Common use of Executive Acknowledgement Clause in Contracts

Executive Acknowledgement. The Executive acknowledges (i) that he has consulted with or has had the opportunity to consult with independent counsel of his own choice concerning this Agreement and has been advised to do so by the Company, and (ii) that he has read and understands the Agreement, is fully aware of its legal effect, and has entered into it freely based on his own judgment. The Executive hereby agrees that his obligations set forth in Sections 7, 8, and 9 hereof and the definitions of Proprietary Information and Inventions contained therein shall be equally applicable to Proprietary Information and Inventions relating to any work performed by the Executive for the Company prior to the execution of this Agreement. The parties have duly executed this Agreement as of the date first written above. EXECUTIVE: _______________________________ Name: COMPANY: FINCERA INC. By: ______________________________ Name: Jxxxx Sha Title: Director EXHIBIT A TERMINATION CERTIFICATE This is to certify that I have returned all personal property of Fincera Inc. (the "Company") and the Relevant Parties, including, without limitation, all books, manuals, records, models, drawings, reports, notes, contracts, lists, blueprints, and other documents and materials, electronic data recorded or retrieved by any means, Proprietary Information, and equipment furnished to or prepared by me in the course of or incident to my employment with the Company, and that I did not make or distribute any copies of the foregoing. I further certify that I have reviewed the Executive Employment Agreement (the "Agreement") signed by me and that I have complied with and will continue to comply with all of its terms, including, without limitation, (i) the reporting of any Inventions or any improvement, rights, or claims related to the foregoing, conceived or developed by me and covered by the Agreement; (ii) the preservation as confidential of all Proprietary Information pertaining to the Company and the Relevant Parties; (iii) not participating in any business competitive with the business of the Company; (iv) not acting as the legal representative or an executive officer of any other company within and outside the People’s Republic of China, and (v) the reporting of any remuneration paid to me due to any employment or self-employment during the severance period, if any. This certificate in no way limits my responsibilities or the Company's rights under the Agreement. On termination of my employment with the Company, I will be employed by [name of new employer] in the [division name] division and I will be working in connection with the following projects: [generally describe the projects] Date: Print Executive's Name Executive's Signature EXHIBIT C LIST OF PRIOR INVENTIONS AND ORIGINAL WORKS OF AUTHORSHIP Title Date Identifying Number or Brief Description ____________ No inventions or improvements ____________ Additional Sheets Attached Signature of Executive: __________________________ Printed Name of Executive: ____________________________ Date: _________________________

Appears in 1 contract

Samples: Executive Employment Agreement (Fincera Inc.)

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Executive Acknowledgement. The Executive acknowledges (i) that he has consulted with or has had the opportunity to consult with independent counsel of his own choice concerning this Agreement and has been advised to do so by the Company, and (ii) that he has read and understands the Agreement, is fully aware of its legal effect, and has entered into it freely based on his own judgment. The Executive hereby agrees that his obligations set forth in Sections 7, 8, and 9 hereof and the definitions of Proprietary Information and Inventions contained therein shall be equally applicable to Proprietary Information and Inventions relating to any work performed by the Executive for the Company prior to the execution of this Agreement. The parties have duly executed this Agreement as of the date first written above. EXECUTIVE: _______________________________ /s/ Xxxxx Xxxx Name: Xxxxx Xxxx COMPANY: FINCERA INC. AUTOCHINA INTERNATIONAL LIMITED By: ______________________________ /s/ Yong Xxx Xx Name: Jxxxx Sha Yong Xxx Xx Title: Director Chairman and Chief Executive Officer EXHIBIT A TERMINATION CERTIFICATE This is to certify that I have returned all personal property of Fincera Inc. AutoChina International Limited (the "Company") and the Relevant Parties, including, without limitation, all books, manuals, records, models, drawings, reports, notes, contracts, lists, blueprints, and other documents and materials, electronic data recorded or retrieved by any means, Proprietary Information, and equipment furnished to or prepared by me in the course of or incident to my employment with the Company, and that I did not make or distribute any copies of the foregoing. I further certify that I have reviewed the Executive Employment Agreement (the "Agreement") signed by me and that I have complied with and will continue to comply with all of its terms, including, without limitation, (i) the reporting of any Inventions or any improvement, rights, or claims related to the foregoing, conceived or developed by me and covered by the Agreement; (ii) the preservation as confidential of all Proprietary Information pertaining to the Company and the Relevant Parties; (iii) not participating in any business competitive with the business of the Company; (iv) not acting as the legal representative or an executive officer of any other company within and outside the People’s Republic of China, and (v) the reporting of any remuneration paid to me due to any employment or self-employment during the severance period, if any. This certificate in no way limits my responsibilities or the Company's rights under the Agreement. On termination of my employment with the Company, I will be employed by [name of new employer] in the [division name] division and I will be working in connection with the following projects: [generally describe the projects] Date: Print Executive's Name Executive's Signature EXHIBIT C B LIST OF PRIOR INVENTIONS AND ORIGINAL WORKS OF AUTHORSHIP Title Date Identifying Number or Brief Description ______X______ No inventions or improvements ____________ Additional Sheets Attached Signature of Executive: __________________________ /s/ Xxxxx Xxxx Printed Name of Executive: ____________________________ Xxxxx Xxxx Date: _________________________July 16, 2009

Appears in 1 contract

Samples: Executive Employment Agreement (AutoChina International LTD)

Executive Acknowledgement. The Executive acknowledges (i) that he she has consulted with or has had the opportunity to consult with independent counsel of his her own choice concerning this Agreement and has been advised to do so by the Company, and (ii) that he she has read and understands the Agreement, is fully aware of its legal effect, and has entered into it freely based on his her own judgment. The Executive hereby agrees that his her obligations set forth in Sections 7, 8, and 9 hereof and the definitions of Proprietary Information and Inventions contained therein shall be equally applicable to Proprietary Information and Inventions relating to any work performed by the Executive for the Company prior to the execution of this Agreement. The parties have duly executed this Agreement as of the date first written above. EXECUTIVE: _______________________________ /s/ Fang Mu Name: Fang Mu COMPANY: FINCERA INC. Takung Art Co., Ltd By: ______________________________ /s/ Jxxx Mxxx Xxx Name: Jxxxx Sha Jxxx Mxxx Xxx Title: Director Chief Financial Officer EXHIBIT A TERMINATION CERTIFICATE This is to certify that I have returned all personal property of Fincera Inc. Takung Art Co., Ltd. (the "Company") and the Relevant Parties, including, without limitation, all books, manuals, records, models, drawings, reports, notes, contracts, lists, blueprints, and other documents and materials, electronic data recorded or retrieved by any means, Proprietary Information, and equipment furnished to or prepared by me in the course of or incident to my employment with the Company, and that I did not make or distribute any copies of the foregoing. I further certify that I have reviewed the Executive Employment Agreement (the "Agreement") signed by me and that I have complied with and will continue to comply with all of its terms, including, without limitation, (i) the reporting of any Inventions or any improvement, rights, or claims related to the foregoing, conceived or developed by me and covered by the Agreement; (ii) the preservation as confidential of all Proprietary Information pertaining to the Company and the Relevant Parties; (iii) not participating in any business competitive with the business of the Company; (iv) not acting as the legal representative or an executive officer of any other company within and outside the People’s Republic of ChinaHong Kong, and (v) the reporting of any remuneration paid to me due to any employment or self-employment during the severance period, if any. This certificate in no way limits my responsibilities or liabilities to the Company or the Company's rights under the Agreement. On termination of my employment with the Company, I will be employed by [name of new employer] in the [division name] division and I will be working in connection with the following projects: [generally describe the projects] Date: Print Executive's Name Executive's Signature EXHIBIT C B LIST OF PRIOR INVENTIONS AND ORIGINAL WORKS OF AUTHORSHIP Title Date Identifying Number or Brief Description _______X_____ No inventions or improvements ____________ Additional Sheets Attached Signature of Executive: __________________________ /s/ Fang Mu Printed Name of Executive: ____________________________ Fang Mu Date: _________________________August 6, 2019

Appears in 1 contract

Samples: Executive Employment Agreement (Takung Art Co., Ltd.)

