CONTRACT FOR EMPLOYMENT
EXHIBIT
10.1
CONTRACT
FOR EMPLOYMENT
Deyu
Agriculture Corp, a Corporation, located at Xxxx 000, Xxxxx X, Xxxxxxx Xxxxxx, 0
Xxxxx Star Road, Beijing 100101, hereinafter referred to as "the Employer", and
Xxxxxxx Xxx, of 0000 Xxxxx Xxx, Xxxx Xxxxx, XX 00000, hereinafter referred to as
"the Employee", in consideration of the mutual promises made herein, agree as
follows:
ARTICLE
1. EMPLOYMENT
Acceptance
of Employment
Section
1.01. The Employer hereby employs the Employee and Employee hereby accepts the
employment with the Employer.
Term
of Employment
Section
1.02. The employment period (the “Employment Period”) will begin on January 10,
2011 or such earlier date to be agreed. This agreement and the Employee's
employment may be terminated at will of either the Employer or the Employee,
subject to 14 days’ written notice if the employment is terminated within the
first three months period of the employment and thirty days' written notice upon
satisfactory completion of the first three months period, given by the party
terminating the employment relationship to the other party. "At will" means at
the sole and unfettered discretion of the party seeking termination, for cause
or for no cause at all. After the first three months period, the
Employer shall confirm the employment of the Employee upon the satisfactory
performance of the duties of the Employee.
ARTICLE
2. DUTIES OF EMPLOYEE
Position
Description and Duties
Section
2.01. Employee is hereby hired to perform services for Employer in the capacity
of Chief Financial Officer of the Employer. In such capacity, Employee's duties
shall consist of providing to the Company professional services in the areas
described below.
The
Employee shall be responsible for:
▪ The
preparation of all financial statements and documents of the Employer and its
group companies in compliance with U.S. GAAP, including drafting of all
financial statements, Management Discussions and Analyses, and any other
documents required by U.S. regulatory bodies;
▪
Supervising and directing of the Employer’s accounting staff on monthly
closings and other matters and supervising and directing the Employer’s
accounting staff to complete the audit of the financial statements of the
Employer most effectively and efficiently;
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▪ Preparation
of quarterly forecasts and yearly budgets, as well as performing financial
analysis;
▪ Coordination
with independent auditors on quarterly reviews and annual audits, including (i)
supervision of Company staff to prepare financial results, schedules, and
documents associated with such audit or review, (ii) resolution of complicated
accounting issues that may arise during the review or audit, including drafting
of comprehensive audit memos referencing appropriate U.S. accounting literature
and reaching consensus with senior audit team members, and (iii) ensuring that
all financials are properly presented in accordance with U.S. GAAP, as
applicable;
▪ Communication
and liaison with the auditors, lawyers and transfer office of the
Employer;
▪ Evaluating
the internal control of the Employer group of companies and implementation of
internal controls and procedures improvements to comply with applicable
regulatory and reporting, including performing required testing of internal
controls over financial reporting to ensure that management is comfortable
signing the certifications required by Section 404 of the Xxxxxxxx-Xxxxx
Act;
▪
Coordinating capital raise with investment banking firms, including
preparation of detailed projections and English business plan/presentation, and
meeting with and presenting to potential investors;
▪
Coordinating with the IR and PR firms and proactively making regular IR
presentation to investors, analysts and shareholders regarding financial and
operational matters of the Employer;
▪
Preparation of all public filings, including annual and quarterly
reports, management discussion and analysis, material change reports, insider
ownership reports, and any other public reports required to be filed by the
Company with a regulatory agency;
▪
Ensuring investments and acquisitions are in compliance with all rules
and regulatory requirements of the Securities Exchange Commission and other
regulatory bodies applicable to the Employer and in accordance with U.S. GAAP,
as applicable; and
▪ Other
services as the CFO is obliged to render to the Employer during the Employment
Period.
Time
and Attention
Section
2.02. Employee agrees that the Employee shall be a full time employee of the
Employer throughout the Employment Period and devote his full time and attention
to the affairs of the Employer during the term of this
agreement.
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Adherence
to Rules
Section
2.03. Employee at all times during the performance of this Agreement shall
strictly adhere to and obey all the rules and regulations now in effect or as
subsequently modified or enacted by Employer, governing the conduct of employees
of Employer.
Satisfactory
Performance of Duties
Section
2.04. The employment of the Employee shall continue only as long as the services
rendered by the Employee are satisfactory to Employer, notwithstanding any other
provision contained in this Agreement. The Employer shall be the sole
judge as to whether the services of the Employee are satisfactory.
Obligations
to Third Parties
Section
2.05. The Employee warrants and represents that the Employee has the ability to
enter into this Agreement, that entering into and performing under this
Agreement will not violate the Employee's agreement with any third party, and
that there exist no restrictions or obligations to any third parties which will
restrict Employee's performance of duties under this Agreement.
