EMPLOYMENT AGREEMENT
Exhibit
10.1
This
Agreement is made effective as of the 1st
day of
January, 2008 (the “Effective
Date”),
by and
between China TransInfo Technology Corp., a Nevada corporation, (the
“Company”),
and
Xxxxxx Xxx, an individual (the “Employee”).
WHEREAS,
the
Company has made an offer of employment to the Employee, and the Employee has
accepted such offer of employment on the terms and conditions set forth herein;
and
WHEREAS,
Employee
shall commence his employment with the Company on or about January 1, 2008,
or
at another mutually agreeable date; and
WHEREAS,
the
parties hereto each recognize that, in the course of the Employee’s employment,
the Employee has had and will have access to certain information that is
confidential and proprietary to the Company, the disclosure of which would
cause
severe detriment to the Company and/or its affiliates; and
WHEREAS,
the
parties desire to fix their respective rights and responsibilities as set forth
in this Agreement.
NOW,
THEREFORE,
in
consideration of the premises and the mutual covenants, terms and conditions
hereinafter set forth, and for other good and valuable consideration receipt
of
which is specifically acknowledged, the parties hereto hereby agree as
follows:
Section
1. EMPLOYMENT
The
Company hereby employs the Employee, and the Employee hereby accepts employment,
as Chief Financial Officer of the Company.
Section
2. THE
EMPLOYEE’S DUTIES
a. The
Employee hereby agrees to perform his duties faithfully and honestly on behalf
of the Company and its affiliates and subsidiaries, including but not limited
to
Beijing PKU Chinafront High Technology Co. Ltd., and use his reasonable good
faith efforts and ability on behalf of the Company to perform the duties of
the
Employee’s position and perform such duties and services as shall be specified
and designated from time to time by the Chief Executive Officer. In performance
of his duties, Employee shall report to the Chief Executive Officer.
b. The
Employee’s duties shall include, without limitation, those customarily
associated with the position of Chief Financial Officer of a software company.
c. The
Employee agrees that he shall, during the term of this Agreement, faithfully
serve the Company as a full-time employee and devote his business time,
attention and ability to his duties and responsibilities hereunder; provided,
however,
that
nothing contained herein shall be construed to prohibit or restrict the Employee
from serving in various capacities in community, civic, religious or charitable
organizations or trade associations or leagues; or attending to passive personal
business or investment matters; provided that no such service or activity
permitted in this Section 2(c) shall individually or in the aggregate, either
materially interfere with the performance by the Employee of his duties
hereunder or give rise to any conflict of interest or the appearance of a
conflict of interest with either the Company or any of its subsidiaries or
affiliates.
d. The
Employee agrees to enter into the Employment Confidentiality and Inventions
Agreement, a copy of which is attached as Exhibit
1
(the
“Confidentiality
and Inventions Agreement”).
e. The
Employee agrees to observe and comply with all applicable domestic (federal,
state, and local) and international laws. The Employee also agrees to comply
with all lawful rules, regulations, policies and practices adopted by the
Company and made generally applicable to all of the Company’s employees (or
applicable to similarly situated employees), either orally or in writing, both
as they now exist and as they may be duly adopted or modified from time to
time,
provided that in the event of a conflict between this Agreement or its
attachments and such rules, regulations, policies, or practices, this Agreement
shall govern and supersede the same.
2
Section
3. COMPENSATION
AND BENEFITS
In
consideration for all services rendered by the Employee to the Company and
as
consideration for the restrictive covenants referred to in Section 7 hereof,
Company hereby agrees to pay compensation to the Employee as
follows:
a. During
the term of this Agreement, commencing on the Effective Date, the Company shall
pay to the Employee, in accordance with the normal payroll practices of the
Company, a base salary (“Base
Salary”)
of
seven hundred and fifty thousand Chinese Yuan (RMB 750,000.00) per annum. The
Company shall make deductions and withholding from the amount payable to
Employee as may be required by applicable international, federal, state or
local
laws.
b. In
addition to the foregoing, on or about January 1, 2008, Employee will be granted
nonstatutory stock options for the purchase of 200,000 shares of common stock
(the “Shares”).