Executive Acknowledgement. The Executive acknowledges (i) that he has consulted with or has had the opportunity to consult with independent counsel of his own choice concerning this Agreement and has been advised to do so by the Company, and (ii) that he has read and understands the Agreement, is fully aware of its legal effect, and has entered into it freely based on his own judgment. The Executive hereby agrees that his obligations set forth in Sections 7, 8, and 9 hereof and the definitions of Proprietary Information and Inventions contained therein shall be equally applicable to Proprietary Information and Inventions relating to any work performed by the Executive for the Company prior to the execution of this Agreement. The parties have duly executed this Agreement as of the date first written above. EXECUTIVE: _______________________________ Name: COMPANY: FINCERA INC. AUTOCHINA INTERNATIONAL LIMITED By: ______________________________ Name: Jxxxx Sha Title: Director EXHIBIT A TERMINATION CERTIFICATE This is to certify that I have returned all personal property of Fincera Inc. AutoChina International Limited (the "Company") and the Relevant Parties, including, without limitation, all books, manuals, records, models, drawings, reports, notes, contracts, lists, blueprints, and other documents and materials, electronic data recorded or retrieved by any means, Proprietary Information, and equipment furnished to or prepared by me in the course of or incident to my employment with the Company, and that I did not make or distribute any copies of the foregoing. I further certify that I have reviewed the Executive Employment Agreement (the "Agreement") signed by me and that I have complied with and will continue to comply with all of its terms, including, without limitation, (i) the reporting of any Inventions or any improvement, rights, or claims related to the foregoing, conceived or developed by me and covered by the Agreement; (ii) the preservation as confidential of all Proprietary Information pertaining to the Company and the Relevant Parties; (iii) not participating in any business competitive with the business of the Company; (iv) not acting as the legal representative or an executive officer of any other company within and outside the People’s Republic of China, and (v) the reporting of any remuneration paid to me due to any employment or self-employment during the severance period, if any. This certificate in no way limits my responsibilities or the Company's rights under the Agreement. On termination of my employment with the Company, I will be employed by [name of new employer] in the [division name] division and I will be working in connection with the following projects: [generally describe the projects] Date: Print Executive's Name Executive's Signature EXHIBIT C LIST OF PRIOR INVENTIONS AND ORIGINAL WORKS OF AUTHORSHIP Title Date Identifying Number or Brief Description ____________ No inventions or improvements ____________ Additional Sheets Attached Signature of Executive: __________________________ Printed Name of Executive: ____________________________ Date: _________________________:

Appears in 1 contract

Samples: Executive Employment Agreement (Fincera Inc.)

Executive Acknowledgement. The Executive acknowledges (i) that he she has consulted with or has had the opportunity to consult with independent counsel of his her own choice concerning this Agreement and has been advised to do so by the Company, and (ii) that he she has read and understands the Agreement, is fully aware of its legal effect, and has entered into it freely based on his her own judgment. The Executive hereby agrees that his her obligations set forth in Sections 7, 8, and 9 hereof and the definitions of Proprietary Information and Inventions contained therein shall be equally applicable to Proprietary Information and Inventions relating to any work performed by the Executive for the Company prior to the execution of this Agreement. The parties have duly executed this Agreement as of the date first written above. EXECUTIVE: _______________________________ /s/ Zxxxxx Xxxx Name: Zxxxxx Xxxx COMPANY: FINCERA INC. Takung Art Co., Ltd By: ______________________________ /s/ Jxxxx Xxxx Name: Jxxxx Sha Xxxx Title: Director Chief Financial Officer EXHIBIT A TERMINATION CERTIFICATE This is to certify that I have returned all personal property of Fincera Inc. Takung Art Co., Ltd. (the "Company") and the Relevant Parties, including, without limitation, all books, manuals, records, models, drawings, reports, notes, contracts, lists, blueprints, and other documents and materials, electronic data recorded or retrieved by any means, Proprietary Information, and equipment furnished to or prepared by me in the course of or incident to my employment with the Company, and that I did not make or distribute any copies of the foregoing. I further certify that I have reviewed the Executive Employment Agreement (the "Agreement") signed by me and that I have complied with and will continue to comply with all of its terms, including, without limitation, (i) the reporting of any Inventions or any improvement, rights, or claims related to the foregoing, conceived or developed by me and covered by the Agreement; (ii) the preservation as confidential of all Proprietary Information pertaining to the Company and the Relevant Parties; (iii) not participating in any business competitive with the business of the Company; (iv) not acting as the legal representative or an executive officer of any other company within and outside the People’s Republic of ChinaHong Kong, and (v) the reporting of any remuneration paid to me due to any employment or self-employment during the severance period, if any. This certificate in no way limits my responsibilities or liabilities to the Company or the Company's rights under the Agreement. On termination of my employment with the Company, I will be employed by [name of new employer] in the [division name] division and I will be working in connection with the following projects: [generally describe the projects] Date: Print Executive's Name Executive's Signature EXHIBIT C B LIST OF PRIOR INVENTIONS AND ORIGINAL WORKS OF AUTHORSHIP Title Date Identifying Number or Brief Description ______X______ No inventions or improvements ____________ Additional Sheets Attached Signature of Executive: __________________________ /s/ Printed Name of Executive: ____________________________ Zxxxxx Xxxx Date: _________________________September , 2020

Appears in 1 contract

Samples: Executive Employment Agreement (Takung Art Co., Ltd.)

