EMPLOYMENT AGREEMENT
This Employment Agreement dated as of the 6th day of November 1997, between
ASPAC Communications, Inc., a California corporation ("Employer"), and Xxxx
Xxxxxxx ("Executive").
WITNESSETH:
1. TERM.
Employer hereby employs Executive and Executive hereby accepts employment
on the terms and conditions hereinafter set forth. Subject to the provisions
of Section 7 hereof, the term of this Agreement shall be of six (6) months,
commencing on the date that the company is approved for public trading by SEC
or ninety (90) days after signing this Agreement whichever comes first
(the "Commencing Date").
2. DUTIES.
Executive agrees to serve Employer as Executive President and in such
capacity Executive agrees to render his services to the best of his ability.
Executive will report to the Chairman of the Board of the Company. During the
term of this Agreement, Executive will devote his full time and attention to,
and use his best efforts to advance, the business and welfare of Employer
subject to the direction and control of the Board of Directors.
3. CONFIDENTIAL INFORMATION AND COVENANT NOT TO COMPETE.
(a)Executive hereby agrees that, during the term of this Agreement and
thereafter, he will not disclose to any person, or otherwise use or exploit
any of the proprietary or confidential information or knowledge, including
without limitation, trade secrets, processes, records of research, proposals,
reports, methods, processes, techniques, computer software or programming,
or budgets or other financial information, regarding Employer, its business,
properties or affairs obtained by him at any time prior to or subsequent to
the execution of this Agreement.
(b)Upon termination of employment Executive will deliver to Employer all
processes, records of research, proposals, reports, memoranda, computer
software and programming, budgets and other financial information, and other
materials or records or writings of any other type (including any copies
thereof) made, used or obtained by Executive in connection with his employment
by Employer.
(c)During the term of this Agreement, Executive agrees that he will:
(i) neither authorize his name to be used by, (ii) nor engage in or carry
on, directly or indirectly, for himself as a member of a partnership or
as a stockholder (other than as a stockholder of less than five percent
(5%) of the issued and outstanding stock
of a publicly held corporation having assets in excess of $10,000,000),
investor, officer, or director of a corporation (other than Employer,
or any parent, subsidiary, affiliate or successor of Employer), or as
an employee, agent, associate, or consultant of any person, partnership,
corporation or other business entity, in competition with any business
carried on, directly or indirectly, by Employer prior to the date hereof
or hereafter conducted, directly or indirectly, by Employer during the
term of this Agreement, in any country where business is
then carried on or conducted by Employer.
(d) Executive agrees that the remedy at law for any breach by him or any
of the covenants and agreements set forth in this Section 3 will
inadequate and that in the event of any such breach, Employer may, in
addition to the other remedies which may be available to it at law,
obtain injunctive relief prohibiting him (together with
all those persons associated with him) from the breach of such covenants
and agreements.
(e)The parties hereto intend that the covenants and agreements contained
in this Section 3 shall be deemed to include a series of separate
covenants and agreements. If in any judicial proceeding a court shall
refuse to enforce all of the separate covenants deemed included in such
action, then such unenforceable covenants shall be deemed eliminated from
the provisions hereof for the purposes of such proceeding to the
extent necessary to permit the remaining separate
covenants to be enforced in such proceeding.
4. COMPENSATION.
4.1 Salary.
Under this Agreement, Executive will be paid Seven Thousand Dollars
($7,000.00) per month, from which Three Thousand Five Hundred Dollars
($3,500.00) will be payable monthly subject to income tax withholdings
and other payroll deductions as customary in respect of Employer's
salaried employees in general, and the remaining Three Thousand Five
Hundred Dollars ($3,500.00) will be accrued and
deferred until the Employer completes the first offering.
4.2 Signing Bonus.
Upon execution of this Agreement, Executive shall receive a signing
bonus of five-thousand dollars, ($5,000.00). In consideration for such
signing bonus, Executive shall, at no charge to Employer, provide consulting
services or work part-time for the employer up to the Commencing Date or sixty
(60) days from signing of this Agreement, whichever comes first. If further
consulting services are requested by Employer after sixty (60) days from
signing of this Agreement and before the Commencing Date, Executive shall
be paid Two Thousand Dollars ($2,000.00) per month for such services.
Performance of said consulting services shall be premised upon
reasonable notice of the need for such services, and shall not
exceed twenty (20) hours per week.
4.3 Medical Insurance.
During the term of this Agreement Employer shall furnish Executive with the
same medical and hospital insurance furnished to other employees of Employer.
4.4 Continuing Employment.
If both Employer and Executive wish to continue the employment at the end of
this Agreement, both party shall sign a new contract with which Executive
shall be paid $100,000.00 annually with the same vacation, bonus, medical
insurance, stock options and other benefits provided to other executives of
the Employer.
5. EXPENSES.
Employer will pay or reimburse Executive for such reasonable travel,
entertainment, or other expenses as he may incur at the request of Employer
during the term of this Agreement in connection with the performance of
his duties hereunder. Executive shall furnish Employer with such
evidence that such expenses were incurred as Employer may
from time to time reasonably require or request.
6. DEATH OR TOTAL DISABILITY OF EXECUTIVE.
If Executive dies, or becomes totally disabled (for a period of more than six
(6) consecutive weeks), during the term of this Agreement, Executive's
employment under this Agreement shall automatically terminate and all of
Executive's benefits and all payments to Executive under this Agreement
shall immediately terminate.
7. TERMINATION FOR CAUSE.
Executive's employment under this Agreement may be terminated by Employer for
"good cause." The term "good cause" is defined as any one or more of the
following occurrences:
(a)Executive's breach of any of the covenants contained in Section 3 of this
Agreement;
(b)Executive's conviction by, or entry of a plea of guilty or nolo contendere
in, a court of competent and final jurisdiction for any crime involving moral
turpitude or punishable by imprisonment in the jurisdiction involved;
(c)Executive's commission of an act of fraud, whether prior to or subsequent to
the date hereof upon Employer;
(d)Executive's continuing failure or refusal to perform his duties as required
by this Agreement;
(e)Gross negligence, insubordination, material violation by Executive of any
duty of loyalty to Employer or any other material misconduct on the part of
Executive; or
(f)Executive's commission of any act which is detrimental to Employer's
business or goodwill.
8. MISCELLANEOUS.
8.1 Modification and Waiver of Breach.
No waiver or modification of this Agreement shall be binding unless it is in
writing signed by the parties hereto. No waiver of a breach hereof shall be
deemed to constitute a waiver of a future breach, whether of a similar of
dissimilar nature.
8.2 Complete Agreement.
This Agreement contains the entire agreement between the parties hereto with
respect to the transactions contemplated by this Agreement and supersedes all
previous oral and written and all contemporaneous oral negotiations,
commitments, writings, and understandings.
8.3 Legal Fees.
If any legal action, arbitration or other proceeding is brought for the
enforcement of this Agreement, or because of any alleged dispute, breach,
default or misrepresentation in connection with this Agreement, the successful
or prevailing party shall be entitled to recover reasonable attorneys'
fees and other costs it incurred in that action or proceeding, in addition to
any other relief to which it may be entitled.
8.4 Assignment.
This Agreement may not be assigned in any manner whatsoever.
IN WITNESS WHEROF: the undersigned have executed this Agreement on the day and
year first above written.
EXECUTIVE: EMPLOYER:
ASPAC COMMUNICATIONS, INC.
/s/ Xxxx Xxxxxxx /s/ Xxx Xxxx Zhang
Secretary
Address of Executive:
00000 Xxxxxxxxx Xx. #00X
Xxxxxxx Xxxxxx, XX 00000
