DATED THE 31ST DAY OF MARCH 2011 EMERSON RADIO MACAO COMMERCIAL OFFSHORE LIMITED and MR. HON TAK KWONG CONTRACT OF EMPLOYMENT
Exhibit 10.31
DATED
THE
31ST
DAY OF MARCH 2011
XXXXXXX RADIO MACAO COMMERCIAL OFFSHORE LIMITED
and
MR. XXX XXX XXXXX
CONTRACT OF EMPLOYMENT
CONTENTS
| Clause | Heading | Page | ||||
1. |
Interpretation | 1 | ||||
2. |
Appointment | 1 | ||||
3. |
Commencement Date | 2 | ||||
4. |
Executive’s Duties | 2 | ||||
5. |
Remuneration and Benefits | 3 | ||||
6. |
Leave | 3 | ||||
7. |
Termination | 4 | ||||
8. |
Executive’s Undertakings | 5-6 | ||||
9. |
Intellectual Properties | 6-7 | ||||
10. |
Entire Agreement | 7 | ||||
11. |
Miscellaneous | 7-8 | ||||
12. |
Execution | 8 | ||||
THIS
AGREEMENT is made on the
31st day of March 2011.
BETWEEN:
| (1) | XXXXXXX RADIO MACAO COMMERCIAL OFFSHORE LIMITED of
Alameda Xx. Xxxxxx X’ Xxxxxxxxx, Nos 335-341, Hotline Centro, 17 andar R-U, Macau (“the
Company”); and |
|
| (2) | Mr. XXX Xxx Xxxxx of 000 Xxxxxxxxx Xxxx, XXX Xxxxxxxx, #00-00, Xxxxxxxxx 000000. (“the
Executive”). |
WHEREBY IT IS AGREED as follows:
| 1. | INTERPRETATION |
| 1.01 | In this Agreement, unless the context requires otherwise; |
“Basic Salary” means that part of the remuneration of the Executive as is referred to
in Clause 5(a); |
“Board” means the board of directors for the time being of the Company; |
“Group” means the Company and its subsidiaries from time to time and “member of the
Group” shall be construed accordingly; and |
“month” means calendar month. |
| 1.02 | References herein to Clauses are to clauses in this Agreement unless the context requires
otherwise. |
| 1.03 | The headings are inserted for convenience only and shall not affect the construction of this
Agreement. |
| 1.04 | Unless the context requires otherwise, words importing the singular include the plural and
vice versa and words importing a gender include every gender. |
| 2. | APPOINTMENT |
The Company will employ the Executive and the Executive will serve the Company as Deputy
Chief Executive Officer upon the terms and conditions hereinafter appearing. |
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| 3. | COMMENCEMENT DATE |
Employment will commence on 1st April 2011 (the “Commencement Date”). |
| 4. | EXECUTIVE’S DUTIES |
The Executive shall, during the continuance of his employment hereunder: |
| (a) | serve the Company as Deputy Chief Executive Officer and, in such
capacity, perform the duties and exercise the powers from time to time assigned to
or vested in his by the Board; |
| (b) | comply with and conform to any lawful and reasonable instructions or
directions from time to time given or made by the Board and faithfully and
diligently serve the Group and use his best endeavours to promote the business and
interests thereof; |
| (c) | devote himself exclusively and diligently to the business and interests
of the Group and personally attend thereto at all times during usual business hours
and during such other times as the Company may reasonably require except in case of
incapacity through illness or accident in which case he shall forthwith notify the
Personnel Manager of the Company of such incapacity and shall furnish to the Board
such evidence thereof as it may require; |
| (d) | not demand or accept or permit any member of his family to demand or
accept from third parties any gifts, benefits or advantages offered or given to the
Executive or a member of his family by reason of his employment with the Company. |
| (e) | be permitted to be employed on a part-time basis by The Grande Holdings
Limited or any of its subsidiaries and engage in other business activities approved
in advance by the Board, provided that, such other business activities do not (i)
conflict with the interests of the Company, (ii) inhibit, conflict with, or limit
your ability to perform your duties to the Company, or (iii) otherwise violate your
obligations under the Company’s Code of Ethics for Senior Financial Officers or the
Company’s Code of Conduct for Officers, Directors and Employees.