Executive Acknowledgement. The EXECUTIVE ACKNOWLEDGES THAT HE HAS HAD THE OPPORTUNITY TO CONSULT LEGAL COUNSEL CONCERNING THIS AGREEMENT, THAT HE HAS READ AND UNDERSTANDS THE AGREEMENT, THAT HE IS FULLY AWARE OF ITS LEGAL EFFECT, AND THAT HE HAS ENTERED INTO IT FREELY BASED ON HIS OWN JUDGMENT AND NOT ON ANY REPRESENTATIONS OR PROMISES OTHER THAN THOSE CONTAINED IN THIS AGREEMENT. ACCEPTED AND AGREED: WAFERGEN BIOSYSTEMS, INC. Signature: /s/ Xxxx Xxxxxxxxxxx Title: Chief Executive acknowledges Officer and President Date: XXXXX XXXXXX Signature: /s/ Xxxxx Xxxxxx Title: Date: EXHIBIT A General Release of Claims Xxxxx Xxxxxx (i“Executive”) that he has consulted with or has had and WaferGen Biosystems, Inc. (the opportunity “Company”) have agreed to consult with independent counsel enter into this General Release of his own choice concerning this Agreement and has been advised to do so by Claims (“Release”) on the Company, and (ii) that he has read and understands following terms: In exchange for the Agreement, is fully aware of its legal effect, and has entered into it freely based on his own judgment. The Executive hereby agrees that his obligations severance benefits set forth in Sections 7, 8, and 9 hereof and the definitions of Proprietary Information and Inventions contained therein shall be equally applicable to Proprietary Information and Inventions relating to any work performed by the Executive for Employment Agreement between the Company prior to the execution of this Agreement. The parties have duly executed this Agreement as of the date first written above. EXECUTIVE: _______________________dated ________ Name: COMPANY: FINCERA INC. By: ______________________________ Name: Jxxxx Sha Title: Director EXHIBIT A TERMINATION CERTIFICATE This is to certify that I have returned all personal property of Fincera Inc. (the "Company") and the Relevant Parties“Agreement”), including, without limitation, all books, manuals, records, models, drawings, reports, notes, contracts, lists, blueprints, and other documents and materials, electronic data recorded or retrieved by any means, Proprietary Information, and equipment furnished to or prepared by me in the course of or incident to my employment with Executive hereby completely releases the Company, its affiliated, related, parent or subsidiary corporations, and its and their present and former directors, officers, and employees (the “Released Parties”) from all claims of any kind, known and unknown, which Executive may now have or have ever had against any of them, or arising out of Executive’s relationship with any of them, including all claims arising from Executive’s employment or the termination of Executive’s employment, whether based on contract, tort, statute, local ordinance, regulation or any comparable law in any jurisdiction (“Released Claims”). By way of example and not in limitation, the Released Claims shall include any claims arising under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Worker Adjustment and Retraining Notification Act, the Age Discrimination in Employment Act, and the California Fair Employment and Housing Act, or any other comparable state or local law, as well as any claims asserting wrongful termination, breach of contract, breach of the covenant of good faith and fair dealing, negligent or intentional misrepresentation, and defamation and any claims for attorneys’ fees. The parties intend for this release to be enforced to the fullest extent permitted by law. Executive understands that he is not waiving any right or claim that cannot be waived as a matter of law, such as workers’ compensation or unemployment insurance benefits. Executive further agrees that because this Release specifically covers known and unknown claims, Executive waives any rights under Section 1542 of the California Civil Code or under any other comparable law of another jurisdiction that limits a general release to claims that are known to exist at the date of this release. Section 1542 of the California Civil Code states as follows: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” Executive agrees not to file or initiate any lawsuit concerning the Released Claims. Executive understand that this paragraph does not prevent him from filing a charge with or participating in an investigation by a governmental administrative agency; provided, however, that Executive hereby waives any right to receive any monetary award resulting from such a charge or investigation. Executive acknowledge that the release of claims under the Age Discrimination in Employment Act (“ADEA”) is subject to special waiver protection. Therefore, Executive acknowledges the following: (a) he has had 21 days to consider this Release (but may sign it at any time beforehand if he wishes); (b) he can consult an attorney in doing so; (c) he can revoke this Release within seven (7) days of signing it by sending a certified letter to that effect to [name and address]; and that I did (d) this Release shall not make become effective or distribute enforceable and no severance benefits shall be provided until the 7-day revocation period has expired. The parties agree that this Release and the Agreement contain all of their agreements and understandings with respect to their subject matter, and may not be contradicted by evidence of any copies prior or contemporaneous agreement, except to the extent that the provisions of any such agreement have been expressly referred to in this Release or the Agreement as having continued effect. It is agreed that this Release shall be governed by the laws of the foregoingState of California. I further certify If any provision of this Release or its application to any person, place, or circumstance is held by a court of competent jurisdiction to be invalid, unenforceable, or void, the remainder of this Release and such provision as applied to other person, places, and circumstances will remain in full force and effect. Xxxxx Xxxxxx [Name of Company Signatory] WaferGen Biosystems, Inc. Date: Date: ANNEX A SECTION 409A ADDENDUM Notwithstanding anything to the contrary in the Agreement, no severance pay or benefits to be paid or provided to Executive, if any, pursuant to the Agreement that, when considered together with any other severance payments or separation benefits, are considered deferred compensation under Section 409A of the Internal Revenue Code of 1986, as amended, and the final regulations and any guidance promulgated thereunder (“Section 409A”) (together, the “Deferred Payments”) will be paid or otherwise provided until Executive has had a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to Executive, if any, that I otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Executive has had a “separation from service” within the meaning of Section 409A. Each payment and benefit payable under the Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. Any severance payments or benefits under the Agreement that would be considered Deferred Payments will be paid or will commence on the sixtieth (60th) day following Executive’s separation from service, or, if later, such time as required by the next paragraph. Notwithstanding anything to the contrary in the Agreement, if Executive is a “specified employee” within the meaning of Section 409A at the time of Executive’s termination (other than due to death), then, to the extent required by Section 409A, the Deferred Payments that would otherwise have reviewed been payable within the first six (6) months following Executive’s separation from service, will be paid on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of Executive’s separation from service, but in no event later than seven months after the date of such separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Executive Employment dies following Executive’s separation from service, but prior to the six (6) month anniversary of the separation from service, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Executive’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Any amount paid under the Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments. Each installment payment provided under the Agreement shall be treated as a separate identified payment for purposes of Section 409A. Any amount paid under the Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit (as defined below) will not constitute Deferred Payments. For this purpose, the "Agreement"“Section 409A Limit” will mean two (2) signed by me and that I have complied with and will continue to comply with all of its terms, including, without limitation, times the lesser of: (i) Executive’s annualized compensation based upon the reporting annual rate of pay paid to him during Executive’s taxable year preceding his taxable year of his separation from service as determined under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1) and any Inventions Internal Revenue Service guidance issued with respect thereto; or any improvement, rights, or claims related to the foregoing, conceived or developed by me and covered by the Agreement; (ii) the preservation as confidential maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of all Proprietary Information pertaining the Internal Revenue Code for the year in which Executive’s separation from service occurred. The foregoing provisions are intended to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. The Company and Executive agree to work together in good faith to consider amendments to the Relevant Parties; Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Executive under Section 409A. All reimbursements under the Agreement, including but not limited to under Sections IC, IIE and IIH, will be paid in accordance with Section 409A, including, where applicable, the requirement that (iiia) any reimbursement is for expenses incurred during Executive’s lifetime (or during a shorter period of time specified in the Agreement), (b) any such reimbursements or in-kind benefits be made or provided no later than the last day of the calendar year following the calendar year in which the expense was incurred, (c) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not participating affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any business competitive with the business of the Company; (iv) not acting as the legal representative or an executive officer of any other company within and outside the People’s Republic of Chinacalendar year, and (vd) the reporting right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. If a Change of any remuneration paid to me due Control (as defined in the Agreement) constitutes a payment event with respect to any employment or self-employment during the severance period, if any. This certificate in no way limits my responsibilities or the Company's rights payment under the Agreement. On termination Agreement which provides for the deferral of my employment compensation and is subject to Section 409A, the Change of Control with the Company, I will be employed by [name of new employer] respect to such payment must also constitute a “change in the [division name] division and I will be working control event,” as defined in connection with the following projects: [generally describe the projects] Date: Print Executive's Name Executive's Signature EXHIBIT C LIST OF PRIOR INVENTIONS AND ORIGINAL WORKS OF AUTHORSHIP Title Date Identifying Number or Brief Description ____________ No inventions or improvements ____________ Additional Sheets Attached Signature of Executive: __________________________ Printed Name of Executive: ____________________________ Date: _________________________Treasury Regulation section 1.409A-3(i)(5).

Appears in 1 contract

Samples: Executive Employment Agreement (WaferGen Bio-Systems, Inc.)

Executive Acknowledgement. The Executive acknowledges (i) that he she has consulted with or has had the opportunity to consult with independent counsel of his her own choice concerning this Agreement and has been advised to do so by the Company, and (ii) that he she has read and understands the Agreement, is fully aware of its legal effect, and has entered into it freely based on his her own judgment. The Executive hereby agrees that his her obligations set forth in Sections 7, 8, and 9 hereof and the definitions of Proprietary Information and Inventions contained therein shall be equally applicable to Proprietary Information and Inventions relating to any work performed by the Executive for the Company prior to the execution of this Agreement. The parties have duly executed this Agreement as of the date first written above. EXECUTIVE: _______________________________ /s/ Jxxx Xxxx Name: Jxxx Xxxx COMPANY: FINCERA INC. Takung Art Co., Ltd By: ______________________________ /s/ Fang Mu Name: Jxxxx Sha Fang Mu Title: Director Chief Executive Officer EXHIBIT A TERMINATION CERTIFICATE This is to certify that I have returned all personal property of Fincera Inc. Takung Art Co., Ltd. (the "Company") and the Relevant Parties, including, without limitation, all books, manuals, records, models, drawings, reports, notes, contracts, lists, blueprints, and other documents and materials, electronic data recorded or retrieved by any means, Proprietary Information, and equipment furnished to or prepared by me in the course of or incident to my employment with the Company, and that I did not make or distribute any copies of the foregoing. I further certify that I have reviewed the Executive Employment Agreement (the "Agreement") signed by me and that I have complied with and will continue to comply with all of its terms, including, without limitation, (i) the reporting of any Inventions or any improvement, rights, or claims related to the foregoing, conceived or developed by me and covered by the Agreement; (ii) the preservation as confidential of all Proprietary Information pertaining to the Company and the Relevant Parties; (iii) not participating in any business competitive with the business of the Company; (iv) not acting as the legal representative or an executive officer of any other company within and outside the People’s Republic of ChinaHong Kong, and (v) the reporting of any remuneration paid to me due to any employment or self-employment during the severance period, if any. This certificate in no way limits my responsibilities or liabilities to the Company or the Company's rights under the Agreement. On termination of my employment with the Company, I will be employed by [name of new employer] in the [division name] division and I will be working in connection with the following projects: [generally describe the projects] Date: Print Executive's Name Executive's Signature EXHIBIT C B LIST OF PRIOR INVENTIONS AND ORIGINAL WORKS OF AUTHORSHIP Title Date Identifying Number or Brief Description _______X_____ No inventions or improvements ____________ Additional Sheets Attached Signature of Executive: __________________________ /s/ Printed Name of Executive: ____________________________ Jxxx Xxxx Date: _________________________May , 2020

Appears in 1 contract

Samples: Executive Employment Agreement (Takung Art Co., Ltd.)