The
option’s exercise price will be equal to the fair market value of the Company’s
common stock on
the
date of grant. The options shall vest in equal installments on a quarterly
basis
over a three-year period beginning on the grant date. The stock option grant
shall be evidenced by a stock option agreement (the “Stock
Option Agreement”)
and
the stock options will be subject to the terms and conditions of such Stock
Option Agreement.
c. Employee
is also eligible to participate in the Company’s executive bonus program
pursuant to which bonuses are granted at the sole discretion of the Company’s
Board of Directors, or, if applicable, a compensation committee established
by
the Board of Directors. Bonuses are not earned until the date they are paid
and
Employee must be an employee of the Company on the day bonuses are issued to
receive any bonus.
Section
4. EXPENSES
a. The
Company shall reimburse the Employee for reasonable and necessary expenses
incurred (i) in the ordinary course of conducting Company’s business and (ii) in
accordance with policies established, from time to time, by the Company.
b. The
Employee shall submit expense reports accompanied by receipts or other
appropriate substantiation for all items of business expenses for which
reimbursement is sought. Expenses for which Employee is entitled to
reimbursement as provided herein shall be reimbursed within two (2) weeks of
the
Employee’s submission but in no event shall the Employee be reimbursed later
than the end of the year following the year in which any such expense is
incurred. The amount of Executive’s expenses eligible for reimbursement during
any taxable year will not affect the expenses eligible for reimbursement in
any
other taxable year.
3
Section
5. DURATION
AND TERMINATION
a. Unless
terminated earlier as set forth below in Section 5(a), the Employee’s initial
term of employment under this Agreement shall commence on the Effective Date
and
shall continue for three years (the “Initial
Term”).
During
the Initial Term of Employment, Employee’s employment may only be terminated for
the following reasons:
(1) Upon
the
death of the Employee, effective the date of Employee’s death;
(2) Ten
(10)
days after the date on which the Company shall have given the Employee written
notice of the termination of his employment by reason of his physical or mental
incapacity or disability on a permanent basis. For purposes of the Agreement,
the Employee shall be deemed to be physically or mentally incapacitated or
disabled on a permanent basis if he is unable to materially and/or substantially
perform his duties, with or without reasonable accommodations, hereunder for
a
period exceeding two (2) consecutive months or for a period of four (4) months
in any twelve (12) consecutive month period;
(3) Immediately
upon the date the Company gives the Employee written notice of the termination
of his employment for “Cause”.
For
purposes of the Agreement, “Cause” shall mean (i) the conviction of the Employee
of a crime involving a sentence of incarceration or of a felony with or without
a sentence of incarceration; (ii) the commission of an act by the Employee
constituting fraud, embezzlement or other material financial dishonesty against
the Company, or of an act of moral turpitude which in the opinion of counsel
to
the Company would constitute a crime under the laws of the United States or
China (or any of their state or local laws) and which, in case of any of the
foregoing, in the good faith judgment of the Company, is likely to cause harm
to
the business of the Company, taken as a whole; (iii) the repeated refusal or
failure by the Employee to use his reasonable and diligent efforts to follow
the
lawful and reasonable directives (in light of the terms of the Agreement) of
the
Chief Executive Officer or Board of Directors with respect to a matter or
matters within the control of the Employee; (iv) Employee’s willful or gross
neglect in carrying out his material duties and responsibilities under the
Agreement; or (v) material breach by the Employee of any provision of this
Agreement or the Confidentiality and Inventions Agreement, including any of
the
Restrictive Covenants as provided in Section 7 hereof;
4
(4) Thirty
(30) days after the date on which the Employee shall have given the Company
written notice of the termination of his employment; and
(5) Thirty
(30) days after the date on which the Company provides written notice to the
Employee that he is being terminated without Cause (subject to the payments
due
in Section 6).
b. After
the
Initial Term of Employment, Employee’s employment under this Agreement shall
continue pursuant to this Agreement but shall be “at will,” meaning that either
the Company or Employee may terminate Employee’s employment with or without
cause or advance notice. This at-will relationship may only be changed by an
agreement in writing signed by the CEO of the Company.