ARTICLE
3. COMPENSATION
Base
Compensation and year-end bonus
Section
3.01. As compensation for the services rendered by Employee under this
agreement, as a gross salary and prior to any deductions or withholdings, the
Employee will be paid the monthly salary of $10,000 during the first three
months of the employment and after the confirmation of the employment of the
Employee upon the satisfactory performance of the duties of the Employee, the
Employee shall be paid the monthly salary of $11,000. The monthly
salaries shall be made on the last day of each month, via wire transfer, in U.S.
Dollars, to an account designated by the Employee. Subject to the overall
performance of the Employer, the Employee shall be paid a year-end bonus at the
discretion of the Chief Executive Officer and such bonus, if any, will be
normally paid prior to the Chinese New Year.
Group
Health Insurance and other reimbursements
Section
3.03. The Employer shall pay a fixed monthly allowance of $2,000 per month for
the health and medical insurance and life insurance of the Employee and
reimbursement of expenses including traveling and office expenses which would be
incurred by the Employee and as a result of such coverage or benefit is not
being offered to Employee. In addition, the Employer shall reimburse
the Employee expenses for long distance traveling and trips.
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Vacation
The
Employee shall be entitled to 13 working days’ vacation for completion of each
fiscal year and pro-rata to the length of service of the year rendered by the
Employee. Vacation entitlement must be taken during the next
following year of the entitlement. Should the entitlement be not
taken by the Employee due to certain uncontrolled circumstances, the Employer
may elect to pay the Employee at the rate of the per day salary of Employee in
respect of the number of days of vacation not taken by the
Employee.
Other
Benefits
Section
3.04. In addition to any other benefits or compensation set forth above, the
Employer offers to the Employee, and the Employee is entitled to participate in
the employee stock option plan at a level commensurate with the Employee’s
position.
Effect
of Termination on Compensation
Section
3.05. In the event of termination of the employment, the Employee shall be
entitled to the compensation accrued and earned prior to the date of termination
as provided for in this Article 3, computed pro-rata up to and including the
date of termination. Other than as may be provided herein to the contrary,
Employee shall be entitled to no further compensation following such date of
termination.
ARTICLE
4. EMPLOYER'S RECORDS/TRADE SECRETS
Ownership
of Employer's Records
Section
4.01. (a) All records of the accounts of the Employer, of any nature,
whether existing at the time of the Employee's employment, procured through the
efforts of the Employee, or obtained by the Employee from any other source, and
whether prepared by the Employee or otherwise, shall be the exclusive property
of the Employer regardless of who actually purchased the original book, record
or magnetic storage unit on which such information is recorded.
(b)
All such books and records shall be immediately returned to Employer by Employee
on any termination of employment, whether or not any dispute exists between
Employer and Employee at, regarding, and/or following the termination of
employment.
ARTICLE
5. GENERAL PROVISIONS
Notices
Section
5.01. Any notices to be given by either party to the other may be effected
either by personal delivery in writing or by mail, registered and certified,
postage prepaid with return receipt requested. Mailed notices shall be addressed
to the parties at their last known addresses as appearing on the books of
Employer.
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Entire
Agreement
Section
5.02. This agreement supersedes any and all other agreements, either oral or
written, between the parties with respect to the employment of the Employee by
the Employer for the purposes set forth in Section 2.01 above, and contains all
of the covenants and agreements between the parties with respect to such
employment whatsoever. Each party to this agreement acknowledges that no
representations, inducements, promises or agreements, orally or otherwise, have
been made by any party, or anyone acting on behalf of any party, which is not
embodied herein, and that no other agreement, statement, or promise not
contained in this agreement shall be valid or binding. Any modification of this
agreement will be effective only if it is in writing signed by the party to be
charged.
Partial
Invalidity
Section
5.03. If any provision in this agreement is held by a court of competent
jurisdiction to be invalid, void, or unenforceable, the remaining provisions
shall nevertheless continue in full force and effect without being impaired or
invalidated in any manner.
Law
Governing Agreement
Section
5.04. This agreement shall be governed by and construed in accordance with the
laws of the State of Nevada.
Attorney's
Fees and Costs
Section
5.05. In the event that any legal action is necessary or brought in any court or
arbitration proceeding to enforce or interpret the terms of this agreement, each
party shall bear their own costs and attorney's fees.
This
agreement is dated effective January 10, 2011.
Deyu
Agriculture Corp:
/s/
Xxxxxxxx Xxx
by:
Xxxxxxxx Xxx, CEO
Employee:
/s/
Xxxxxxx Xxx
Xxxxxxx
Xxx, the Employee
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