CONSULTING SERVICE AGREEMENT
Exhibit
10.1
THIS
CONSULTING SERVICE AGREEMENT (“AGREEMENT”) is made as of the February
16, 2007,
by and
between PacificNet Strategic Investment Holdings Limited, a company registered
in the British Virgin Islands, with its primary office located at Rm. 2309,
Tower A, TimeCourt, Xx.0 Xxxxxxxx Xxxx, Xxxxxxxx Xxxxxxxx, Xxxxxxx, Xxxxx 000000
(“PacificNet” or “Company”); and "Xxxxxx Xx Wing Xxx" (“Executive”).
WHEREAS,
PacificNet desires to engage Executive, and Executive is willing to accept
such
engagement upon the terms and conditions hereinafter set forth;
NOW,
THEREFORE, in consideration of the premises and of the agreements hereinafter
contained, the parties agree as follows:
1.
Position and Duties.
The
Company hereby affirms its engagement of Executive as its full time Chief
Financial Officer,
to
perform the duties and functions as are specified by the Company’s Articles of
Incorporation and ByLaws, under the authority of the Board of Directors as
selected and approved by the majority of the shareholders.
In
addition to performing the duties and exercising the powers in connection with
the business of the Company which the Board of Directors may from time to time
assign to the Executive, the Executive shall further exercise the power and
the
business of any associated and/or subsidiary companies of the Company and/or
the
parent company of the Company, PacificNet Inc., as may be requested by the
Board
of Directors from time to time.
Executive
hereby accepts such continued engagement and, during the Consulting Term shall
perform his duties (as set forth herein) in a diligent, trustworthy, loyal,
businesslike and efficient manner, all for the purpose of advancing the business
of the Company and increase shareholder value.
2.
Term.
The
commencement date of this full time CONSULTING SERVICE AGREEMENT is March
1, 2007,
and
shall continue on for a term of three
(3) years,
or
until he resigns or is terminated in accordance with Section 5 of this
AGREEMENT.
3.
Compensation.
As
compensation for his services, Executive shall receive the following
compensation, expense reimbursement and other benefits:
a. |
Base
Salary. For
all services rendered by Executive pursuant to this AGREEMENT, the
Company
shall pay Executive an annual salary of US$120,000.
Such annual salary shall be paid once per month in equal installments
in
USD or HKD.
|
b. |
Performance
Based Stock Options.
Executive shall be entitled to:
|
i) |
Annual
Stock-Option Grant: 60,000
ISO options
over according to the Company’s 5
year vesting period.
|
ii)
|
Additional
Stock-Option Grants: (I)
Annual options that ONLY vest if PACT share price reaches
US$10 during the first 12 months
of
engagement.
|
c. |
Annual
Leave.
Executive shall be entitled to paid annual vacation of twenty
(20) days.
|
4.
Other Terms of Consulting Engagement.
All
other conditions of engagement will be in accordance with the terms and
conditions outlined in the Company's Employment Handbook.
5.
Termination.
a. |
Termination
Upon Notice.
Executive’s engagement by PacificNet may be terminated at the discretion
of either the Board of Directors of the Company or Executive by means
of
written notice given to the other at
least 30 days
prior to the effective date of such termination. Executive’s engagement
shall terminate immediately in the event of Executive’s misconduct, death
or “Disability”.
|
x. |
Xxxxxxxxx
Pay: In
the event of non-voluntary termination of engagement of Executive
from
PacificNet within the first two years of the engagement, Executive
will
receive 2
months
of
base salary as notice in lieu in addition to regular accrued salary,
plus
any stock option grants will automatically fully
vest.
|
b. |
Surrender
of Records and Property.
Upon
termination of his engagement with PacificNet, Executive shall deliver
promptly to PacificNet all records, documents, letters, memoranda,
notes,
notebooks, reports, data, tables, calculations or copies thereof,
which
are the property of PacificNet.
|
6.
General
Provisions.
a. |
Successors;
Assignment.