Executive Acknowledgement. The Executive acknowledges (i) that he has consulted with or has had the opportunity to consult with independent counsel of his own choice concerning this Agreement and has been advised to do so by the Company, and (ii) that he has read and understands the Agreement, is fully aware of its legal effect, and has entered into it freely based on his own judgment. The Executive hereby agrees that his obligations set forth in Sections 7, 8, and 9 hereof and the definitions of Proprietary Information and Inventions contained therein shall be equally applicable to Proprietary Information and Inventions relating to any work performed by the Executive for the Company prior to the execution of this Agreement. The parties have duly executed this Agreement as of the date first written above. EXECUTIVE: _____________________________________ Name: COMPANY: FINCERA INC. By: ______________________________ Name: Jxxxx Sha Title: Director EXHIBIT A TERMINATION CERTIFICATE This is to certify that I have returned all personal property of Fincera Inc. (the "Company") and the Relevant Parties, including, without limitation, all books, manuals, records, models, drawings, reports, notes, contracts, lists, blueprints, and other documents and materials, electronic data recorded or retrieved by any means, Proprietary Information, and equipment furnished to or prepared by me in the course of or incident to my employment with the Company, and that I did not make or distribute any copies of the foregoing. I further certify that I have reviewed the Executive Employment Agreement (the "Agreement") signed by me and that I have complied with and will continue to comply with all of its terms, including, without limitation, (i) the reporting of any Inventions or any improvement, rights, or claims related to the foregoing, conceived or developed by me and covered by the Agreement; (ii) the preservation as confidential of all Proprietary Information pertaining to the Company and the Relevant Parties; (iii) not participating in any business competitive with the business of the Company; (iv) not acting as the legal representative or an executive officer of any other company within and outside the People’s Republic of China, and (v) the reporting of any remuneration paid to me due to any employment or self-employment during the severance period, if any. This certificate in no way limits my responsibilities or the Company's rights under the Agreement. On termination of my employment with the Company, I will be employed by [name of new employer] in the [division name] division and I will be working in connection with the following projects: [generally describe the projects] Date: Print Executive's Name Executive's Signature EXHIBIT C LIST OF PRIOR INVENTIONS AND ORIGINAL WORKS OF AUTHORSHIP Title Date Identifying Number or Brief Description ____________ No inventions or improvements ____________ Additional Sheets Attached Signature of Executive: __________________________ Printed Name of Executive: ____________________________ Date: _________________________

Appears in 1 contract

Samples: Executive Employment Agreement (Fincera Inc.)

Executive Acknowledgement. The Executive acknowledges (i) that he has consulted with or has had the opportunity to consult with independent counsel of his own choice concerning this Agreement and has been advised to do so by the Company, and (ii) that he has read and understands the Agreement, is fully aware of its legal effect, and has entered into it freely based on his own judgment. The Executive hereby agrees that his obligations set forth in Sections 7, 8, and 9 hereof and the definitions of Proprietary Information and Inventions contained therein shall be equally applicable to Proprietary Information and Inventions relating to any work performed by the Executive for the Company prior to the execution of this Agreement. The parties have duly executed this Agreement as of the date first written above. EXECUTIVE: ____________________________________ Name: COMPANY: FINCERA INC. By: :_________________________________ Name: Jxxxx Sha Title: Director EXHIBIT A TERMINATION CERTIFICATE This is to certify that I have returned all personal property of Fincera Inc. (the "Company") and the Relevant Parties, including, without limitation, all books, manuals, records, models, drawings, reports, notes, contracts, lists, blueprints, and other documents and materials, electronic data recorded or retrieved by any means, Proprietary Information, and equipment furnished to or prepared by me in the course of or incident to my employment with the Company, and that I did not make or distribute any copies of the foregoing. I further certify that I have reviewed the Executive Employment Agreement (the "Agreement") signed by me and that I have complied with and will continue to comply with all of its terms, including, without limitation, (i) the reporting of any Inventions or any improvement, rights, or claims related to the foregoing, conceived or developed by me and covered by the Agreement; (ii) the preservation as confidential of all Proprietary Information pertaining to the Company and the Relevant Parties; (iii) not participating in any business competitive with the business of the Company; (iv) not acting as the legal representative or an executive officer of any other company within and outside the People’s Republic of China, and (v) the reporting of any remuneration paid to me due to any employment or self-employment during the severance period, if any. This certificate in no way limits my responsibilities or the Company's rights under the Agreement. On termination of my employment with the Company, I will be employed by [name of new employer] in the [division name] division and I will be working in connection with the following projects: [generally describe the projects] Date: Print Executive's Name Executive's Signature EXHIBIT C LIST OF PRIOR INVENTIONS AND ORIGINAL WORKS OF AUTHORSHIP Title Date Identifying Number or Brief Description ____________ No inventions or improvements ____________ Additional Sheets Attached Signature of Executive: __________________________ Printed Name of Executive: ____________________________ Date: _________________________

Appears in 1 contract

Samples: Executive Employment Agreement (Fincera Inc.)

Executive Acknowledgement. The Executive acknowledges (i) that he she has consulted with or has had the opportunity to consult with independent counsel of his her own choice concerning this Agreement and has been advised to do so by the Company, and (ii) that he she has read and understands the Agreement, is fully aware of its legal effect, and has entered into it freely based on his her own judgment. The Executive hereby agrees that his her obligations set forth in Sections 7, 8, and 9 hereof and the definitions of Proprietary Information and Inventions contained therein shall be equally applicable to Proprietary Information and Inventions relating to any work performed by the Executive for the Company prior to the execution of this Agreement. The parties have duly executed this Agreement as of the date first written above. EXECUTIVE: _______________________________ /s/ Wing Xxx Xxxxx Name: Wing Xxx Xxxxx COMPANY: FINCERA INC. Takung Art Co., Ltd By: ______________________________ /s/ Xxxx Xxxxx Li Name: Jxxxx Sha Xxxx Xxxxx Li Title: Director Chief Executive Officer EXHIBIT A TERMINATION CERTIFICATE This is to certify that I have returned all personal property of Fincera Inc. Takung Art Co., Ltd. (the "Company") and the Relevant Parties, including, without limitation, all books, manuals, records, models, drawings, reports, notes, contracts, lists, blueprints, and other documents and materials, electronic data recorded or retrieved by any means, Proprietary Information, and equipment furnished to or prepared by me in the course of or incident to my employment with the Company, and that I did not make or distribute any copies of the foregoing. I further certify that I have reviewed the Executive Employment Agreement (the "Agreement") signed by me and that I have complied with and will continue to comply with all of its terms, including, without limitation, (i) the reporting of any Inventions or any improvement, rights, or claims related to the foregoing, conceived or developed by me and covered by the Agreement; (ii) the preservation as confidential of all Proprietary Information pertaining to the Company and the Relevant Parties; (iii) not participating in any business competitive with the business of the Company; (iv) not acting as the legal representative or an executive officer of any other company within and outside the People’s Republic of ChinaHong Kong, and (v) the reporting of any remuneration paid to me due to any employment or self-employment during the severance period, if any. This certificate in no way limits my responsibilities or liabilities to the Company or the Company's rights under the Agreement. On termination of my employment with the Company, I will be employed by [name of new employer] in the [division name] division and I will be working in connection with the following projects: [generally describe the projects] Date: Print Executive's Name Executive's Signature EXHIBIT C B LIST OF PRIOR INVENTIONS AND ORIGINAL WORKS OF AUTHORSHIP Title Date Identifying Number or Brief Description ____________ X No inventions or improvements ____________ Additional Sheets Attached Signature of Executive: __________________________ /s/ Printed Name of Executive: ____________________________ Wing Xxx Xxxxx Date: _________________________September 30, 2021

Appears in 1 contract

Samples: Executive Employment Agreement (Takung Art Co., LTD)

