Employment Agreement

Amendment to Employment Agreement


Confidential - Without Prejudice
For Settlement
Purposes Only
 
This Amendment (this Amendment) to the Employment Agreement (the “Agreement), dated as of February 24, 2007, between China Broadband, Ltd., a Cayman Islands company (the Company), a subsidiary of China Broadband, Inc. (Broadband”), and Clive Ng (the Executive) is made on January 11, 2008.

WHEREAS, the Company and the Executive entered into the Agreement to provide for the rendering of certain services to the Company by the Executive; and

WHEREAS, the Company and the Executive wish to amend the Agreement in accordance with Section 10(f) of the Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the parties hereby agree as follows:

1.
All capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Agreement.

2.
Section 3(b)(i) of the Agreement is amended and restated in its entirety to read as follows:
 
Subject to the provisions hereof, the Executive agrees to serve the Company faithfully and to the best of his ability and to devote so much of his time to the affairs of the Company as, in the reasonable judgment of the Executive, the conduct of the Business (as defined below) of the Company shall reasonably require. In particular, the Executive will assist the Chief Executive Officer, the Board and management of the Company in identifying, negotiating with and entering into agreements for the acquisition of possible acquisition candidates in the People’s Republic of China that are engaged in such Business, and assist in an offering of securities of China Broadband, Inc. Subject to the provisions of Section 6 of this Agreement, the Executive shall also be the Chairman and Director of the Company, to serve at the pleasure of the Board, while employed hereunder. The Executive shall not be obligated to do or perform any act or thing in connection with the Business of the Company not expressly set forth herein.

 
3.
Section 6 of the Agreement is hereby amended and restated in its entirety to read as follows:
 

 
Nothing herein contained shall be deemed to preclude the Executive from engaging, directly or indirectly, in any Permitted Activities. For purposes hereof, (a) Permitted Activities include: (i) serving as an officer, director, and/or board committee member or being a securityholder of China Cablecom, Ltd. and Cablecom Holdings/Jaguar (as defined below) (and any successor), and the respective affiliates thereof, pursuant to an employment agreement or otherwise and all activities undertaken in connection with the Cablecom Business (as defined below); (ii) management of his personal and family investments; (iii) engaging in “Other Permitted Investments” (as defined below); (iv) serving as a director, board or other committee member or trustee or in any other advisory capacity to any companies or other entities if such activities do not materially interfere with his services to the Company; (v) serving on industry boards or committees and trade associations in a non-employee capacity; (vi) making speeches, writing articles or participating in public debate and discussions in and by the means of any medium of communication; (vii) performing civic, community, public service, charitable, religious or philanthropic functions; (viii) serving as a senior advisor to Warner Music Group Corp.; and (ix) performing services relating to the formation and operation of an advertising business for television stations to the extent such services do not materially interfere with his services to the Company; (b) “Other Permitted Investments” shall include: (x) investments in securities of publicly traded entities; and (y) passive investments in businesses not competitive with the Business of the Company described below, it being acknowledged that a “passive investment” shall be deemed to mean an investment in a business that does not require or result in the participation of the Executive in the management or operations of such business, except during times other than regular business hours and which do not materially interfere with his services to the Company; and (c) Cablecom Holdings/Jaguar shall mean China Cablecom Holdings, Ltd. and Jaguar Acquisition Corporation (such entities are described in the Registration Statement on Form S-4, as the same may from time to time be amended, of China Cablecom Holdings, Ltd. filed with the Securities and Exchange Commission), the business of which shall include acting as a joint venture provider of integrated cable television services in the People’s Republic of China and related activities, but which does not include the provision of Stand-Alone Broadband Services (as defined below)(collectively, the “Cablecom Business”).
 
It is contemplated that the Executive shall, until such time as the Company or the Parent has hired its first full-time Chief Executive Officer subsequent to the date hereof, (A) remain an executive of the Company and (B) take commercially reasonable efforts to further assure that such other activities with China Cablecom, Ltd., Cablecom Holdings/Jaguar (and any successor) will not materially interfere with his above-referenced obligations to the Company and that he will not divulge any confidential information or opportunities of the Company. At such time as the Company has hired a full-time CEO (and presuming that Yue Pu remains employed by the Company), the Executive’s work requirements shall be appropriately reduced further, including that he shall no longer remain an executive of the Company or of the Parent, except it is contemplated that he shall remain the non-executive Chairman and a director of the Company and of the Parent during the term of his employment with the Company, subject only (in the case of the Parent) to shareholder re-election.
 
The Business of the Company, for purposes of the scope or nature of activities to be performed by the Executive under this Agreement, shall relate to stand-alone, independent broadband services, including electronic program/television program-type publications (collectively, “Stand-Alone Broadband Services”).
 
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4.
A new Section 8(d) shall be added to the Agreement as follows:
 
For the avoidance of doubt, in the event that an acquisition or other investment, project or other transaction opportunity arises that relates to the business of China Cablecom Ltd. and/or Cablecom Holdings/Jaguar, or a successor thereto or affiliate thereof, then Executive (i) may recuse himself from all Company and Parent board of directors consideration of such matter and (ii) may resign from any position, office or directorship with the Company or Parent and voluntarily terminate this Agreement, which termination will have the effect described in Section 9(c) hereof.

 
5.
Section 8(d) of the Agreement shall become Section 8(e).
 
 
6.
A new Section 10 shall be added to the Agreement as follows:
 
Any controversy or claim arising out of, in conjunction with or relating to this Agreement (other than an action for injunctive relief) shall be resolved by arbitration, to be held in the County of New York, State of New York, in accordance with the Commercial Rules of the American Arbitration Association then in effect; judgment upon the award rendered by the arbitrator shall be final and binding upon the parties and judgment on the award may be entered and enforced in any federal or state court of competent jurisdiction located in the County of New York, State of New York. The parties to this Agreement hereby irrevocably consent to personal jurisdiction in the federal and state courts located in the County of New York, State of New York for that purpose. The arbitration award shall include attorneys’ fees and costs to the prevailing party.
 
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7.
Section 10 of the Agreement shall become Section 11.
 
 
8.
The Executive hereby relinquishes and waives any claim to any Base Salary from the Company for periods prior to the date of this Amendment.
 
 
9.
Except as modified by this Amendment, the Agreement shall continue unmodified and in full force and effect and each party hereto ratifies, approves and confirms the Agreement, as modified by this Amendment, in all respects.
 
 
10.
This Amendment may be executed in separate counterparts, each of which will be an original and all of which taken together shall constitute one and the same agreement, and any party hereto may execute this Amendment by signing any such counterpart.
 
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IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first set forth above.
 
 
 
CHINA BROADBAND, LTD
 
 
By: /s/ Yue Pu            
Name: Yue Pu
Title: Vice Chairman
 
 
/s/ Clive Ng                                        
Clive Ng
 
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