EMPLOYMENT AGREEMENT
EXHIBIT
10.6
THIS
EMPLOYMENT AGREEMENT is made as of this 6th day of November, 2006, by and
between Xact Aid, Inc., a Nevada corporation (the "Company") and Xxxxxxx Man
Xxx
Xxx, an individual (the "Executive").
BACKGROUND
The
Company and the Executive desire to enter into this Agreement to assure the
Company of the services of the Executive and to set forth the rights and the
duties of the parties hereto.
AGREEMENT
In
consideration of the mutual covenants, terms and conditions hereinafter
contained, and for other good and valuable consideration, the parties hereby
agree as follows:
1. Term
of Employment.
The
Company hereby employs the Executive and the Executive hereby accepts such
employment commencing on November 6, 2006, and terminating on November 5, 2008
(the "Term"), unless sooner terminated as provided herein.
2. Duties.
The
Executive shall serve as the Chief Executive Officer and President of the
Company, with the powers and duties consistent with such position. The Executive
may be reassigned or transferred to another management position only upon the
Company obtaining the Executive’s prior written consent. The Executive shall
also be subject to the policies and procedures generally applicable to executive
employees of the Company.
3. Compensation.
3.1 Salary.
The
Company shall pay the Executive a salary of US$144,000 per year (the "Salary").
The Salary shall be subject to annual review and upward adjustment or no
adjustment in the sole discretion of the Company. The Salary shall be payable
in
equal installments monthly consistent with the Company's regular business
practice.
3.2 Bonus.
In
addition to the Salary, the Executive shall be eligible to receive a bonus
for
each calendar year in an amount to be determined by the Board of Directors
of
the Company.
3.3 Expense
Reimbursement; Expense Allowance.
The
Company shall reimburse the Executive for reasonable and necessary business
and
entertainment expenses incurred by him in connection with the performance of
his
duties hereunder, including, but not limited to, expenses for business
development, travel, meals and accommodations and related expenditures at the
same or higher levels as the Executive incurred during the course of duty.
The
Company shall reimburse the Executive for all such expenses within thirty (30)
days upon presentation by the Executive, from time to time, of an itemized
written accounting of such expenditures.
3.4 Benefits.
The
Company shall provide the Executive with the following benefits during the
Term
and any renewals thereof:
(a) Participation
in Benefit Plans and Policies.
The
Executive shall be entitled to participate in all insurance and other benefit
plans and policies maintained for senior executives of the Company.
(b) Indemnification.
The
Executive shall, in addition to any other legal or contractual rights to
indemnification provided by the Company, be provided coverage under
indemnification policies and director and officer liability policies maintained
by the Company in amounts reasonably determined by the Company.
4. Termination.
4.1 Termination
Events.
The
Executive's employment shall terminate prior to the expiration of the Term
upon
the happening of any of the following events:
(a) Voluntary.
Voluntary termination by the Executive by giving three (3) months’ notice in
writing;
(b) Death.
The
death of the Executive;
(c) For
Cause.
For
"cause" by the Company, defined as any of the following: (i) the Executive
is
convicted of, or pleads nolo contendere to, a felony; (ii) the Executive has
committed an act of fraud, bad faith or willful misconduct against the Company
that is materially detrimental to the Company; or (iii) the Executive has
materially breached any of the terms of this Agreement after written notice
has
been provided by the Company to the Executive regarding the specific nature
of
such breach and the Executive fails to cure such breach within thirty (30)
days.
(d) Disability.
Upon
the good faith determination of the Board that the Executive has become so
physically or mentally incapacitated or disabled as to be unable to
satisfactorily perform his duties hereunder for a period of one hundred twenty
(120) consecutive calendar days or for one hundred eighty (180) days in any
three hundred sixty (360) day period, such determination based upon a
certificate as to such physical or mental disability issued by a licensed
physician and/or psychiatrist (as the case may be) mutually agreed upon by
the
Executive and the Company;
(e) Without
Cause.
Termination for any reason other than for "cause" as defined in Section 4.1(c)
hereof.
(f) By
the
Executive For Good Reason.
If the
Company takes any of the actions described in this subsection (f), the Executive
may terminate employment for "good reason" at any time upon written notice
to
the Company. For purposes of this Agreement, the Executive may terminate this
Agreement pursuant to this subsection (f) for "good reason" upon the occurrence
of any of the following events without the express written consent of the
Executive:
(i) a
reduction in the Executive's Salary or the benefits set forth above;
and
(ii) the
Company has breached any of the terms of this Agreement.
4.2 Obligations
After Voluntary Termination; For Cause Termination.
In the
event that the Executive's employment is terminated pursuant to Sections 4.1(a)
or (c) hereof, the Company shall pay to the Executive or his representatives
on
the date of termination of employment ("Termination Date"):
(a) all
Salary compensation as is due pursuant to Section 3.1 herein, prorated through
the Termination Date;
(b) all
expense reimbursements due and owing the Executive through the Termination
Date
under Section 3.3 hereof, including reimbursements for reasonable and necessary
business expenses incurred prior to the Termination Date, as long as the
Executive submits a written accounting of such expenses in accordance with
Section 3.3 herein within forty-five (45) days of the Termination Date;
and
(c) all
benefits due the Executive, including benefits under insurance, group health
and
retirement benefit plans pursuant to Section 3.4 hereof in accordance with
the
Company's standard policy, through the Termination Date.
