This EMPLOYMENT AGREEMENT
(the “Agreement”), is entered into as of April 5, 2022 (the “Effective Date”), by and between Code
Chain New Continent Limited, a Nevada corporation (the “Company”), and Xxxxxxxxx Xxx, an individual (the “Executive”).
Except with respect to the direct employment of the Executive by the Company, the term “Company” as used herein with respect
to all obligations of the Executive hereunder shall be deemed to include the Company and all of its subsidiaries and affiliated entities
(collectively, the “Group”).
A. The Company desires to employ the Executive
as a director and the Chief Operating Officer to assure itself of the services of the Executive during the term of Employment (as defined
B. The Executive desires to be employed by the
Company as a director and the Chief Operating Officer during the term of Employment and upon the terms and conditions of this Agreement.
The parties hereto agree as follows:
The Executive hereby accepts a position
of a director and the Chief Operating Officer (the “Employment”) of the Company.
Subject to the terms and conditions
of this Agreement, the initial term of the Employment shall commence on the Effective Date, unless the Company’s next annual meeting
of shareholders and until his successor is duly elected and qualified, or until his earlier death, resignation, removal or termination
pursuant to the terms of this Agreement. The Employment will be renewed automatically for additional one-year terms if neither the Company
nor the Executive provides a notice of termination of the Employment to the other party or otherwise proposes to re-negotiate the terms
of the Employment with the other party within three months prior to the expiration of the applicable term.
||DUTIES AND RESPONSIBILITIES|
Executive’s duties at the Company will include all jobs assigned by the Company’s Board of the Directors (the “Board”).
Executive shall devote all of his working time, attention and skills to the performance of his duties at the Company and shall faithfully
and diligently serve the Company in accordance with this Agreement, the Certificate of Incorporation and Bylaws of the Company, as amended
and restated from time to time (the “Charter Documents”), and the guidelines, policies and procedures of the Company approved
from time to time by the Board.
Executive shall use his best efforts to perform his duties hereunder. The Executive shall not, without the prior written consent of the
Board, become an employee of any entity other than the Company and any subsidiary or affiliate of the Company, and shall not be concerned
or interested in any business or entity that engages in the same business in which the Company engages (any such business or entity,
a “Competitor”), provided that nothing in this clause shall preclude the Executive from holding any shares or other
securities of any Competitor that is listed on any securities exchange or recognized securities market anywhere if such shares or securities
represent less than 5% of the competitors outstanding shares and securities. The Executive shall notify the Company in writing of his
interest in such shares or securities in a timely manner and with such details and particulars as the Company may reasonably require.
The Executive hereby represents to the
Company that: (i) the execution and delivery of this Agreement by the Executive and the performance by the Executive of the Executive’s
duties hereunder shall not constitute a breach of, or otherwise contravene, the terms of any other agreement or policy to which the Executive
is a party or otherwise bound, except for agreements entered into by and between the Executive and any member of the Group pursuant to
applicable law, if any; (ii) that the Executive has no information (including, without limitation, confidential information and trade
secrets) relating to any other person or entity which would prevent, or be violated by, the Executive entering into this Agreement or
carrying out his duties hereunder; (iii) that the Executive is not bound by any confidentiality, trade secret or similar agreement (other
than this) with any other person or entity except for other member(s) of the Group, as the case may be.
||COMPENSATION AND BENEFITS|
Salary. The Executive’s initial base salary shall be $30,000 per year, paid in periodic installments in accordance with
the Company’s regular payroll practices, and such compensation is subject to annual review and adjustment by the Board.
The Executive shall be eligible for Bonuses determined by the Board.
Incentives. To the extent the Company adopts and maintains a share incentive plan, the Executive will be eligible to participate
in such plan pursuant to the terms thereof as determined by the Board.