This AGREEMENT shall be binding upon and inure to the benefit of
PacificNet and its respective successors and assigns, and any entity
which
purchases all or substantially all of the business assets of PacificNet,
and any such other entity shall be deemed “PacificNet” hereunder.
|
PacificNet
has the right to assign payment of the compensation amount to one of its
overseas operating subsidiaries according to the location and service provided
by Executive. Company agrees that Executive shall have to right to assign the
compensation and terms of this AGREEMENT to a consulting company designated
by
Executive. This AGREEMENT shall be binding upon and inure to the benefit of
Executive and its respective successors and assignees.
b. |
Entire
Agreement; Modifications.
This
AGREEMENT constitutes the entire agreement between the parties respecting
the subject matter hereof, and supersedes all prior negotiations
agreements with respect thereto, whether written or oral. No provision
of
this AGREEMENT may be modified or waived except by a written agreement
signed by the parties hereto.
|
c. |
Obligations
and Benefits.
The obligations and benefits set forth in this AGREEMENT shall be
binding
and inure to the benefit of the respective parties hereto and their
personal representatives, successors and permitted
assigns.
|
d. |
Governing
law.
This
AGREEMENT shall in all respects be interpreted, construed and governed by
and in accordance with the laws of Hong Kong and the parties hereby
submit
to the non-exclusive jurisdiction of the Hong Kong
courts.
|
e. |
Severability.
If
any portion or portions of this AGREEMENT shall be, for any reason,
invalid or unenforceable, the remaining portion or portions shall
nevertheless be valid and
enforceable.
|
f. |
Counterparts.
This AGREEMENT may be executed simultaneously in two or more counterparts,
each of which shall be deemed an original, but all of which together
shall
constitute one and the same
AGREEMENT.
|
7.
Non-Disclosure Agreement. Executive
acknowledges the interest of the Company in maintaining the confidentiality
of
information related to its business and shall not at any time during the
Consulting Engagement Term or thereafter, regardless of the reason for or
circumstances of termination of engagement, directly or indirectly, reveal
or
cause to be revealed to any person or entity the production processes,
inventions, trade secrets, customers lists or other confidential business
information obtained by him as a result of his engagement or relationship with
the Company, except when authorized in writing to do so by the Board of
Directors of the Company; provided, however, that the parties acknowledge that
it is not the intent of this section to include within its subject matter (i)
information not proprietary to the Company, or (ii) information which is in
the
public domain.
8.
Notices.
All
notices and other communications under this AGREEMENT will be sufficient if
written and sent by registered or certified mail, return receipt requested,
in
the case of Executive, to his residence as shown on the Company’s records, and
in the case of the Company, to its registered office.
In
Witness Whereof, this AGREEMENT has been executed as of the date first written
above.
EXECUTIVE:
Statement of Acceptance of Consulting Service Agreement by
Executive
By
signing this Statement of Acceptance of Consulting Service Agreement, I hereby
accept the above CONSULTING SERVICE AGREEMENT and agree to all the Company’s
standard conditions of employment in accordance with the terms and conditions
outlined in the PacificNet Employment Handbook, Non-Compete Agreement,
Non-Disclosure Confidentiality Agreement, Code of Conducts and Code of Ethics.
Furthermore, I hereby certify that all the personal, education background,
and
employment history information provided in the attached job application letter
and resume is true and accurate to my best knowledge and may be subject to
verification. I agree to waive any future claim against PacificNet or its member
companies or officers/directors as a result of accepting this CONSULTING SERVICE
AGREEMENT. I agree to perform my best capability to fulfill all the job duties
for the position stated in this CONSULTING SERVICE AGREEMENT.
Executive’s
Acceptance Signature:
Name:
Xxxxxx Xxx Signature: /s/
Xxxxxx Xxx
PacificNet
Approval Signature:
Signed
by: /s/
Xxxxxx Xxxx
Xxxxxx
Xxxx, President