|
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| 5. | REMUNERATION AND BENEFITS |
|
The remuneration of the Executive shall be: |
| (a) | a fixed salary at the rate
of Hong Kong Dollars Two Hundred Forty Three
Thousand and Seven Hundred Fifty only (HK$243,750.00) per month payable in arrears; |
| (b) | an annual discretionary bonus payable at any time and in such sum as the Board
may in its absolute discretion determine. This will only be payable to those
Executives still under employment of the Group on the date the discretionary bonus
is to be distributed. |
| 6. | LEAVE |
The Executive shall be entitled after completion of each year of service with the
Company to twelve (12) working days leave with full pay, which leave shall be taken at
such time or times as may be convenient to the Board having regard to the exigencies of
the Company’s business provided that: |
| (a) | if the employment of the Executive hereunder is to cease on the
completion of any year of service, the Executive shall be entitled to take his said
leave immediately prior to the end of such year of service notwithstanding that at
that time such year of service shall not have been completed; |
| (b) | if the employment of the Executive hereunder is to cease (for any
reason other than termination pursuant to Clause 7) during any year of service, the
Executive shall be entitled to an amount of leave proportionate to the part of the
year during which he has been employed by the Company, such leave to be taken
immediately prior to the termination of his employment; and |
| (c) | if for any reason the Executive shall not have taken his full
entitlement of leave in any one year he shall not have any claim against the
Company in respect thereof nor, unless the reason is the exigencies of the
Company’s business (of which the Company shall be the sole judge), shall he be
entitled to additional leave in any year in respect of leave not taken in previous
years. |
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| 7. | TERMINATION |
| 7.01 | If the Executive is at any time incapacitated by illness, injury or accident from performing
his duties hereunder and (if so required) furnishes the Board with evidence satisfactory to
them of such incapacity and the cause thereof, he shall be entitled to receive his full salary
for the first month or any shorter period during which such incapacity continues and if he
continues so incapacitated for a longer period than two (2) consecutive months or if he is so
incapacitated at different times for more than sixty (60) days in any one period of fifty-two
(52) consecutive weeks then, and in either of such cases, his employment may be determined by
the Company by one (1) month’s notice in writing. |
| 7.02 | The Employee’s employment hereunder may be determined at any time after the expiration of the
probationary period of service, if any, by either of the parties hereto giving to the other
not less than one (1) months’ prior written notice provided that the Company may elect to
terminate the Employee’s employment hereunder forthwith upon payment to the Executive of not
less than one (1) months’ Basic Salary in lieu of notice. |
| 7.03 | Unless otherwise agreed by the Company, the employee will retire on the first day of the
following month immediately after his 60th birthday without further notice required by either
party. |
| 7.04 | The Employee shall not at any time during the continuance of his employment hereunder in
Singapore, Macau, Hong Kong and the People’s Republic of China
carry on or be employed,
concerned or interested directly or indirectly whether as shareholder, director, employee,
partner, agent or otherwise and whether alone or jointly with others in any business in which
the Company and / or any member of the Group is engaged in during the continuance of the said
employment in competition with the Company and / or any member of the Group. |
| 7.05 | In the event of termination of the Employee’s employment for whatever reason, the Executive
shall (where relevant) forthwith resigns as Deputy Chief Executive Officer or of any member of
the Group and shall cease to be entitled to any benefits under this
Agreement. |
| 7.06 | Any delay or forbearance by the Company in exercising any right to terminate this Agreement
shall not constitute a waiver of such right.
|
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| 8. | EXECUTIVE’S UNDERTAKINGS |
| 8.01 | The Executive shall not either during the continuance of his employment hereunder or
at any time thereafter divulge to any person whomsoever or to any body corporate or
unincorporate and shall use his best endeavours to prevent the unauthorized publication or
disclosure of any trade secret or any confidential information concerning the business or
finances of the Company and any member of the Group or any of its dealings, transactions or
affairs which may come to his knowledge during or in the course of his employment. |
| 8.02 | Forthwith upon the termination of the employment of the Executive hereunder, and/or at any
other time if the Company shall so request, the Executive shall deliver to the Company all
documents (including correspondence, lists of customers, notes, memoranda, plans, drawings
and other documents of whatsoever nature) models or samples made or compiled by or delivered
to the Executive during his employment hereunder and concerning the business, finances or
affairs of the Company and any member of the Group. For the avoidance of doubt it is hereby
declared that the property in all such documents as aforesaid shall at all times be vested in
the Company or the relevant member of the Group. |
| 8.03 | The Executive shall not at any time during the continuance of his employment hereunder or for
a period of twelve (12) months thereafter in Hong Kong and the People’s Republic of China
carry on or be employed, concerned or interested directly or indirectly whether as
shareholder, director, employee, partner, agent or otherwise and whether alone or jointly with
others in any business in which the Company and/or any member of the Group is engaged in
during the continuance of the said employment in competition with the Company and/or any
member of the Group. |
| 8.04 | The Executive shall not at any time during the continuance of his employment hereunder or for
a period of twelve (12) months thereafter either on his own account or in conjunction with or