The Executive is eligible for participation in any standard employee benefit plan of the Company that currently exists or may be adopted
by the Company in the future, including, but not limited to, any retirement plan, life insurance plan, health insurance plan and travel/holiday
The Executive shall be entitled to reimbursement by the Company for all reasonable ordinary and necessary travel and other expenses incurred
by the Executive in the performance of his duties under this Agreement; provided that he properly accounts for such expenses in accordance
with the Company’s policies and procedures.
||TERMINATION OF THE AGREEMENT|
(i) For Cause. The Company
may terminate the Employment for cause, at any time, without notice or remuneration (unless notice or remuneration is specifically required
by applicable law, in which case notice or remuneration will be provided in accordance with applicable law), if:
(1) the Executive is convicted or pleads
guilty to a felony or to an act of fraud, misappropriation or embezzlement,
(2) the Executive has been grossly negligent
or acted dishonestly to the detriment of the Company,
(3) the Executive has engaged in actions
amounting to willful misconduct or failed to perform his duties hereunder and such failure continues after the Executive is afforded a
reasonable opportunity to cure such failure; or
(4) the Executive violates Section 7
or 9 of this Agreement.
Upon termination for cause, the Executive
shall be entitled to the amount of base salary earned and not paid prior to termination. However, the Executive will not be entitled to
receive payment of any severance benefits or other amounts by reason of the termination, and the Executive’s right to all other
benefits will terminate, except as required by any applicable law.
(ii) For death and disability.
The Company may also terminate the Employment, at any time, without notice or remuneration (unless notice or remuneration is specifically
required by applicable law, in which case notice or remuneration will be provided in accordance with applicable law), if:
(1) the Executive has died, or
(2) the Executive has a disability which
shall mean a physical or mental impairment which, as reasonably determined by the Board, renders the Executive unable to perform the essential
functions of his employment with the Company, with or without reasonable accommodation, for more than 120 days in any 12-month period,
unless a longer period is required by applicable law, in which case that longer period would apply.
Upon termination for death or disability,
the Executive shall be entitled to the amount of base salary earned and not paid prior to termination. However, the Executive will not
be entitled to receive payment of any severance benefits or other amounts by reason of the termination, and the Executive’s right
to all other benefits will terminate, except as required by any applicable law.
(iii) Without Cause. The
Company may terminate the Employment without cause, at any time, upon a prior written notice. Upon termination without cause, the Company
shall provide the following severance payments and benefits to the Executive: (1) a lump sum cash payment equal to 12 months of the Executive’s
base salary as of the date of such termination; (2) a lump sum cash payment equal to a pro-rated amount of his target annual bonus for
the year immediately preceding the termination, if any; (3) payment of premiums for continued health benefits under the Company’s
health plans for 12 months fo1lowing the termination, if any; and (4) immediate vesting of 100% of the then-unvested portion of any outstanding
equity awards held by the Executive.
Upon termination without, the Executive
shall be entitled to the amount of base salary earned and not paid prior to termination.
(iv) Change of Control Transaction.
If the Company or its successor terminates the Employment upon a merger, consolidation, or transfer or sale of all or substantially all
of the assets of the Company with or to any other individual(s) or entity (the “Change of Control Transaction”), the
Executive shall be entitled to the following severance payments and benefits upon such termination: (1) a lump sum cash payment equal
to 12 months of the Executive’s base salary at a rate equal to the greater of his/her annual salary in effect immediate1y prior
to the termination, or his/her then current annua1 salary as of the date of such termination; (2) a lump sum cash payment equal to a pro-rated
amount of his/her target annual bonus for the year immediately preceding the termination; and (3) immediate vesting of 100% of the then-unvested
portion of any outstanding equity awards held by the Executive.
the Executive. The Executive may terminate the Employment at any time with a prior written notice to the Company, if (1) there is
a material reduction in the Executive’s authority, duties and responsibilities, or (2) there is a material reduction in the Executive’s
annual salary. Upon the Executive’s termination of the Employment due to either of the above reasons, the Company shall provide
compensation to the Executive equivalent to 12 months of the Executive’s base salary that he is entitled to immediately prior to
such termination. In addition, the Executive may resign prior to the expiration of the Agreement if such resignation is approved by the
Board or an alternative arrangement with respect to the Employment is agreed to by the Board.
of Termination. Any termination of the Executive’s employment under this Agreement shall be communicated by written notice
of termination from the terminating party to the other party.
