
This EMPLOYMENT AGREEMENT (“Agreement”) is entered into this 1st day of May,
2007 by and between Ningbo Keyuan Plastic Co., Ltd., a PRC company located at
Qingshi Industrial Zone, the Economy & Technology Development District,
Ningbo City, Zhejiang Province, PRC 315803 ("Party A"), and Xx.
Xxxxxxxx Xxx, a PRC resident, born on June 16, 1967, with the PRC ID No.
440902670616043 and serving as the legal representative of Party A ("Party
B"),
WITNESSETH
WHEREAS, the parties hereto desire to enter into this Agreement to define and
set forth the terms and conditions of the employment of Party B by Party
A;
NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth below, it is hereby covenanted and agreed by both parties as
follows:
Term
This
is an open-ended agreement. The effective date of this Agreement is May 1, 2007
(“Effective Date”).
Scope of
Duties
Party
A hereby employs Party B as the general manager of Party A (“General Manager”)
and Party B agrees to serve in such capacity and assume other duties and
responsibilities as may be mutually agreed upon by both parties. Party B shall
perform his duties in satisfactory manner and Party A is authorized to adjust
Party B’s position and evaluation standards based on Party B’s
performance.
Working
Location
Based
on specific needs, Party A will assign Party B to work in the office location of
Party A’s headquarters, subsidiaries, controlling affiliates or any other
branches.
Working
Schedule
The
working schedule of Party B shall comply with applicable PRC laws. Based on
Party B’s duties, Party B’s working hours shall be calculated under the
Integrated Working Hour Computation System (rather than the Standard Hours
System and Flexible Hours System). If Party B is reassigned to a different
position, the computation system shall be changed accordingly.
Vacation
Party
A adopts a vacation policy which complies with the PRC laws and is adjusted in
accordance with its specific needs. Party B has the full right to enjoy all the
national legal holidays under relevant PRC regulations.
Compensation
1) Party B shall be
compensated for his services in accordance with the mutual agreements between
Party A and Party B which shall correspond with Party B’s position and
duties.
2) Party B’s
compensation may be adjusted in accordance with the change of Party B’s position
in the company.
3) Party B shall be
paid no later than the fifteen (15th) day of each month for his services in the
previous month. Party A shall withhold personal income tax for Party B before
payment.
Social
Insurance
1) Party B shall pay
part of the premium for his social insurance, which shall be deducted by Party A
from Party B’s salary.
2) Party B shall be
entitled to reasonable medical treatment for any disability or occupational
disease during the term of this Agreement, as determined by applicable PRC laws
and the local government regulations.
Labor Protection, Working Condition and
Prevention of Occupational Disease
1) Party A shall
provide Party B with labor protection in accordance with applicable PRC
laws.
2) Party B shall
strictly comply with relevant safety regulations, operation standards and
procedures of PRC.
Discipline
and Reward
1) Party B shall
perform his duties in compliance with Party A’s working discipline and employee
manual.
2) Party A shall
train Party B in the beginning of his employment.
Amendment
1) This Agreement may
be amended by mutual agreement of both parties. Any amendment shall not become
effective without written consent by both parties.
2) This amend of this
Agreement shall comply with applicable provisions of PRC law.
Remedies
and Termination
1) The termination,
cancellation and extension of this Agreement shall be conducted in compliance
with the Labor Employment Law
of the People’s Republic of China, as well as relevant provincial and
municipal regulations.
2) Any working
transfer shall be conducted in accordance with the mutual agreement of both
parties. Remedies shall be paid following such transfer.
3) Party B shall give
Party A a thirty (30) day notice prior to the termination of this Agreement and
a three (3) day notice during the trial period.
4) Party B can not
unilaterally terminate this Agreement before returning all of Party A’s assets
used by Party B during the term. Party A shall be entitled to remedy for any
loss or damage resulting from Party A’s unilateral termination without
notification.