on behalf of any other person or body corporate or unincorporate in competition with the
Company or any member of the Group directly or indirectly solicit or entice away from the
Company or any member of the Group any person or body corporate or unincorporate who now is or
at any time during or at the date of the termination of the said employment may have become a
customer or supplier or prospective customer or supplier of the Company or any member of the
Group and with whom the Executive had personal contact or dealings during his said employment. |
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| 8.05 | The Executive shall not at any time during the continuance of his employment
hereunder or for a period of twelve (12) months thereafter either on his own account or in
conjunction with or on behalf of any other person or body corporate or unincorporate directly
or indirectly solicit or entice away from the Company or any member of the Group or employ or
otherwise engage any person who now is or at any time during or at the date of the termination
of the said employment may have become an Executive of the Company or any member of the Group
and with whom the Executive had contact during this said employment. |
| 8.06 | The Executive shall not at any time or for any purpose after termination of his employment
hereunder use either the English or Chinese name of the Company or any name similar thereto in
connection with his own or any other name in any way calculated to suggest that he is or has
been connected with the Company’s business, nor in any way hold herself out as having had any
such connection. |
| 9. | INTELLECTUAL PROPERTIES |
| 9.01 | Unless otherwise expressly agreed between the parties hereto during the continuance
of this Agreement:- |
| (a) | the whole interest of the Executive in any Inventions shall become the
absolute beneficial property of the Company without any payment to the Executive
therefor; |
| (b) | the Executive shall promptly communicate to the Company full
particulars of all Inventions and, if any of the Inventions is capable of being
protected by any Registrable Rights, the Company shall decide whether and where
applications shall be made for such Registrable Rights in respect of the same; |
| (c) | all such Registrable Rights shall be applied for and taken out at the
Company’s expense and in the name of the Company (or any member of the Group) or if
the Company shall require in the joint names of the Executive and the Company and
the Executive shall concur in applying for the same and shall (at the Company’s
expense) prepare all such drawings specifications models and designs as may be
necessary and give every assistance in the Employee’s power to procure the grant of
such Registrable Rights; and |
| (d) | when granted the interest
(if any) of the Executive in such Registrable
Rights shall be unconditionally assigned by the Executive to the Company or as the
Company may direct and the renewal fees payable in respect thereof shall be paid by
the Company or any member of the Group for so long as it considers fit to keep the
same alive. |
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| 9.02 | In Clause 9.01:- |
| (a) | “Inventions” means any invention, formula, process or improvement,
trade xxxx or name, copyright, design, plan, drawing, specification or device of
whatever nature which relates to the business and/or products of the Company or any
member of the Group, and is invented, developed, devised or otherwise acquired by
the Executive (whether alone or jointly with any other person) during the
continuance of this Agreement; and |
| (b) | “Registrable Rights” means letters patent, registered designs,
trademarks or similar commercial monopoly rights created by registration (whether
in Hong Kong, the United Kingdom, the United States of America or elsewhere in the
world). |
| 10. | ENTIRE AGREEMENT |
This Agreement constitutes the entire understanding between the parties hereto and
supersedes any prior understanding and/or agreements between: |
| (i) | Executive and |
| (ii) | the Company or any member of the Group, in respect of the
subject matters of this Agreement. |
| 11. | MISCELLANEOUS |
| 11.01 | The expiration or termination of this Agreement howsoever arising shall not operate to
affect such of the provisions hereof as in accordance with their terms are expressed to
operate or have effect thereafter. |
| 11.02 | In the event of any variation of the remuneration payable to the Executive hereunder being
made by consent of the parties hereto such variation shall not constitute a new agreement but
(subject to any express agreement to the contrary) the employment of the Executive hereunder
shall continue subject in all respects to the terms and conditions of this Agreement with such
variation as aforesaid. |
| 11.03 | Each notice, demand or other communication given or made under this Agreement shall be in
writing and delivered or sent to the relevant party at its address or fax number set out below
(or such other address or fax number as the addressee has by five (5) days’ prior written
notice specified to the other party): |
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To the Company:
|
The Personnel Manager Xxxxxxx Radio Macao Commercial Offshore Limited Alameda Xx. Xxxxxx X’ Xxxxxxxxx Nos 335-341, Hotline Xxxxxx 00 xxxxx X-X, Xxxxx |
|
To the Employee:
|
Mr. XXX Xxx Xxxxx 000 Xxxxxxxxx Xxxx XXX Xxxxxxxx #00-00, Xxxxxxxxx 000000 |
Any notice, demand or other communication so addressed to the relevant party
shall be deemed to have been delivered (a) if given or made by letter, when actually
delivered to the relevant address; (b) if given or made by fax, when despatched. |
| 11.04 | If at any time any provision
of this Agreement is or becomes illegal, invalid or
unenforceable in any respect, the legality, validity and enforceability of the remaining
provisions of this Agreement shall not be affected or impaired thereby. |
| 11.05 | This Agreement shall be governed by and construed in accordance with the laws of Hong Kong. |
IN WITNESS WHEREOF this Agreement has been executed on the day and year first above written.
SIGNED by
|
) | |||||
for and on behalf of Xxxxxxx Radio Macao Commercial Offshore Limited in the presence of: |
) ) ) ) |
 |
||||
SIGNED by Mr. XXX Xxx Xxxxx in the presence of: |
 |
) ) ) |
 |
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