Executive Acknowledgement. The Executive acknowledges (i) that he she has consulted with or has had the opportunity to consult with independent counsel of his own choice concerning this Agreement and has been advised to do so by the Company, and (ii) that he she has read and understands the Agreement, is fully aware of its legal effect, and has entered into it freely based on his own judgment. The Executive hereby agrees that his obligations set forth in Sections 7, 8, and 9 hereof and the definitions of Proprietary Information and Inventions contained therein shall be equally applicable to Proprietary Information and Inventions relating to any work performed by the Executive for the Company prior to the execution of this Agreement. The parties have duly executed this Agreement as of the date first written above. EXECUTIVE: _______________________________ /s/ Xxxxxxxxx Xxxx Name: Xxxxxxxxx Xxxx COMPANY: FINCERA INC. Takung Art Co., Ltd By: ______________________________ /s/ Xxxx Xxxxx Li Name: Jxxxx Sha Xxxx Xxxxx Li Title: Director Chief Executive Officer EXHIBIT A TERMINATION CERTIFICATE This is to certify that I have returned all personal property of Fincera Inc. Takung Art Co., Ltd. (the "Company") and the Relevant Parties, including, without limitation, all books, manuals, records, models, drawings, reports, notes, contracts, lists, blueprints, and other documents and materials, electronic data recorded or retrieved by any means, Proprietary Information, and equipment furnished to or prepared by me in the course of or incident to my employment with the Company, and that I did not make or distribute any copies of the foregoing. I further certify that I have reviewed the Executive Employment Agreement (the "Agreement") signed by me and that I have complied with and will continue to comply with all of its terms, including, without limitation, (i) the reporting of any Inventions or any improvement, rights, or claims related to the foregoing, conceived or developed by me and covered by the Agreement; (ii) the preservation as confidential of all Proprietary Information pertaining to the Company and the Relevant Parties; (iii) not participating in any business competitive with the business of the Company; (iv) not acting as the legal representative or an executive officer of any other company within and outside the People’s Republic of ChinaHong Kong, and (v) the reporting of any remuneration paid to me due to any employment or self-employment during the severance period, if any. This certificate in no way limits my responsibilities or liabilities to the Company or the Company's rights under the Agreement. On termination of my employment with the Company, I will be employed by [name of new employer] in the [division name] division and I will be working in connection with the following projects: [generally describe the projects] Date: Print Executive's Name Executive's Signature EXHIBIT C B LIST OF PRIOR INVENTIONS AND ORIGINAL WORKS OF AUTHORSHIP Title Date Identifying Number or Brief Description ____________ X No inventions or improvements ____________ Additional Sheets Attached Signature of Executive: __________________________ /s/ Printed Name of Executive: ____________________________ Xxxxxxxxx Xxxx Date: _________________________December [ ], 2021

Appears in 1 contract

Samples: Executive Employment Agreement (Takung Art Co., LTD)

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Executive Acknowledgement. The Executive acknowledges (i) that he she has consulted with or has had the opportunity to consult with independent counsel of his her own choice concerning this Agreement and has been advised to do so by the Company, and (ii) that he she has read and understands the Agreement, is fully aware of its legal effect, and has entered into it freely based on his her own judgment. The Executive hereby agrees that his her obligations set forth in Sections 7, 8, and 9 hereof and the definitions of Proprietary Information and Inventions contained therein shall be equally applicable to Proprietary Information and Inventions relating to any work performed by the Executive for the Company prior to the execution of this Agreement. The parties have duly executed this Agreement as of the date first written above. EXECUTIVE: _______________________________ /s/ Xxxxxxx Xx Name: Xxxxxxx Xx COMPANY: FINCERA INC. Takung Art Co., Ltd By: ______________________________ /s/ Xxxx Xxxxx Li Name: Jxxxx Sha Xxxx Xxxxx Li Title: Director Chief Executive Officer EXHIBIT A TERMINATION CERTIFICATE This is to certify that I have returned all personal property of Fincera Inc. Takung Art Co., Ltd. (the "Company") and the Relevant Parties, including, without limitation, all books, manuals, records, models, drawings, reports, notes, contracts, lists, blueprints, and other documents and materials, electronic data recorded or retrieved by any means, Proprietary Information, and equipment furnished to or prepared by me in the course of or incident to my employment with the Company, and that I did not make or distribute any copies of the foregoing. I further certify that I have reviewed the Executive Employment Agreement (the "Agreement") signed by me and that I have complied with and will continue to comply with all of its terms, including, without limitation, (i) the reporting of any Inventions or any improvement, rights, or claims related to the foregoing, conceived or developed by me and covered by the Agreement; (ii) the preservation as confidential of all Proprietary Information pertaining to the Company and the Relevant Parties; (iii) not participating in any business competitive with the business of the Company; (iv) not acting as the legal representative or an executive officer of any other company within and outside the People’s Republic of ChinaHong Kong, and (v) the reporting of any remuneration paid to me due to any employment or self-employment during the severance period, if any. This certificate in no way limits my responsibilities or liabilities to the Company or the Company's rights under the Agreement. On termination of my employment with the Company, I will be employed by [name of new employer] in the [division name] division and I will be working in connection with the following projects: [generally describe the projects] Date: Print Executive's Name Executive's Signature EXHIBIT C B LIST OF PRIOR INVENTIONS AND ORIGINAL WORKS OF AUTHORSHIP Title Date Identifying Number or Brief Description ____________ X No inventions or improvements ____________ Additional Sheets Attached Signature of Executive: __________________________ /s/ Printed Name of Executive: ____________________________ Xxxxxxx Xx Date: _________________________December 3, 2021

Appears in 1 contract

Samples: Executive Employment Agreement (Takung Art Co., LTD)

Executive Acknowledgement. The Executive acknowledges (i) that he she has consulted with or has had the opportunity to consult with independent counsel of his her own choice concerning this Agreement and has been advised to do so by the Company, and (ii) that he she has read and understands the Agreement, is fully aware of its legal effect, and has entered into it freely based on his her own judgment. The Executive hereby agrees that his her obligations set forth in Sections 7, 8, and 9 hereof and the definitions of Proprietary Information and Inventions contained therein shall be equally applicable to Proprietary Information and Inventions relating to any work performed by the Executive for the Company prior to the execution of this Agreement. The parties have duly executed this Agreement as of the date first written above. EXECUTIVE: _______________________________ /s/ Cxxx Xxx Ng Name: Cxxx Xxx Ng COMPANY: FINCERA INC. Takung Art Co., Ltd By: ______________________________ /s/ Sxx Xxxx Name: Jxxxx Sha Sxx Xxxx Title: Director Vice President EXHIBIT A TERMINATION CERTIFICATE This is to certify that I have returned all personal property of Fincera Inc. Takung Art Co., Ltd. (the "Company") and the Relevant Parties, including, without limitation, all books, manuals, records, models, drawings, reports, notes, contracts, lists, blueprints, and other documents and materials, electronic data recorded or retrieved by any means, Proprietary Information, and equipment furnished to or prepared by me in the course of or incident to my employment with the Company, and that I did not make or distribute any copies of the foregoing. I further certify that I have reviewed the Executive Employment Agreement (the "Agreement") signed by me and that I have complied with and will continue to comply with all of its terms, including, without limitation, (i) the reporting of any Inventions or any improvement, rights, or claims related to the foregoing, conceived or developed by me and covered by the Agreement; (ii) the preservation as confidential of all Proprietary Information pertaining to the Company and the Relevant Parties; (iii) not participating in any business competitive with the business of the Company; (iv) not acting as the legal representative or an executive officer of any other company within and outside the People’s Republic of ChinaHong Kong, and (v) the reporting of any remuneration paid to me due to any employment or self-employment during the severance period, if any. This certificate in no way limits my responsibilities or liabilities to the Company or the Company's rights under the Agreement. On termination of my employment with the Company, I will be employed by [name of new employer] in the [division name] division and I will be working in connection with the following projects: [generally describe the projects] Date: Print Executive's Name Executive's Signature EXHIBIT C B LIST OF PRIOR INVENTIONS AND ORIGINAL WORKS OF AUTHORSHIP Title Date Identifying Number or Brief Description ______X______ No inventions or improvements ____________ Additional Sheets Attached Signature of Executive: __________________________ /s/ Printed Name of Executive: ____________________________ Cxxx Xxx Ng Date: _________________________June , 2021

Appears in 1 contract

Samples: Executive Employment Agreement (Takung Art Co., Ltd.)

