EMPLOYMENT CONTRACT
Exhibit 10.1
BETWEEN: Wuhan Fengze Agricultural Science and Technology Development Co., Ltd., a company legally incorporated under the laws of People’s Republic of China, (Mailing address: Suite F, 23rd Floor, Building B, Jiangjing Mansion, 228 Yanjiang Ave., Jiang’an District, Wuhan City, Hubei Province) acting and represented herein by Xx. Xxxxxxx Xx, chairwoman of the board, declaring duly authorized, (Hereinafter referred to "Fengze")
AND: Xx. Xxxxx Xxxxx, residing at Xxxx 000, Xxxx 0#, 207 Baibuyating, Baibuting Garden Road, Jiang’an District, Wuhan City, Hubei Province (hereinafter referred to "Xx. Xxxxx Xxxxx")
(Fengze and Xx. Xxxxx Xxxxx hereinafter collectively called "Parties")
1. PREAMBLE
The preamble is an integral part of this contract.
WHEREAS FENGZE requires the services of Xx. Xxxxx Xxxxx as Chief Financial Officer (CFO);
WHEREAS, Xx. Xxxxx Xxxxx agreed to provide FENGZE his full-time services as CFO;
WHEREAS the parties wish to confirm their agreement in writing;
WHEREAS the parties have the capacity and quality of exercise all the rights necessary for the conclusion and implementation of the agreement found in this contract;
THEREFORE THE FOREGOING, THE PARTIES AGREE AS FOLLOWS:
2. PURPOSE
2.1 Services
Xx. Xxxxx Xxxxx agrees to assume full-time for FENGZE (minimum of forty (40) hours per week) the role of CFO during the entire duration of the contract;
2.2 Term
This contract is for an initial term of 33 months( From April 06, 2012 to December 31, 2014) renewable for an additional period of 24 months unless either party terminates it in writing at least three (3) months before the expiration of the initial term;
3. CONSIDERATION
3.1 Service Awards
In consideration of the provision of services, FENGZE to pay Xx. Xxxxx Xxxxx, as compensation;
The gross amount of RMB 480,000 ($76,190 US dollars) annually is constituted by a basis compensation of RMB 240,000 ($38,095 US dollars) and a conditional Year-end awards that no more than RMB 240,000 ($38,095 US dollars).
The basis compensation is calculated at the rate of twelve (12) equal monthly installments consecutively of RMB 20,000 ($3,175 US dollars) each, less withholding taxes applicable.
The Year-end award shall only be paid under the condition of 3.3.3
3.2 Expenditure incurred
FENGZE will reimburse Xx.Xxxxx Xxxxx all reasonable expenses incurred in connection with this Agreement, upon presentation of appropriate documentation;
3.3 Terms and conditions of payment
3 .3.1The price payable by FENGZE to Xx.Xxxxx Xxxxx is as follows:
3.3.2 The sum of RMB 20,000 ($3,175 US dollars) shall be paid on the 6th of each month from April 6th, 2012.
3.3.3 The sum of Year-end award shall be paid on the Dec 31, 2012, Dec 31, 2013 and Dec 31, 2014 only under the condition that FENGZE’s annual profit reach or over 50% of its last year’s annual profit. And the data of each FENGZE’s annual profit shall in accordance with audit report issued at the end of corresponding year.
3.3.4 Expenses will be reimbursed on presentation of an expense account on the 24th of each month.
4. SPECIAL PROVISIONS
4.1 Obligations of FENGZE
FENGZE agrees and undertakes to Xx. Xxxxx Xxxxx as follows:
FENGZE to bring Xx. Xxxxx Xxxxx collaboration and will provide information necessary to ensure the full and faithful discharge of services to be rendered;
4.2 Obligation to XX.XXXXX XXXXX
Xx. Xxxxx Xxxxx agrees and undertakes to FENGZE to the following:
The services must be made full time in a professional manner, according to the rules generally accepted by industry.
4.3 Commitment to confidentiality and nondisclosure
Xx. Xxxxx Xxxxx recognizes that certain disclosures to be provided by FENGZE have or may have considerable strategic importance, and therefore represent trade secrets for purposes of this contract. During the term of this Contract and for a period of 36 months following the end of it, Xx. Xxxxx Xxxxx is committed to FENGZE to:
a) keep confidential and not disclose the information;
b) take and implement all appropriate measures to protect the confidentiality of the information;
c) not disclose, transmit, exploit or otherwise use for its own account or for others, elements of information;
4.4 Exclusivity of service provider
During the term of this Contract and for a period of 24 months following the end of it, Xx. Xxxxx Xxxxx is committed to FENGZE not render services to or for direct or indirect competitors of FENGZE.
4.5 Responsibilities
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4.5.1
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Maintain executive responsibility for financial operations, including working capital, capital expenditures, debt levels, taxes, budget, and general accounting.
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4.5.2
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Develop and direct financial plans to the strategic business plan, company growth, and market opportunities and direction.