Section
6. PAYMENTS
AND OTHER RIGHTS UPON TERMINATION
a. During
the Initial Term, if the Employee terminates his employment for any reason
or if
the Company terminates Employee’s employment due to death, permanent disability,
or with Cause, as defined above in Section 5, Employee shall be entitled only
to
the Base Salary through the date of the Employee’s termination of his employment
and any other benefits legally required to be paid to the Employee. The Company
shall retain all other rights and remedies provided at law or in equity as
a
result of such termination of employment.
b. During
the first year Initial Term, if the Company terminates Employee without Cause,
the Employee shall be entitled one month of Base Salary only, payable within
sixty (60) days from the date the Employee is terminated. If the Employee is
terminated without Cause after the one-year anniversary of this Agreement but
before the second-year anniversary, Employee shall be entitled to two months
of
Base Salary only, payable within sixty (60) days from the date the Employee
is
terminated. If the Employee is terminated without Cause after the second-year
anniversary of this Agreement but before the third-year anniversary, Employee
shall be entitled to three months of Base Salary only, payable within sixty
(60)
days from the date the Employee is terminated.
5
c. After
the
Initial Term, if the Company or Employee terminates the Employee’s employment
for any reason, the Employee shall be entitled only to the Base Salary through
the date of the Employee’s termination and any other benefits legally required
to be paid to the Employee. The Company shall retain all other rights and
remedies provided at law or in equity as a result of such termination of
employment.
d. Under
no
circumstances will Employee be entitled to any severance pay, except as set
forth in Section 6(b) above.
Section
7. RESTRICTIVE
COVENANTS
a. The
Employee agrees to enter into the Confidentiality and Inventions Agreement
(Exhibit
A)
and to
abide by the terms and conditions set forth therein. The Employee expressly
covenants and agrees that both while employed and for the six (6) month period
following the date of termination of the Agreement (the “Termination
Date”),
the
Employee shall not in any way, directly or indirectly, on the Employee’s own
behalf or on behalf of any other person, partnership, firm, company, corporation
or other entity, divert, take away, or attempt to take away or divert from
the
Company any person, partnership, firm, company, corporation or other entity
(or
their business or patronage) that is as of the Termination Date a customer
or
business partner of the Company or has been a customer or business partner
of
the Company or any affiliated companies within one (1) year prior to the
Termination Date.
b. Employee
agrees to return all Company property and confidential information upon
termination of his employment for any reason as required by the Confidentiality
and Inventions Agreement (Exhibit
A).
c. During
Employee’s employment and for a period of one (1) year following the termination
of Employee’s employment with the Company or any of its subsidiaries or
affiliates (the “Restricted Period”), the Employee shall not, directly or
indirectly, (i) in any manner whatsoever engage in any capacity with any
business competitive with the Company, any of its subsidiaries or affiliates
(the “Company’s Business”) within the Beijing, China municipality for the
Employee’s own benefit or for the benefit of any person or entity other than the
Company or any subsidiary or affiliate; or (ii) have any interest as owner,
sole
proprietor, shareholder, partner, lender, director, officer, manager, employee,
consultant, agent or otherwise in any business competitive with the Company’s
Business; provided,
however,
that
the Employee may hold, directly or indirectly, solely as an investment, not
more
than two percent (2%) of the outstanding securities of any person or entity
which are listed on any national securities exchange or regularly traded in
the
over-the-counter market notwithstanding the fact that such person or entity
is
engaged in a business competitive with the Company’s Business. For purposes of
this Agreement, an entity is competitive with the Company’s Business if such
entity is or is in the process of becoming a Geography Information Systems
(“GIS”) application software and/or services provider.
6
d. The
parties hereby agree that, if the scope or enforceability of the covenants
set
forth in this Section 7 of the Agreement is in any way disputed at any time,
and
a court or other trier of law and/or fact determines that any such covenant
is
inequitably broad, or otherwise is unenforceable, then such court or other
trier
of fact shall modify the obligations of Employee under the restrictive covenant
to the broadest restrictive obligations which are enforceable and shall enforce
the covenant to the extent legally permissible under the circumstances existing
at the time rather than eliminating any such restrictive obligations entirely.
Should a court or other trier of law and/or fact equitably adjust the
restrictive obligations contained in the Agreement, the remainder of the
Agreement shall remain in full force and effect. Employee further acknowledges
that in the event his employment with Company terminates for any reason, he
will
be able to earn a livelihood without violating the foregoing restrictions,
in
part because of the economic benefits he received under the terms of this
Agreement, and that the restrictions herein contained are a material inducement
to the Company to hire Employee and provide him with the economic benefits
hereunder, many of which are not generally available to other employees of
the
Company.
e. Employee
acknowledges that Employee’s compliance with this Section 7 of the Agreement is
necessary to protect the business and goodwill of Company and/or its
subsidiaries and affiliates (which Employee acknowledges will impact the
Company) and that a breach of any provision of this Section 7 will irreparably
and continually damage the Company, for which money damages may not be adequate.