||CONFIDENTIALITY AND NON-DISCLOSURE|
and Non-disclosure. The Executive hereby agrees at all times during the term of the Employment and after his termination, to hold
in the strictest confidence, and not to use, except for the benefit of the Company, or to disclose to any person, corporation or other
entity without prior written consent of the Company, any Confidential Information. The Executive understands that “Confidential
Information” means any proprietary or confidential information of the Company, its affiliates, or their respective clients,
customers or partners, including, without limitation, technical data, trade secrets, research and development information, product plans,
services, customer lists and customers, supplier lists and suppliers, software developments, inventions, processes, formulas, technology,
designs, hardware configuration information, personnel information, marketing, finances, information about the suppliers, joint ventures,
franchisees, distributors and other persons with whom the Company does business, information regarding the skills and compensation of
other employees of the Company or other business information disclosed to the Executive by or obtained by the Executive from the Company,
its affiliates, or their respective clients, customers or partners, either directly or indirectly, in writing, orally or otherwise, if
specifically indicated to be confidential or reasonably expected to be confidential. Notwithstanding the foregoing, Confidential Information
shall not include information that is generally available and known to the public through no fault of the Executive.
Property. The Executive understands that all documents (including computer records, facsimile and e-mail) and materials created,
received or transmitted in connection with his work or using the facilities of the Company are property of the Company and subject to
inspection by the Company at any time. Upon termination of the Executive’s employment with the Company (or at any other time when
requested by the Company), the Executive will promptly deliver to the Company all documents and materials of any nature pertaining to
his work with the Company and will provide written certification of his compliance with this Agreement. Under no circumstances will the
Executive have, following his termination, in his possession any property of the Company, or any documents or materials or copies thereof
containing any Confidential Information.
Employer Information. The Executive agrees that he has not and will not, during the term of his employment, (i) improperly use or
disclose any proprietary information or trade secrets of any former employer or other person or entity with which the Executive has an
agreement or duty to keep in confidence information acquired by Executive, if any, or (ii) bring into the premises of the Company any
document or confidential or proprietary information belonging to such former employer, person or entity unless consented to in writing
by such former employer, person or entity. The Executive will indemnify the Company and hold it harmless from and against all claims,
liabilities, damages and expenses, including reasonable attorneys’ fees and costs of suit, arising out of or in connection with
any violation of the foregoing.
Party Information. The Executive recognizes that the Company may have received, and in the future may receive, from third parties
their confidential or proprietary information subject to a duty on the Company’s part to maintain the confidentiality of such information
and to use it only for certain limited purposes. The Executive agrees that the Executive owes the Company and such third parties, during
the Executive’s employment by the Company and thereafter, a duty to hold all such confidential or proprietary information in the
strictest confidence and not to disclose it to any person or firm and to use it in a manner consistent with, and for the limited purposes
permitted by, the Company’s agreement with such third party.
This Section 7 shall survive the termination
of this Agreement for any reason. In the event the Executive breaches this Section 7, the Company shall have right to seek remedies permissible
under applicable law.
The Executive hereby
agrees that, during the term of his employment with the Company, he or she will not engage in any other employment, occupation, consulting
or other business activity related to the business in which the Company is now involved or becomes involved during the term of the Executive’s
employment, nor will the Executive engage in any other activities that conflict with his obligations to the Company without the prior
written consent of the Company.
||NON-COMPETITION AND NON-SOLICITATION|
of the salary paid to the Executive by the Company and subject to applicable law, the Executive agrees that during the term of the Employment
and for a period of one (1) year following the termination of the Employment for whatever reason:
Executive will not approach clients, customers or contacts of the Company or other persons or entities introduced to the Executive in
the Executive’s capacity as a representative of the Company for the purposes of doing business with such persons or entities which
will harm the business relationship between the Company and such persons and/or entities;
Executive will not assume employment with or provide services as a director or otherwise for any Competitor, or engage, whether as principal,
partner, licensor or otherwise, in any Competitor; and
Executive will not seek, directly or indirectly, by the offer of alternative employment or other inducement whatsoever, to solicit the
services of any employee of the Company employed as at or after the date of such termination, or in the year preceding such termination.