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4.5.3
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Establish and maintain stable cash flow management policies and procedures, and ensure cash resources are available for daily operations and business and product development.
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4.5.4
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Set-up and/or oversee all financial and operational controls and metrics within the organization.
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4.5.4
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Analyze current and future business operations and plans to determine financial effectiveness.
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4.5.5
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Manage outside lending and equity relationships, as well as relations with investors and shareholders within the investment community.
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4.5.6
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Prepare and file federal, state, third-party, and other financial reports to ensure compliance with GAAP, SEC, and IRS and other taxing entity requirements.
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4.5.7
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Establish the performance goals, allocate resources, and assess policies for employees, through other managers.
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4.6 Relationship between the parties
Neither party may bind the other in any way whatsoever to anyone, except in accordance with the provisions of this contract.
4.7 Representations and Warranties Xx. Xxxxx Xxxxx
Xx. Xxxxx Xxxxx represents and warrants to FENGZE that:
a) he has the capacity required to undertake under this contract, such capacity was not limited by any commitment to another person;
b) he has the expertise and experience required to execute and complete the its obligations under this contract;
c) he will make services efficient and professional manner, according to the rules generally accepted by industry;
4.8 Termination of Contract
Either party may terminate this contract at any time, upon presentation of a 60 days notice given to the other party. Amounts due and options purchases of shares will be delivered when calculated on a pro-rata to the time elapsed since the last payment or the last delivery of stock options.
5. GENERAL PROVISIONS
Unless specific provision to the contrary in this Agreement, the following provisions apply.
5.1 Force Majeure
Neither party can be considered in default under this contract if the performance of its obligations in whole or in part is delayed or prevented by following a force majeure situation. Force majeure is an external event, unforeseeable, irresistible and it absolutely impossible to fulfill an obligation.
5.2 Severability
The possible illegality or invalidity of an article, a paragraph or provision (or part of an article, a paragraph or provision) does not in any way affect the legality of other items, paragraphs or provisions of this contract, nor the rest of this article, this paragraph or provision unless a contrary intention is evident in the text.
5.3 Notices
Any notice to a party is deemed to have been validly given if in writing and sent by registered or certified mail, by bailiff or by courier to such party at the address listed at the beginning of this contract or any other address that the party may indicate a similar notice to another party. A copy of any notice sent by mail must be sent by one mode of delivery mentioned above.
5.4 Titles
The headings used in this contract are only for reference and convenience only. They do not affect the meaning or scope of the provisions they designate.
5.5 No Waiver
The inertia, neglect or delay by any party to exercise any right or remedy under this Agreement shall in no way be construed as a waiver of such right or remedy.
5.6 Rights cumulative and not alternative
All the rights mentioned in this Agreement are cumulative and not alternative. The waiver of a right should not be construed as a waiver of any other right.
5.7 Totality and entire agreement
This contract represents the full and entire agreement between the parties. No statement, representation, promise or condition not contained in this agreement can and should be allowed to contradict, modify or affect in any manner whatsoever the terms thereof.
5.8 Contract Amendment
This contract may be amended only by a writing signed by all parties.
5.9 Gender and Number
All words and terms used in this agreement shall be interpreted as including the masculine and feminine and singular and plural as the context or meaning of this contract.
5.10 Assignable
Neither party may assign or otherwise transfer to any third party or of his rights in this contract without the prior written permission of the other party to that effect.
5.11 Computation of time
In computing any period fixed by the contract:
a) the day that marks the starting point is not counted, but the terminal is;
b) non-juridical days (Saturdays, Sundays and holidays) are counted;
c) when the last day is not legal, the deadline is extended to the next juridical day.
5.12 Currencies
All sums of money under this contract refer to Chinese currency.
5.13 Applicable Laws
This contract is subject to the laws of the People’s Republic of China.
5.14 Election of domicile
The parties agree to elect domicile in the judicial district of Wuhan,China , and chose it as the appropriate district to hear any claim arising from the interpretation, application, performance, the entry into force, validity and effect of this contract.
5.15 Copies
When initialed and signed by all parties, each copy of this contract shall be deemed an original, but these examples do not reflect all one and the same agreement.
5.16 Scope of Contract
This contract binds the parties and their successors, heirs and assigns, respectively.
5.17 Solidarity
If a party consists of two or more persons, they are forced and severally liable to the other party.
5.18 Time is of Essence
If a party must fulfill an obligation under this contract within a specified time, the passage of time will effectively be part of this notice.
6. EFFECTIVE DATE OF CONTRACT
This Agreement shall enter into force April 6th, 2012.
SIGNED BY Two (2) copies,
IN THE CITY OF WUHAN, HUBEI PROVINCE,
DATED: April 6th, 2012.
Wuhan Fengze Agricultural Science and Technology Development Co., Ltd
By: /s/ Xxxxxxx Xx
Xxxxxxx Xx
Xx. Xxxxx Xxxxx
/s/Xxxxx Xxxxx
Xxxxx Xxxxx