Consequently, Employee agrees that, in the event that he breaches or threatens
to breach any of these covenants, in addition to other rights and remedies
existing in its favor, including, without limitation, money damages, Company
shall be entitled to injunctive and other equitable relief, including, without
limitation, specific performance or injunctive relief, in order to enforce
or
prevent any violation of the provisions thereof.
7
Section
8. GOVERNING
LAW, DISPUTE RESOLUTION
THE
PROVISIONS OF THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEVADA, WITHOUT REGARD TO THE
CONFLICTS OF LAWS PRINCIPLES THEREOF. Any controversy or dispute between any
of
the parties to the Agreement arising out of any of the terms, provisions, or
conditions of the Agreement, or the interpretation or enforceability thereof,
shall be submitted to arbitration in Las Vegas, Nevada, or another location
agreed to by the parties. The arbitration shall be heard before a single
arbitrator agreed to by the parties. The arbitration shall be binding with
no
right of appeal. In the event that either party initiates arbitration pursuant
to the section, the Company shall pay all of the fees and costs of the
arbitration. Each party shall be responsible for their own attorney’s fees and
other costs. The prevailing party shall have the right, at the discretion of
the
arbitrator, to recover its share of any arbitration fees and costs, or
attorney’s fees and costs. The arbitration shall be conducted pursuant to the
rules of the American Arbitration Association governing Employment Disputes.
The
parties shall agree to the appointment of the arbitrator within ten (10)
business days after the request for arbitration is received. The parties shall
be entitled to reasonable discovery; provided, that the arbitrator may limit
discovery in connection with a dispute as appropriate to achieve the prompt
and
efficient disposition of the dispute while giving full regard to the legitimate
needs of the parties for discovery; provided, however, that in no event shall
such discovery process exceed a period of 60 days, unless the arbitrator extends
such period for good cause. The decision of the arbitrator may be entered for
judgment in any appropriate court with jurisdiction.
Section
9. ENTIRE
AGREEMENT
The
Agreement supersedes and cancels any and all prior agreements between the
parties hereto, express or implied, relating to the subject matter hereof.
The
Agreement sets forth the entire agreement between the parties hereto. It may
not
be changed, altered, modified or amended except in a writing signed by both
parties.
Section
10. NON-WAIVER
The
failure or refusal of either party to insist upon the strict performance of
any
provision of the Agreement or to exercise any right in any one or more instances
or circumstances shall not be construed as a waiver or relinquishment of such
provision or right.
8
Section
11. ASSIGNMENT/NON-ASSIGNMENT
The
Company may assign the Agreement and any rights hereunder to any parent,
subsidiary, affiliate, or successor whereupon such parent, subsidiary,
affiliate, or successor shall have all the rights, duties and obligations of
the
Company hereunder.
Any
other
transfer or assignment of the Agreement and/or rights hereunder shall be subject
to Employee’s prior written consent, which consent shall not be unreasonably
withheld, conditioned or delayed. The Employee shall have no right to assign
any
of the rights, nor to delegate any of the duties, created by the Agreement,
and
any assignment or attempted assignment of the Employee’s rights, and any
delegation or attempted delegation of the Employee’s duties, shall be null and
void. In all other respects, the Agreement shall be binding upon and shall
inure
to the benefit of the parties hereto and their respective heirs, beneficiaries,
personal representatives, successors, officers and directors.
Section
12. SEVERABILITY
If
any
paragraph, term or provision of the Agreement shall be held or determined to
be
unenforceable, the balance of the Agreement shall nevertheless continue in
full
force and effect unaffected by such holding or determination to the fullest
extent permitted by law as though such paragraph, term or provision had been
written in such a manner and to such an extent as to be enforceable under the
circumstances.