Miscellaneous
1) Party B shall keep
confidential all of Party A’s trade and technology secrets, and refrain from
participating in any entity or business activity which might have a conflict of
interest with Party A. After the termination of this Agreement, Party B shall
continue to comply with the confidentiality requirements.
2) Both parties shall
enter into a training agreement contemplating the service period. If the service
period is longer than the term of this Agreement, the term shall be extended to
the last day of the service period.
3) Party B shall give
Party A a minimum of six (6) month notice in written form prior to any
resignation. Whether the resignation formality is duly conducted shall be
mutually determined by both parties. Party B’s employment is not terminated
unless all formalities are completed.
Notice
Any
notice required or permitted to be given under this Agreement shall be in
writing and be delivered in person or by mail to the addresses as provided in
this Agreement. One party shall immediately notify the other in writing upon any
change of address.
Warranties
and Representations
Party
B warrants and represents as follows:
1) Party B is not
affiliated to or in any form of employment relationship with any other entity,
organization or individual. Party B shall indemnify Party A against any loss or
damage arising from Party B’s employment or personnel disputes with any other
entity, organization or individual.
2) Party B is not in
violation of any duty or responsibility to any other entity by entering into
this Agreement.
3) Party B full
acknowledges the terms and provision of this Agreement before
signing.
4) Party B will not
enter into any employment relationship with any other entity, organization or
individual during the term of this Agreement.
5) Party B enters
into this Agreement on his own will.
Confidentiality
Obligation
[Please
see the Confidentiality Agreement]
Non-Compete
1) For a period
ending two (2) years after the termination date of this Agreement, Party B shall
neither engage in any identical or similar business as Party A, nor disclose any
of Party B’s trade secrets to any enterprise, individual or other third party
which is competing, directly or indirectly, with Party A. Party B is also
prohibited from joining any enterprise that is directly or indirectly competing
with Party A.
2) For a period
ending two (2) years after the termination date of this Agreement, Party B shall
not, for his own or any other entity’s interest, engages in or attempts to
engage in any of the following activities:
a) solicit or attempt
to solicit any of Party A’s employees, either in position or have left Party A
within a year, to participate in any of the activities as provided in
Sub-section One of this provision;
b) solicit, persuade
or contact Party A’s clients ( “clients” means those enterprises or individuals
having trading relations with Party A for a period of two (2) years before Party
B officially leaves Party A), or solicit Party A’s clients to terminate or
reduce its normal business activities with Party A, or accept orders or business
which originally belongs to Party A in the ordinary course of
business.
c) upon violation of
this provision by Party B, Party B shall unconditionally pay a penalty fee of
RMB 200,000 to Party A; If the loss or damage suffered by Party A exceeds RMB
200,000, Party A shall have the right to claim for the extra amount from Party
B. Upon mutual agreement, the amount of the penalty fee is foreseeable and can
be pre-determined by both parties without subjecting to any court order or
arbitration award.
d) as consideration,
Party A shall pay Party B a non-competition fee as provided below:
Amount of the
fee: RMB 500,000
Method of
payment: Lump sum payment after two (2) years from Party B’s termination
date
Mediation
and Arbitration
1) Party B
may seek assistance or advice from the union if Party B considers his legal
interest is infringed.
2) Any controversy,
claim or dispute arising out of or relating to this Agreement shall be resolved
by negotiation first, if the dispute can not be resolved through negotiation,
such dispute shall be settled by arbitration in accordance with relevant PRC
laws and local regulations.
Whole
Agreement
The
terms and provisions in this Agreement constitute the whole agreement between
both parties and shall have the same effect as the rules and regulations as
established by Party A.
1) Any amendment of
this Agreement shall be effective in written form by both parties.
2) Any training
agreement (if any) does not become void or unexercisable due to the termination
of this Agreement.
3) This Agreement is
made in duplicate with each party holding a copy.
Party
A: Ningbo Keyuan Plastic Co.,
Ltd.
Party
B: Xxxxxxxx Xxx
Date: May
1, 2007