The provisions contained in
Section 9 are considered reasonable by the Executive and the Company. In the event that any such provisions should be found to be void
under applicable laws but would be valid if some part thereof was deleted or the period or area of application reduced, such provisions
shall apply with such modification as may be necessary to make them valid and effective.
This Section 9 shall survive
the termination of this Agreement for any reason. In the event the Executive breaches this Section 9, the Executive acknowledges that
there will be no adequate remedy at law, and the Company shall be entitled to injunctive relief and/or a decree for specific performance,
and such other relief as may be proper (including monetary damages if appropriate). In any event, the Company shall have right to seek
all remedies permissible under applicable law.
Notwithstanding anything else
herein to the contrary, the Company may withhold (or cause there to be withheld, as the case may be) from any amounts otherwise due or
payable under or pursuant to this Agreement such national, provincial, local or any other income, employment, or other taxes as may be
required to be withheld pursuant to any applicable law or regulation.
This Agreement is personal
in its nature and neither of the parties hereto shall, without the consent of the other, assign or transfer this Agreement or any rights
or obligations hereunder; provided, however, that (i) the Company may assign or transfer this Agreement or any rights or obligations hereunder
to any member of the Group without such consent, and (ii) in the event of a Change of Control Transaction, this Agreement shall, subject
to the provisions hereof, be binding upon and inure to the benefit of such successor and such successor shall discharge and perform all
the promises, covenants, duties, and obligations of the Company hereunder.
If any provision of this Agreement
or the application thereof is held invalid, the invalidity shall not affect other provisions or applications of this Agreement which can
be given effect without the invalid provisions or applications and to this end the provisions of this Agreement are declared to be severable.
This Agreement constitutes
the entire agreement and understanding between the Executive and the Company regarding the terms of the Employment and supersedes all
prior or contemporaneous oral or written agreements concerning such subject matter, including any prior agreements between the Executive
and a member of the Group. The Executive acknowledges that he or she has not entered into this Agreement in reliance upon any representation,
warranty or undertaking which is not set forth in this Agreement. Any amendment to this Agreement must be in writing and signed by the
Executive and the Company.
||GOVERNING LAW; JURISDICTION|
This Agreement shall be governed
by and construed in accordance with the laws of the State of Nevada and each of the parties irrevocably consents to the jurisdiction and
venue of the federal and state courts located in Nevada.
This Agreement may not be
amended, modified or changed (in whole or in part), except by a formal, definitive written agreement expressly referring to this Agreement,
which agreement is executed by both of the parties hereto.
Neither the failure nor any
delay on the part of a party to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof,
nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or
of any right, remedy, power or privilege, nor shall any waiver of any right, remedy, power or privilege with respect to any occurrence
be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence. No waiver shall be effective
unless it is in writing and is signed by the party asserted to have granted such waiver.
All notices, requests, demands
and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given and
made if (i) delivered by hand, (ii) otherwise delivered against receipt therefor, or (iii) sent by a recognized courier with next-day
or second-day delivery to the last known address of the other party.
This Agreement may be executed
in any number of counterparts, each of which shall be deemed an original as against any party whose signature appears thereon, and all
of which together shall constitute one and the same instrument. This Agreement shall become binding when one or more counterparts hereof,
individually or taken together, shall bear the signatures of all of the parties reflected hereon as the signatories.
Photographic copies of such
signed counterparts may be used in lieu of the originals for any purpose.
||NO INTERPRETATION AGAINST DRAFTER|
Each party recognizes that
this Agreement is a legally binding contract and acknowledges that it, he or she has had the opportunity to consult with legal counsel
of choice. In any construction of the terms of this Agreement, the same shall not be construed against either party on the basis of that
party being the drafter of such terms.
[remainder of this page
left intentionally blank]
IN WITNESS WHEREOF, this Agreement has been executed as of the date
first written above.
||Code Chain New Continent Limited|
||/s/ Xxx Xx|
Chief Executive Officer,
President and Chairman of the Board
||/s/ Xxxxxxxxx Xxx|