Section
13. NOTICE
All
notices hereunder shall be in writing. Notices may be delivered personally,
or
by certified mail return receipt requested, postage prepaid, to the addresses
set forth below:
China
TransInfo Technology Corp., 07
Floor E-Wing Center, Xx. 000 Xxxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxxx, Xxxxx
100086
Xxxxxx
Xxx, 1-2-801,
Xx. 000 Xxx-xx-xxxx Xxxxxx, Xxxxxxxx Xxxxxxxx, Xxxxxxx, Xxxxx
100025
Either
party may designate a new address for purposes of the Agreement by notice to
the
other party in accordance with the paragraph.
9
| DATED: November 27, 0000 | Xxxxx TransInfo Technology Corp. | |
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| By: | /s/ Xxxxxxx Xxx | |
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Its:
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Chief Executive Officer and President |
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Exhibit
1
EMPLOYMENT
CONFIDENTIAL INFORMATION AND
INVENTION
ASSIGNMENT AGREEMENT
As
a
condition of my employment with China TransInfo Technology Corp., its
subsidiaries, affiliates, successors or assigns (collectively referred to
hereinafter as the “Company”), and in consideration of my employment with the
Company and my receipt of the compensation now and hereafter paid to me by
the
Company, I, Xxxxxx Xxx, agree to the following:
| A. |
Confidential
Information.
|
| 1. |
Company
Information.
I
agree at all times during the term of my employment and thereafter,
to
hold in strictest confidence, and not to use, except for the benefit
of
the Company, or to disclose to any person, firm or corporation without
written authorization of the Board of Directors of the Company, any
Confidential Information of the Company. I understand that “Confidential
Information” means any Company proprietary information, technical data,
trade secrets or know-how, including, but not limited to, research,
product plans, products, services, customer lists and customers
(including, but not limited to, customers of the Company on whom
I called
or with whom I became acquainted during the term of my employment),
markets, software, developments, inventions, processes, formulas,
technology, designs, drawings, engineering, hardware configuration
information, marketing, finances or other business information disclosed
to me by the Company either directly or indirectly in writing, orally
or
by drawings or observation of parts or equipment. I further understand
that Confidential Information does not include any of the foregoing
items
that has become publicly known and made generally available, unless
such
items became publicly known or made generally available through my
wrongful act or through a wrongful of another employee or former
employee
of the Company.
|
| 2. |
Former
Employer Information.
I
agree and warrant that I will not, during my employment with the
Company,
improperly use or disclose any proprietary information or trade secrets
of
any former or concurrent employer or other person or entity, and
I will
not bring onto the premises of the Company any unpublished document
or
proprietary information belonging to any such employer, person or
entity
unless consented to in writing by such employer, person or
entity.
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| 3. |
Third
Party Information.
I
recognize that the Company has received and in the future will receive
from third parties their confidential or proprietary information
subject
to a duty on the Company’s part to maintain the confidentiality of such
information and to use it only for certain limited purposes. I agree
to
hold all such confidential or proprietary information in the strictest
confidence and not to disclose it to any person, firm or corporation
or to
use it except to carry out my work for the Company consistent with
the
Company’s agreement with such third
party.
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of
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| B. |
Inventions.
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| 1. |
Inventions
Retained and Licensed.
I
have attached hereto, as Exhibit A, a list describing all inventions,
original works of authorship, developments, improvements, and trade
secrets that belong to me (hereinafter referred to as “Employee
Inventions”), and which are not assigned to the Company. If no such list
is attached, I represent and warrant that there are no Employee Inventions
that belong to me that have not been assigned to the Company. I further
represent that there are no Employee Inventions that I desire to
exclude
from the operation of this Agreement, except those set forth in Exhibit
A.
If in the course of my employment with the Company, I incorporate
into a
Company product, process or machine an Employee Invention owned by
me or
an Employee Invention in which I have an interest, the Company is
hereby
granted and shall have a nonexclusive, royalty-free, irrevocable,
perpetual, worldwide license to make, have made, modify, use and
sell such
Employee Invention as part of or in connection with such product,
process
or machine.
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| 2. |
Assignment
of Inventions.
I
agree that I will promptly make full written disclosure to the Company,
will hold in trust for the sole right and benefit of the Company,
and
hereby assign to the Company, or its designee, all my right, title,
and
interest in and to any and all inventions, original works of authorship,
developments, concepts, improvements or trade secrets, whether or
not
patentable or registrable under copyright or similar laws, which
I may
solely or jointly conceive or develop or reduce to practice, or cause
to
be conceived or developed or reduced to practice, during the period
of
time that I am employed by the Company (hereinafter referred to as
“Assigned Inventions”). I further acknowledge that all original works of
authorship which are made by me (solely or jointly with others) within
the
scope of and during the period of my employment with the Company
and which
are protectible by copyright are “works made for hire,” as that term is
defined in the United States Copyright
Act.
