EMPLOYMENT AGREEMENT
Exhibit 10.2
THIS
EMPLOYMENT AGREEMENT is made as of this 5th day of November, 2010, by and
between China Premium Lifestyle Enterprise, Inc., a Nevada corporation (the
"Company") and Xxxxxxx Xxxxxxxx, 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, 2010, and
terminating on November 5, 2011 (the "Term"), unless sooner terminated as
provided herein.
2. Duties. The
Executive shall serve as the Chief Operating Officer 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$84,048 per year (the
"Salary"). The Salary shall be subject to annual review and
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 (or his authorized representative(s)) 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.
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):
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If
to the Executive, to:
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Xx.
Xxxxxxx Xxxxxxxx
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c/o
Wo Kee Hong Group
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10/F.,
Block A, Wo Kee Hong Building,
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585-609
Castle Peak Road,
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Xxxx
Xxxxx, N.T., Hong Kong.
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If
to the Company, to:
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000
Xxxxx Xxxxxxx Xxxxxxxxx,
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Xxxxx
000, Xxx Xxxxx, Xxxxxx 00000,
XXX.
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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 XXXXXXXX
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CHINA
PREMIUM LIFESTYLE ENTERPRISE, INC., a Nevada
corporation
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/s/
Xxxxxxx Xxxxxxxx
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By:
/s/ Xxxxxxx Man Xxx Xxx
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Xxxxxxx
Xxxxxxxx
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Name:
Xxxxxxx Man Xxx Xxx
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Dated:
November 5, 2010
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Title: Chief
Executive Officer
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Dated:
November 5, 2010
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