EXHIBIT 10.127
Our Ref TA/PR-S/0047/CHL
24 October 2003
PRIVATE & CONFIDENTIAL
Xx Xxx Hok Xxxx, Xxxxx
00 Xxxxxx Xxxx
Xxxxxxx Xxxx
Xxxxxxx
Xxxx Xxxx
Dear Xx Xxx
EMPLOYMENT CONTRACT
It is our pleasure to renew the term of your employment as PRESIDENT OF TARRANT
COMPANY LIMITED ("the Company"), a subsidiary company of Tarrant Apparel Group
("the Group"), for 2 years commencing from 19 September 2003 under the following
terms and conditions:
1. You will be responsible for overseeing the business activities and
operation of the Company. The Group's management will review with you
from time to time the missions and expectations to be accomplished.
2. Your annual salary will be HKD 1,800,000 per annum.
3. In addition to paid public holidays, you will be entitled to annual
leave of 12 working days every calendar year.
4. You will be entitled to enrollment in the Company's Group Medical
Insurance Scheme and the Company's Mandatory Provident Fund Scheme.
5. YOU WILL BE ENTITLED TO DISCRETIONARY INCENTIVE PAYMENTS TO BE
DISTRIBUTED FROM THE COMPANY'S INCENTIVE PLAN.
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6. YOU WILL BE GRANTED AN OPTION TO PURCHASE 100,000 SHARES OF THE COMMON
STOCK OF TARRANT APPAREL GROUP, AT AN EXERCISE PRICE EQUAL TO THE
CLOSING PRICE OF THE STOCK ON THE DATE THE OPTION IS APPROVED BY THE
BOARD OF DIRECTORS OF TARRANT APPAREL GROUP. THE OPTION WILL BE SUBJECT
TO THE TERMS AND CONDITIONS APPLICABLE TO OPTIONS GRANTED UNDER THE
EMPLOYEE INCENTIVE PLAN ("THE PLAN") OF TARRANT APPAREL GROUP, AS
DESCRIBED IN THAT PLAN AND THE APPLICABLE STOCK OPTION AGREEMENT. YOU
WILL VEST IN 25% OF THE OPTION SHARES AFTER 12 MONTHS OF SERVICE, AND
THE BALANCE WILL VEST IN ANNUAL INSTALLMENTS OVER THE NEXT THREE YEARS
OF SERVICE, AS DESCRIBED IN THE APPLICABLE STOCK OPTION AGREEMENT.
7. THIS EMPLOYMENT CONTRACT WILL BE, UPON COMPLETION OF THE 2-YEAR TERM,
AUTOMATICALLY RENEWED ON AN ANNUAL BASIS THEREAFTER. EITHER PARTY WHO
WISHES TO TERMINATE THE CONTRACT HAS TO GIVE 2 MONTHS' ADVANCE NOTICE
BEFORE THE RENEWAL DATE IN WRITING TO THE OTHER PARTY.
8. The Company may terminate employment at any time without notice or
payment in lieu of notice if you disobey a lawful and reasonable order
of direction, misconduct yourself, or are guilty of any act of
dishonesty or are habitually negligent in conducting your duties. In
the event of such termination, the Company shall not be liable to pay
any compensation.
9. During the term of the employment with the Company, you agree not to be
employed or engaged by any other person, firm or company which is in
competition with the Company and the Group or to acquire any interest
in any other undertaking carrying on business of similar nature or in
competition with the Company and/or the Group or the Group's associated
companies without prior consent of the Board of Directors.
10. You shall not during your employment or at any time after its
termination for any reason whatsoever disclose to any person or persons
whatsoever or otherwise make use of any confidential or secret
information not limited to details of the Company's end-buyers or
suppliers which you have or may in the course of your employment become
possessed relating to the Company and/or the Group and/or any of its
associated companies, or relating to know-how, inventions or
improvements or other matters connected with the products or services
manufactured, marketed, provided or obtained by the Company and/or the
Group and/or any of its associated companies or any others of its or
their suppliers, agents, distributors or customers.
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11. You must declare to the Company any financial interests, direct or
indirect, which you or members of your immediate family have, in any
business or other organizations which compete with the Company and/or
the Group or with which the Company and/or the Group has business
dealings.
12. You shall not without the prior consent of the Board of Directors
whether alone or jointly with any other person or persons directly or
indirectly in Hong Kong and/or U.S.A. during and for a period of 12
months after the termination for whatsoever reason of your employment:
i. engage in any business concern which shall be in competition
with the Company and/or with the Group and/or with any of its
associated companies;
ii. canvass, solicit or approach or cause to be canvassed or
solicited or approached for orders in respect of any services
provided or any goods dealt in by the Company and/or the Group
and/or any of its associated companies in respect of the
provision or sale of which you may have been engaged during
your employment with the Company and/or the Group and/or any
of its associated companies, any person or persons who at the
date of termination hereof or within one year prior to such
date is or was a client or customer, supplier or
sub-contractor of the Company and/or the Group and/or any of
its associated companies;
iii. interfere or take such steps as may interfere with the
continuance of supplies to the Company and/or the Group and/or
any of its associated companies from any suppliers or
sub-contractors who have been supplying materials or services,
or manufacturing goods for the Company, and/or the Group
and/or any of its associated companies;
iv. solicit or endeavour to solicit or entice away from the
Company and/or the Group and/or any of its associated
companies any employees of the Company and/or the Group and/or
any of its associated companies;
v. deal with any person or persons who or which at any time
during the period of one year prior to such date have been in
the habit of dealing with the Company and/or the Group and/or
any of its associated companies.
The Company reserves its right to take appropriate legal actions
against you for any damages and costs arisen, should you breach this
term of employment.
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13. On leaving employment, you should return to the Company all property,
documents and correspondence, belongings to or relating to the Company,
its business or affairs.
14. The terms and conditions set out herein shall be in substitution for
any subsisting agreement or arrangement or representation (oral or
otherwise) made between you and the Company, which shall be deemed to
have been terminated by mutual consent as from the date of your
acceptance of the terms and conditions set out in this Contract.
15. This Contract is construed and governed by the laws of the Hong Kong
Special Administrative Region of the People Republic of China.
Please sign and return a copy of this Employment Contract to us as your
acceptance of appointment.
Yours sincerely Signed & Confirmed by:
For & on behalf of
Tarrant Company Limited
/S/ XXXXXX XXXX /S/ XXX XXX XXXX, XXXXX
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Xxxxxx Xxxx Xxx Xxx Xxxx, Xxxxx
Chairman Date
Tarrant Apparel Group