Executive Acknowledgement. The Executive acknowledges (i) that he has consulted with or has had the opportunity to consult with independent counsel of his own choice concerning this Agreement and has been advised to do so by the Company, and (ii) that he has read and understands the Agreement, is fully aware of its legal effect, and has entered into it freely based on his own judgment. The Executive hereby agrees that his obligations set forth in Sections 7, 8, and 9 hereof and the definitions of Proprietary Information and Inventions contained therein shall be equally applicable to Proprietary Information and Inventions relating to any work performed by the Executive for the Company prior to the execution of this Agreement. The parties have duly executed this Agreement as of the date first written above. EXECUTIVE: ______________________________________ Name: COMPANY: FINCERA INC. By: :______________________________________ Name: Jxxxx Sha Title: Director EXHIBIT A TERMINATION CERTIFICATE This is to certify that I have returned all personal property of Fincera Inc. (the "Company") and the Relevant Parties, including, without limitation, all books, manuals, records, models, drawings, reports, notes, contracts, lists, blueprints, and other documents and materials, electronic data recorded or retrieved by any means, Proprietary Information, and equipment furnished to or prepared by me in the course of or incident to my employment with the Company, and that I did not make or distribute any copies of the foregoing. I further certify that I have reviewed the Executive Employment Agreement (the "Agreement") signed by me and that I have complied with and will continue to comply with all of its terms, including, without limitation, (i) the reporting of any Inventions or any improvement, rights, or claims related to the foregoing, conceived or developed by me and covered by the Agreement; (ii) the preservation as confidential of all Proprietary Information pertaining to the Company and the Relevant Parties; (iii) not participating in any business competitive with the business of the Company; (iv) not acting as the legal representative or an executive officer of any other company within and outside the People’s Republic of China, and (v) the reporting of any remuneration paid to me due to any employment or self-employment during the severance period, if any. This certificate in no way limits my responsibilities or the Company's rights under the Agreement. On termination of my employment with the Company, I will be employed by [name of new employer] in the [division name] division and I will be working in connection with the following projects: [generally describe the projects] Date: Print Executive's Name Executive's Signature EXHIBIT C LIST OF PRIOR INVENTIONS AND ORIGINAL WORKS OF AUTHORSHIP Title Date Identifying Number or Brief Description ____________ No inventions or improvements ____________ Additional Sheets Attached Signature of Executive: __________________________ Printed Name of Executive: ____________________________ Date: _________________________

Appears in 1 contract

Samples: Executive Employment Agreement (Fincera Inc.)

Executive Acknowledgement. The Executive acknowledges EXECUTIVE ACKNOWLEDGES THAT HE HAS HAD THE OPPORTUNITY TO CONSULT LEGAL COUNSEL CONCERNING THIS AGREEMENT, THAT HE HAS READ AND UNDERSTANDS THE AGREEMENT, THAT HE IS FULLY AWARE OF ITS LEGAL EFFECT, AND THAT HE HAS ENTERED INTO IT FREELY BASED ON HIS OWN JUDGMENT AND NOT ON ANY REPRESENTATIONS OR PROMISES OTHER THAN THOSE CONTAINED IN THIS AGREEMENT. ACCEPTED AND AGREED: WaferGen Biosystems, Inc. Ixxx Xxxxxxxxxxx /s/ Axxxxx Xxxxxx /s/ Ixxx Xxxxxxxxxxx Signature Signature Chairman 3/8/12 Title Date 3/8/12 Date EXHIBIT A General Release of Claims Ixxx Xxxxxxxxxxx (i“Executive”) that he has consulted with or has had and WaferGen Biosystems, Inc. (the opportunity “Company”) have agreed to consult with independent counsel enter into this General Release of his own choice concerning this Agreement and has been advised to do so by Claims (“Release”) on the Company, and (ii) that he has read and understands following terms: In exchange for the Agreement, is fully aware of its legal effect, and has entered into it freely based on his own judgment. The Executive hereby agrees that his obligations severance benefits set forth in Sections 7, 8, and 9 hereof and the definitions of Proprietary Information and Inventions contained therein shall be equally applicable to Proprietary Information and Inventions relating to any work performed by the Executive for Employment Agreement between the Company prior to the execution of this Agreement. The parties have duly executed this Agreement as of the date first written above. EXECUTIVE: _______________________dated ________ Name: COMPANY: FINCERA INC. By: ______________________________ Name: Jxxxx Sha Title: Director EXHIBIT A TERMINATION CERTIFICATE This is to certify that I have returned all personal property of Fincera Inc. (the "Company") and the Relevant Parties“Agreement”), including, without limitation, all books, manuals, records, models, drawings, reports, notes, contracts, lists, blueprints, and other documents and materials, electronic data recorded or retrieved by any means, Proprietary Information, and equipment furnished to or prepared by me in the course of or incident to my employment with Executive hereby completely releases the Company, its affiliated, related, parent or subsidiary corporations, and its and their present and former directors, officers, and employees (the “Released Parties”) from all claims of any kind, known and unknown, which Executive may now have or have ever had against any of them, or arising out of Executive’s relationship with any of them, including all claims arising from Executive’s employment or the termination of Executive’s employment, whether based on contract, tort, statute, local ordinance, regulation or any comparable law in any jurisdiction (“Released Claims”). By way of example and not in limitation, the Released Claims shall include any claims arising under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Worker Adjustment and Retraining Notification Act, the Age Discrimination in Employment Act, and the California Fair Employment and Housing Act, or any other comparable state or local law, as well as any claims asserting wrongful termination, breach of contract, breach of the covenant of good faith and fair dealing, negligent or intentional misrepresentation, and defamation and any claims for attorneys’ fees. The parties intend for this release to be enforced to the fullest extent permitted by law. Executive understands that he is not waiving any right or claim that cannot be waived as a matter of law, such as workers’ compensation or unemployment insurance benefits. Executive further agrees that because this Release specifically covers known and unknown claims, Executive waives any rights under Section 1542 of the California Civil Code or under any other comparable law of another jurisdiction that limits a general release to claims that are known to exist at the date of this release. Section 1542 of the California Civil Code states as follows: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” Executive agrees not to file or initiate any lawsuit concerning the Released Claims. Executive understand that this paragraph does not prevent him from filing a charge with or participating in an investigation by a governmental administrative agency; provided, however, that Executive hereby waives any right to receive any monetary award resulting from such a charge or investigation. Executive acknowledge that the release of claims under the Age Discrimination in Employment Act (“ADEA”) is subject to special waiver protection. Therefore, Executive acknowledges the following: (a) he has had 21 days to consider this Release (but may sign it at any time beforehand if he wishes); (b) he can consult an attorney in doing so; (c) he can revoke this Release within seven (7) days of signing it by sending a certified letter to that effect to [name and address]; and that I did (d) this Release shall not make become effective or distribute enforceable and no severance benefits shall be provided until the 7-day revocation period has expired. The parties agree that this Release and the Agreement contain all of their agreements and understandings with respect to their subject matter, and may not be contradicted by evidence of any copies prior or contemporaneous agreement, except to the extent that the provisions of any such agreement have been expressly referred to in this Release or the Agreement as having continued effect. It is agreed that this Release shall be governed by the laws of the foregoingState of California. I further certify that I have reviewed the Executive Employment Agreement (the "Agreement") signed by me and that I have complied with and will continue If any provision of this Release or its application to comply with all of its termsany person, including, without limitation, (i) the reporting of any Inventions or any improvement, rightsplace, or claims related circumstance is held by a court of competent jurisdiction to be invalid, unenforceable, or void, the foregoingremainder of this Release and such provision as applied to other person, conceived or developed by me and covered by the Agreement; (ii) the preservation as confidential of all Proprietary Information pertaining to the Company and the Relevant Parties; (iii) not participating in any business competitive with the business of the Company; (iv) not acting as the legal representative or an executive officer of any other company within and outside the People’s Republic of Chinaplaces, and (v) the reporting circumstances will remain in full force and effect. Ixxx Xxxxxxxxxxx [Name of any remuneration paid to me due to any employment or self-employment during the severance periodCompany Signatory] WaferGen Biosystems, if any. This certificate in no way limits my responsibilities or the Company's rights under the Agreement. On termination of my employment with the Company, I will be employed by [name of new employer] in the [division name] division and I will be working in connection with the following projects: [generally describe the projects] Inc. Date: Print Executive's Name Executive's Signature EXHIBIT C LIST OF PRIOR INVENTIONS AND ORIGINAL WORKS OF AUTHORSHIP Title Date Identifying Number or Brief Description ____________ No inventions or improvements ____________ Additional Sheets Attached Signature of Executive: __________________________ Printed Name of Executive: ____________________________ Date: __________________________ EXHIBIT B Proprietary Information Agreement ANNEX A SECTION 409A ADDENDUM Notwithstanding anything to the contrary in the Agreement, no severance pay or benefits to be paid or provided to Executive, if any, pursuant to the Agreement that, when considered together with any other severance payments or separation benefits, are considered deferred compensation under Section 409A of the Internal Revenue Code of 1986, as amended, and the final regulations and any guidance promulgated thereunder (“Section 409A”) (together, the “Deferred Payments”) will be paid or otherwise provided until Executive has had a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to Executive, if any, that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Executive has had a “separation from service” within the meaning of Section 409A. Each payment and benefit payable under the Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. Any severance payments or benefits under the Agreement that would be considered Deferred Payments will be paid or will commence on the sixtieth (60th) day following Executive’s separation from service, or, if later, such time as required by the next paragraph. Notwithstanding anything to the contrary in the Agreement, if Executive is a “specified employee” within the meaning of Section 409A at the time of Executive’s termination (other than due to death), then the Deferred Payments that would otherwise have been payable within the first six (6) months following Executive’s separation from service, will be paid on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of Executive’s separation from service, but in no event later than seven months after the date of such separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Executive dies following Executive’s separation from service, but prior to the six (6) month anniversary of the separation from service, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Executive’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Any amount paid under the Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments. Any amount paid under the Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit (as defined below) will not constitute Deferred Payments. For this purpose, the “Section 409A Limit” will mean two (2) times the lesser of: (i) Executive’s annualized compensation based upon the annual rate of pay paid to him during Executive’s taxable year preceding his taxable year of his separation from service as determined under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Internal Revenue Code for the year in which Executive’s separation from service occurred. The foregoing provisions are intended to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. The Company and Executive agree to work together in good faith to consider amendments to the Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Executive under Section 409A. All reimbursements under the Agreement, including but not limited to under Sections IC, IIG and IIJ, will be paid in accordance with Section 409A, including, where applicable, the requirement that (a) any reimbursement is for expenses incurred during Executive’s lifetime (or during a shorter period of time specified in the Agreement), (b) any such reimbursements or in-kind benefits be made or provided no later than the last day of the calendar year following the calendar year in which the expense was incurred, (c) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, and (d) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. If a Change of Control (as defined in the Agreement) constitutes a payment event with respect to any payment under the Agreement which provides for the deferral of compensation and is subject to Section 409A, the Change of Control with respect to such payment must also constitute a “change in control event,” as defined in Treasury Regulation section 1.409A-3(i)(5).