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| 3. |
Inventions
Assigned to the United States.
I
agree to assign to the United States government all my right, title, and
interest in and to any and all Assigned Inventions whenever such
full
title is required to be in the United States by a contract between
the
Company and the United States or any of its
agencies.
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| 4. |
Maintenance
of Records.
I
agree to keep and maintain adequate and current written records of
all
Assigned Inventions made by me (solely or jointly with others) during
the
term of my employment with the Company. The records will be in the
form of
notes, sketches, drawings, and any other format that may be specified
by
the Company. The records will be available to and remain the sole
property
of the Company at all times.
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of
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| 5. |
Patent
and Copyright Registrations.
I
agree to assist the Company, or its designee, at the Company’s expense, in
every proper way to secure the Company’s rights in the Assigned Inventions
and any copyrights, patents, mask work rights or other intellectual
property rights relating thereto in any and all countries, including
the
disclosure to the Company of all pertinent information and data with
respect thereto, the execution of all applications, specifications,
oaths,
assignments and all other instruments which the Company shall deem
necessary in order to apply for and obtain such rights and in order
to
assign and convey to the Company, its successors, assigns, and nominees
the sole and exclusive rights, title and interest in and to such
Assigned
Inventions, and any copyrights, patents, mask work rights or other
intellectual property rights relating thereto. I further agree that
my
obligation to execute or cause to be executed, when it is in my power
to
do so, any such instrument or papers shall continue after the termination
of this Agreement. If the Company is unable because of my mental
or
physical incapacity or for any other reason to secure my signature
to
apply for or to pursue any application for any United States or foreign
patents or copyright registrations covering Assigned Inventions or
original works of authorship assigned to the Company as above, then
I
hereby irrevocably designate and appoint the Company and its duly
authorized officers and agents as my agent and attorney in fact,
to act
for and in my behalf and stead to execute and file any such applications
and to do all other lawfully permitted acts to further the prosecution
and
issuance of letters patent or copyright registrations thereon with
the
same legal force and effect as if executed by
me.
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C.
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Conflicting
Employment.
I
agree that, without the Company's prior written consent, during the
term
of my employment with the Company, I will not engage in any other
employment, occupation, consulting or other business activity directly
related to the business in which the Company is now involved or becomes
involved during the term of my employment, nor will I engage in any
other
employment, business, or work activities that conflict with my obligations
to the Company.
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D.
|
Returning
Company Documents.
I
agree that, at the time of leaving my employment with the Company,
I will
deliver to the Company (and will not keep in my possession, recreate
or
deliver to anyone else) any and all Confidential Information, including
but not limited to, any and all devices, records, data, notes, reports,
proposals, lists, correspondence, specifications, drawings blueprints,
sketches, materials, equipment, other documents or property, or
reproductions of any aforementioned items developed by me pursuant
to my
employment with the Company or otherwise belonging to the Company,
its
successors or assigns. In the event of the termination of my employment,
I
agree to sign and deliver the "Termination Certification" attached
hereto
as Exhibit B.
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E.
|
Notification
of New Employer.
In the event that I leave the employ of the Company, I hereby grant
consent to the Company notifying my new employer about my rights
and
obligations under this Agreement.
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F.
|
Representations.
I
agree to execute any proper oath or verify any proper document required
to
carry out the terms of this Agreement. I represent that my performance
of
all the terms of this Agreement will not breach any agreement to
keep in
confidence proprietary information acquired by me in confidence or
in
trust prior to my employment by the Company. I have not entered into,
and
I agree I will not enter into, any oral or written agreement in conflict
herewith.
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G.
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No
Right To Continued Employment.
I
acknowledge, understand and agree that I have no right to continued
employment with the Company simply because I have complied with this
Agreement. I further understand and agree that this Agreement will
not be
construed to limit the Company’s right or my right to terminate my
employment, as set forth in my Employment Agreement. Even after such
termination, I will continue to be required to abide by the terms
and
conditions of this Agreement.
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H.
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Injunctive
Relief.