4.3 Obligations
After Termination Without Cause, Death, Disability or Termination by the
Executive For Good Reason.
In the
event that the Executive's employment is terminated pursuant to Section 4.1(b),
(d), (e) or (f) hereof, on the Termination Date, the Company shall:
(a) pay
to
the Executive or his representatives all Salary compensation as is due or will
be due pursuant to Section 3.1 herein through the entire Term of this
Agreement;
(b) pay
to
the Executive or his representatives all expense reimbursements due and owing
the Executive through the Termination Date under Section 3.3 hereof, including
reimbursements for reasonable and necessary business expenses incurred prior
to
the Termination Date, as long as the Executive submits a written accounting
of
such expenses in accordance with Section 3.3 hereof within forty-five (45)
days
of the Termination Date; and
(c) pay
to
the Executive or his representatives all benefits due the Executive, including
benefits pursuant to Section 3.4 hereof in accordance with the Company's
standard policy, through the Termination Date.
4.4 Withholding.
The
Company shall have the right to deduct from the compensation due to the
Executive any and all sums required for social security and withholding taxes
and for any other federal, state, or local tax or charge which may be in effect
or hereafter enacted or required by law as a charge on compensation of the
Executive.
4.5 Provision
of Benefits.
Should
the continuation of any benefits to be provided to the Executive following
the
termination of the Executive's employment hereunder be unavailable under the
Company's benefit plans for any reason, the Company shall pay for the Executive
to receive such benefits under substantially similar plans from similar third
party providers.
5. Assignment.
This
Agreement is personal in nature and neither of the parties hereto shall, without
the written consent of the other, assign or otherwise transfer this Agreement
or
its obligations, duties and rights under this Agreement; provided, however,
that
in the event of the merger, consolidation, transfer or sale of all or
substantially all of the assets of the Company, this Agreement shall, subject
to
the provisions hereof, be binding upon and inure to the benefit of such
successor and such successor shall discharge and perform all of the promises,
covenants, duties and obligations of the Company hereunder.
6. Miscellaneous.
6.1 Entire
Agreement; Modification.
This
Agreement contains the entire agreement of the parties relating to the subject
matter hereof, and the parties hereto have made no agreements, representations
or warranties relating to the subject matter of this Agreement that are not
set
forth otherwise herein. This Agreement supersedes any and all prior agreements,
written or oral, between the Executive and the Company. No modification of
this
Agreement shall be valid unless made in writing and signed by the parties
hereto.
6.2 Severable
Provisions.
The
provisions of this Agreement are severable and if any one or more provisions
may
be determined to be illegal or otherwise unenforceable, in whole or in part,
the
remaining provisions of the Agreement shall nevertheless be binding and
enforceable.
6.3 Governing
Law.
This
Agreement shall be governed by, and construed in accordance with, the internal
substantive laws of the State of Nevada, USA without regard to conflicts of
laws
principles. All controversies, claims, actions or causes of action arising
between the parties hereto and/or their respective successors and assigns,
shall
be subject to arbitration which arbitration shall be conducted in Los Angeles
County, California before a retired judge of the California Superior Court
or
the United States District Court pursuant to the rules of and administered
by
JAMS/Endispute.
6.4 Notices.
All
notices and other communications under this Agreement shall be in writing and
mailed, telecopied, or delivered by hand or by a nationally recognized courier
service guaranteeing overnight delivery to a party, at the following address
(or
to such other address as such party may have specified by notice given to the
other party pursuant to this provision):
If
to the
Executive, to: Xx.
Xxxxxxx Man Xxx Xxx
c/o
Wo
Kee Hong Group
10/F.,
Block A, Wo Kee Hong Building,
585-609
Castle Peak Road,
Xxxx
Xxxxx, N.T., Hong Kong.
If
to the
Company, to: Xact
Aid,
Inc.
000
Xxxxxxx Xxxxxx Xx.,
Xxxxx
000, Xxxxxxxx Xxxxxxx XX 00000,
XXX.
All
such
notices and communications shall be sent by commercial courier service and
shall
be effective upon receipt. Copies for convenience may also be sent by Facsimile
and/or e-mail.
6.5 Counterparts.
This
Agreement may be executed in more than one counterpart, each of which shall
be
deemed to be an original, and all such counterparts together shall constitute
one and the same instrument.
[The
remainder of this page is left blank intentionally. Signatures
follow.]
IN
WITNESS WHEREOF, this Employment Agreement is executed as of the day and year
first above written.
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Executive:
XXXXXXX MAN XXX XXX
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XACT
AID, INC., a Nevada corporation
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/s/
Xxxxxxx Man Xxx Xxx
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By: |
/s/
Xxxxxxx Xxxxxxxx
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Xxxxxxx
Man Xxx Xxx
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Name:
Xxxxxxx Xxxxxxxx
Title:
Chief Operating Officer
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Dated:
November 6, 2006
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Dated:
November 6, 2006
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