Appears in 1 contract

Samples: Executive Employment Agreement (WaferGen Bio-Systems, Inc.)

Executive Acknowledgement. The EXECUTIVE ACKNOWLEDGES THAT HE HAS HAD THE OPPORTUNITY TO CONSULT LEGAL COUNSEL CONCERNING THIS AGREEMENT, THAT HE HAS READ AND UNDERSTANDS THE AGREEMENT, THAT HE IS FULLY AWARE OF ITS LEGAL EFFECT, AND THAT HE HAS ENTERED INTO IT FREELY BASED ON HIS OWN JUDGMENT AND NOT ON ANY REPRESENTATIONS OR PROMISES OTHER THAN THOSE CONTAINED IN THIS AGREEMENT. ACCEPTED AND AGREED: WaferGen Biosystems, Inc. Mxxxxxx X. Xxxxxxxx /s/ Ixxx Xxxxxxxxxxx /s/ Mxxxxxx X. Xxxxxxxx Signature Signature Chief Executive acknowledges Officer and President Title Date Date EXHIBIT A General Release of Claims Mxxxxxx X. Xxxxxxxx (i“Executive”) that he has consulted with or has had and WaferGen Biosystems, Inc. (the opportunity “Company”) have agreed to consult with independent counsel enter into this General Release of his own choice concerning this Agreement and has been advised to do so by Claims (“Release”) on the Company, and (ii) that he has read and understands following terms: In exchange for the Agreement, is fully aware of its legal effect, and has entered into it freely based on his own judgment. The Executive hereby agrees that his obligations severance benefits set forth in Sections 7, 8, and 9 hereof and the definitions of Proprietary Information and Inventions contained therein shall be equally applicable to Proprietary Information and Inventions relating to any work performed by the Executive for Employment Agreement between the Company prior to the execution of this Agreement. The parties have duly executed this Agreement as of the date first written above. EXECUTIVE: _______________________dated ________ Name: COMPANY: FINCERA INC. By: ______________________________ Name: Jxxxx Sha Title: Director EXHIBIT A TERMINATION CERTIFICATE This is to certify that I have returned all personal property of Fincera Inc. (the "Company") and the Relevant Parties“Agreement”), including, without limitation, all books, manuals, records, models, drawings, reports, notes, contracts, lists, blueprints, and other documents and materials, electronic data recorded or retrieved by any means, Proprietary Information, and equipment furnished to or prepared by me in the course of or incident to my employment with Executive hereby completely releases the Company, its affiliated, related, parent or subsidiary corporations, and its and their present and former directors, officers, and employees (the “Released Parties”) from all claims of any kind, known and unknown, which Executive may now have or have ever had against any of them, or arising out of Executive’s relationship with any of them, including all claims arising from Executive’s employment or the termination of Executive’s employment, whether based on contract, tort, statute, local ordinance, regulation or any comparable law in any jurisdiction (“Released Claims”). By way of example and not in limitation, the Released Claims shall include any claims arising under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Worker Adjustment and Retraining Notification Act, the Age Discrimination in Employment Act, and the California Fair Employment and Housing Act, or any other comparable state or local law, as well as any claims asserting wrongful termination, breach of contract, breach of the covenant of good faith and fair dealing, negligent or intentional misrepresentation, and defamation and any claims for attorneys’ fees. The parties intend for this release to be enforced to the fullest extent permitted by law. Executive understands that he is not waiving any right or claim that cannot be waived as a matter of law, such as workers’ compensation or unemployment insurance benefits. Executive further agrees that because this Release specifically covers known and unknown claims, Executive waives any rights under Section 1542 of the California Civil Code or under any other comparable law of another jurisdiction that limits a general release to claims that are known to exist at the date of this release. Section 1542 of the California Civil Code states as follows: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” Executive agrees not to file or initiate any lawsuit concerning the Released Claims. Executive understand that this paragraph does not prevent him from filing a charge with or participating in an investigation by a governmental administrative agency; provided, however, that Executive hereby waives any right to receive any monetary award resulting from such a charge or investigation. Executive acknowledge that the release of claims under the Age Discrimination in Employment Act (“ADEA”) is subject to special waiver protection. Therefore, Executive acknowledges the following: (a) he has had 21 days to consider this Release (but may sign it at any time beforehand if he wishes); (b) he can consult an attorney in doing so; (c) he can revoke this Release within seven (7) days of signing it by sending a certified letter to that effect to [name and address]; and that I did (d) this Release shall not make become effective or distribute enforceable and no severance benefits shall be provided until the 7-day revocation period has expired. The parties agree that this Release and the Agreement contain all of their agreements and understandings with respect to their subject matter, and may not be contradicted by evidence of any copies prior or contemporaneous agreement, except to the extent that the provisions of any such agreement have been expressly referred to in this Release or the Agreement as having continued effect. It is agreed that this Release shall be governed by the laws of the foregoingState of California. I further certify If any provision of this Release or its application to any person, place, or circumstance is held by a court of competent jurisdiction to be invalid, unenforceable, or void, the remainder of this Release and such provision as applied to other person, places, and circumstances will remain in full force and effect. Mxxxxxx X. Xxxxxxxx [Name of Company Signatory] WaferGen Biosystems, Inc. Date: Date: ANNEX A SECTION 409A ADDENDUM Notwithstanding anything to the contrary in the Agreement, no severance pay or benefits to be paid or provided to Executive, if any, pursuant to the Agreement that, when considered together with any other severance payments or separation benefits, are considered deferred compensation under Section 409A of the Internal Revenue Code of 1986, as amended, and the final regulations and any guidance promulgated thereunder (“Section 409A”) (together, the “Deferred Payments”) will be paid or otherwise provided until Executive has had a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to Executive, if any, that I otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Executive has had a “separation from service” within the meaning of Section 409A. Each payment and benefit payable under the Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. Any severance payments or benefits under the Agreement that would be considered Deferred Payments will be paid or will commence on the sixtieth (60th) day following Executive’s separation from service, or, if later, such time as required by the next paragraph. Notwithstanding anything to the contrary in the Agreement, if Executive is a “specified employee” within the meaning of Section 409A at the time of Executive’s termination (other than due to death), then, to the extent required by Section 409A, the Deferred Payments that would otherwise have reviewed been payable within the first six (6) months following Executive’s separation from service, will be paid on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of Executive’s separation from service, but in no event later than seven months after the date of such separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Executive Employment dies following Executive’s separation from service, but prior to the six (6) month anniversary of the separation from service, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Executive’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Any amount paid under the Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments. Each installment payment provided under the Agreement shall be treated as a separate identified payment for purposes of Section 409A. Any amount paid under the Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit (as defined below) will not constitute Deferred Payments. For this purpose, the "Agreement"“Section 409A Limit” will mean two (2) signed by me and that I have complied with and will continue to comply with all of its terms, including, without limitation, times the lesser of: (i) Executive’s annualized compensation based upon the reporting annual rate of pay paid to him during Executive’s taxable year preceding his taxable year of his separation from service as determined under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1) and any Inventions Internal Revenue Service guidance issued with respect thereto; or any improvement, rights, or claims related to the foregoing, conceived or developed by me and covered by the Agreement; (ii) the preservation as confidential maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of all Proprietary Information pertaining the Internal Revenue Code for the year in which Executive’s separation from service occurred. The foregoing provisions are intended to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. The Company and Executive agree to work together in good faith to consider amendments to the Relevant Parties; Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Executive under Section 409A. All reimbursements under the Agreement, including but not limited to under Sections IC, IIE and IIH, will be paid in accordance with Section 409A, including, where applicable, the requirement that (iiia) any reimbursement is for expenses incurred during Executive’s lifetime (or during a shorter period of time specified in the Agreement), (b) any such reimbursements or in-kind benefits be made or provided no later than the last day of the calendar year following the calendar year in which the expense was incurred, (c) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not participating affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any business competitive with the business of the Company; (iv) not acting as the legal representative or an executive officer of any other company within and outside the People’s Republic of Chinacalendar year, and (vd) the reporting right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. If a Change of any remuneration paid to me due Control (as defined in the Agreement) constitutes a payment event with respect to any employment or self-employment during the severance period, if any. This certificate in no way limits my responsibilities or the Company's rights payment under the Agreement. On termination Agreement which provides for the deferral of my employment compensation and is subject to Section 409A, the Change of Control with the Company, I will be employed by [name of new employer] respect to such payment must also constitute a “change in the [division name] division and I will be working control event,” as defined in connection with the following projects: [generally describe the projects] Date: Print Executive's Name Executive's Signature EXHIBIT C LIST OF PRIOR INVENTIONS AND ORIGINAL WORKS OF AUTHORSHIP Title Date Identifying Number or Brief Description ____________ No inventions or improvements ____________ Additional Sheets Attached Signature of Executive: __________________________ Printed Name of Executive: ____________________________ Date: _________________________Treasury Regulation section 1.409A-3(i)(5).