If I breach or threaten to breach any provision of this Agreement,
I
acknowledge and agree that the damage or imminent damage to the Company’s
business or its goodwill would be irreparable and extremely difficult
to
estimate, making any remedy at law or in damages inadequate. Accordingly,
the Company shall be entitled to injunctive relief against me in
the event
of any breach or threatened breach of such provisions by me, in addition
to any other relief (including damages) available to the Company
under
this Agreement or under law. Nothing in this Agreement is intended
to
limit in any way my right or the Company’s right to compel, or to seek,
arbitration of any claim or right that we agree to arbitrate through
a
separate agreement.
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| I. |
General
Provisions.
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| 1. |
Governing
Law; Consent to Personal Jurisdiction.
This Agreement will be governed by the laws of the State of Nevada.
I
hereby expressly consent to the personal jurisdiction of the state
and
federal courts located in Nevada for any lawsuit filed there against
me by
the Company arising from or relating to this
Agreement.
|
| 2. |
Entire
Agreement.
This Agreement sets forth the entire agreement and understanding
between
the Company and me relating to the subject matter herein. No modification
of or amendment to this Agreement, nor any waiver of any rights under
this
agreement, will be effective unless in writing signed by the Company’s
designated representative and me. Any subsequent change or changes
in my
duties, salary or compensation will not affect the validity or scope
of
this Agreement.
|
4
of
5
| 3. |
Severability.
If one or more of the provisions in this Agreement are deemed void
by law,
then the remaining provisions will continue in full force and
effect.
|
| 4. |
Successors
and Assigns.
This Agreement will be binding upon my heirs, executors, administrators
and other legal representatives and will be for the benefit of the
Company, its successors, and its
assigns.
|
| 5. |
Attorney’s
Fees.
In any legal action or other proceeding brought to enforce or interpret
the terms of this Agreement, the prevailing party shall be entitled
to
recover reasonable attorneys’ fees and
costs.
|
| 6. |
Acknowledgement
of Understanding. I
represent and warrant that I have read and I understand each and
every
provision of this Agreement and, with regard to any provision in
this
Agreement about which I have a question, I further understand that
I am
free to obtain advice from legal counsel of my choice, at my expense,
to
interpret said provision of this Agreement.
|
BY
SIGNING THIS AGREEMENT, I ACKNOWLEDGE THAT I HAVE FREELY AND VOLUNTARILY ENTERED
INTO THIS AGREEMENT AND AGREE TO BE CONTRACTUALLY BOUND
THEREBY.
| /s/ Xxxxxx Xxx | November 27, 2007 | ||
|
Xxxxxx Xxx |
Date |
| By: /s/ Xxxxxxx Xxx | November 27, 2007 | ||
|
Chief Executive Officer & President |
Date |
5
of
5
EXHIBIT
A
1.1 LIST
OF
PRIOR INVENTIONS AND ORIGINAL WORKS OF AUTHORSHIP
|
Title
|
Date
|
Identifying
Number or Brief Description
|
||
| o |
No
inventions or improvements
|
| o |
Additional
Sheets Attached
|
EXHIBIT
B
TERMINATION
CERTIFICATION
This
is
to certify that I do not have in my possession, nor have I failed to return,
any
devices, records, data, notes, reports, proposals, lists, correspondence,
specifications, drawings, blueprints, sketches, materials, equipment, other
documents or property, or reproductions of any aforementioned items recorded
during hours or belonging to China TransInfo Technology Corp., its subsidiaries,
affiliates, successors or assigns (hereinafter the "Company").
I
further
certify that I have complied with all the terms of the Company's Employment
Confidential Information and Invention Assignment Agreement signed by me,
including the reporting of any inventions and original works of authorship
(as
defined therein), conceived or made by me (solely or jointly with others) as
required by that agreement.
I
further
agree that, in compliance with the Employment Confidential Information and
Invention Assignment Agreement, I will not retaliate against the Company and
I
will preserve as confidential all trade secrets, confidential knowledge, data
or
other proprietary information relating to employees, products, processes,
know-how, designs, formulas, developmental or experimental work, computer
programs, data bases, other original works of authorship, customer lists,
business plans, financial information or other subject matter pertaining to
any
business of the Company or any of its employees, clients, consultants or
licensees.
_________________________________________ __________________
Xxxxxx
Xxx
Date