Appears in 1 contract

Samples: Executive Employment Agreement (WaferGen Bio-Systems, Inc.)

Executive Acknowledgement. The Executive acknowledges (i) that he has consulted with or has had the opportunity to consult with independent counsel of his own choice concerning this Agreement and has been advised to do so by the Company, and (ii) that he has read and understands the Agreement, is fully aware of its legal effect, and has entered into it freely based on his own judgment. The Executive hereby agrees that his obligations set forth in Sections 7, 8, and 9 hereof and the definitions of Proprietary Information and Inventions contained therein shall be equally applicable to Proprietary Information and Inventions relating to any work performed by the Executive for the Company prior to the execution of this Agreement. The parties have duly executed this Agreement as of the date first written above. EXECUTIVE: _______________________________ /s/ Xxxxx Xxxx Name: Xxxxx Xxxx COMPANY: FINCERA INC. AUTOCHINA INTERNATIONAL LIMITED By: ______________________________ /s/ Xxxxx Sha Name: Jxxxx Sha Yong Xxx Xx Title: Director Chairman and Chief Executive Officer EXHIBIT A TERMINATION CERTIFICATE This is to certify that I have returned all personal property of Fincera Inc. AutoChina International Limited (the "Company" Company ") and the Relevant Parties, including, without limitation, all books, manuals, records, models, drawings, reports, notes, contracts, lists, blueprints, and other documents and materials, electronic data recorded or retrieved by any means, Proprietary Information, and equipment furnished to or prepared by me in the course of or incident to my employment with the Company, and that I did not make or distribute any copies of the foregoing. I further certify that I have reviewed the Executive Employment Agreement (the "Agreement" Agreement ") signed by me and that I have complied with and will continue to comply with all of its terms, including, without limitation, (i) the reporting of any Inventions or any improvement, rights, or claims related to the foregoing, conceived or developed by me and covered by the Agreement; (ii) the preservation as confidential of all Proprietary Information pertaining to the Company and the Relevant Parties; (iii) not participating in any business competitive with the business of the Company; (iv) not acting as the legal representative or an executive officer of any other company within and outside the People’s Republic of China, and (v) the reporting of any remuneration paid to me due to any employment or self-employment during the severance period, if any. This certificate in no way limits my responsibilities or the Company's rights under the Agreement. On termination of my employment with the Company, I will be employed by [name of new employer] in the [division name] division and I will be working in connection with the following projects: [generally describe the projects] Date: Print Executive's Name Executive's Signature EXHIBIT C B LIST OF PRIOR INVENTIONS AND ORIGINAL WORKS OF AUTHORSHIP Title Date Identifying Number or Brief Description ____________ No inventions or improvements ____________ Additional Sheets Attached Signature of Executive: __________________________ Printed Name of Executive: ____________________________ Date: _________________________:

Appears in 1 contract

Samples: Executive Employment Agreement (AutoChina International LTD)

Executive Acknowledgement. The Executive acknowledges (i) that he she has consulted with or has had the opportunity to consult with independent counsel of his her own choice concerning this Agreement and has been advised to do so by the Company, and (ii) that he she has read and understands the Agreement, is fully aware of its legal effect, and has entered into it freely based on his her own judgment. The Executive hereby agrees that his her obligations set forth in Sections 7, 8, and 9 hereof and the definitions of Proprietary Information and Inventions contained therein shall be equally applicable to Proprietary Information and Inventions relating to any work performed by the Executive for the Company prior to the execution of this Agreement. The parties have duly executed this Agreement as of the date first written above. EXECUTIVE: _______________________________ /s/ Kxxx Xxxxx Pxxx Xx Name: Kxxx Xxxxx Pxxx Xx COMPANY: FINCERA INC. Takung Art Co., Ltd By: ______________________________ /s/ Cxxx Xxx Ng Name: Jxxxx Sha Cxxx Xxx Ng Title: Director Chief Financial Officer EXHIBIT A TERMINATION CERTIFICATE This is to certify that I have returned all personal property of Fincera Inc. Takung Art Co., Ltd (the "Company") and the Relevant Parties, including, without limitation, all books, manuals, records, models, drawings, reports, notes, contracts, lists, blueprints, and other documents and materials, electronic data recorded or retrieved by any means, Proprietary Information, and equipment furnished to or prepared by me in the course of or incident to my employment with the Company, and that I did not make or distribute any copies of the foregoing. I further certify that I have reviewed the Executive Employment Agreement (the "Agreement") signed by me and that I have complied with and will continue to comply with all of its terms, including, without limitation, (i) the reporting of any Inventions or any improvement, rights, or claims related to the foregoing, conceived or developed by me and covered by the Agreement; (ii) the preservation as confidential of all Proprietary Information pertaining to the Company and the Relevant Parties; (iii) not participating in any business competitive with the business of the Company; (iv) not acting as the legal representative or an executive officer of any other company within and outside the People’s Republic of ChinaHong Kong, and (v) the reporting of any remuneration paid to me due to any employment or self-employment during the severance period, if any. This certificate in no way limits my responsibilities or liabilities to the Company or the Company's rights under the Agreement. On termination of my employment with the Company, I will be employed by [name of new employer] in the [division name] division and I will be working in connection with the following projects: [generally describe the projects] Date: Print Executive's Name Executive's Signature EXHIBIT C B LIST OF PRIOR INVENTIONS AND ORIGINAL WORKS OF AUTHORSHIP Title Date Identifying Number or Brief Description ____________ X No inventions or improvements ____________ Additional Sheets Attached Signature of Executive: __________________________ /s/ Printed Name of Executive: ____________________________ Kxxx Xxxxx Pxxx Xx Date: _________________________:

Appears in 1 contract

Samples: Executive Employment Agreement (Takung Art Co., LTD)

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