Attached files
Exhibit
99.12
Hau Tsin Shoon’s Employment
Contract
EMPLOYMENT
CONTRACT
EMPLOYMENT
CONTRACT ("Contract"), between Mezabay International Inc., a Nevada corporation
with its common stock currently quoted on FINRA’s Over-the-counter Bulletin
Board, having an office address at 800 5th Avenue, Suite 4100, Seattle,
Washington 98104, USA (hereinafter called “ The Company”), and Shoon
Hau Tsin of 30, Jalan SS20/18, Damansara Utama, 47400, Petaling Jaya, Selangor,
Malaysia (hereinafter called “Shoon”).
WHEREAS,
The Company wishes to engage the services of Shoon as Chief Executive Officer of
The Company, and
WHEREAS,
Shoon is willing to provide his services and to undertake the duties and
responsibilities described below and other duties and responsibilities as may be
assigned to him by the Company from time to time during the term of this
Contract upon the terms and conditions hereinafter set forth.
NOW,
THEREFORE, in consideration of the mutual covenants and conditions herein
contained, all prior contracts between the parties are waived and of no further
effect, and the parties to this Contract agree as follows:
1. EMPLOYMENT
The Company shall contract with Shoon,
and Shoon shall serve as Chief Executive Officer during the term of employment
set forth in Paragraph 2 of this Contract .The Company and other subsidiaries,
associated companies and affiliates of the Company are engaged in the Asia
region, in providing e-commerce and m-commerce as well as payments and loyalty
rewards products and services.
2. TERM
The term of this Contract shall be for
a period of three (3) years commencing on September 23, 2009 (hereinafter
referred to as “Commencement Date”)
3. JOB
TITLE AND DUTIES
3.1 Title
and Duties
Shoon shall have duties and
responsibilities commensurate with his title and position from time to time.
Shoon shall devote his time and attention to, and exert his best efforts in the
performance of his duties hereunder, so as to promote the businesses of The
Company and the subsidiaries, associated companies and affiliates of The
Company.
As Chief Executive Officer, Shoon shall
report directly to the Board of Directors of The Company and shall be
responsible for the overall business matters, financial budgeting and reporting
of all the subsidiaries and associated companies of The Company, including any
other business related matters which may be assigned to him by The Company from
time to time. His duties shall include the supervision of all the staff of The
Company and its subsidiaries and associated companies, including The
Company.
The Company will determine and notify
Shoon of his duties and responsibilities from time to time during the term of
this Contract.
3.2
Confidential Information
Shoon shall not, directly or
indirectly, or at any time, during the term of this Contract hereunder or
thereafter and without regard to when or for what reason, if any, use or permit
the use of any trade secrets, customers' lists, or other information of, or
relating to The Company and/or any of its subsidiaries or associated
companies or affiliates in connection with any
of their activities or businesses, except as may be
necessary in the performance of his duties hereunder or as may be required by
any applicable law or determination of any duly constituted administrative
agency.
4. COMPENSATION
AND EXPENSES
4.1 Compensation
(i) Base Salary
The Company shall pay Shoon a basic
salary of US Dollar Ten Thousands ($10,000) per month and such salary shall be
revised upward annually at a rate as may be solely determined by The Company
based on an annual review of his performance as may be conducted by The Company.
In making monthly payment of the said basic salary to Shoon, The Company shall
be entitled to deduct any cash based compensation which he may be paid by any of
its subsidiaries and/or associated companies and/or affiliates.
(ii) Benefits
Shoon shall be entitled to enjoy all
the employee benefit plans that The Company may implement from time to time for
the employees of equal rank.
(iii) Incentives
Shoon shall be entitled to participate
in any performance incentive plan that The Company may implement from time to
time.
4.2 Business
Expenses
The Company or its subsidiary or
associated company or affiliate will reimburse him for all reasonable expenses
properly incurred by him in the performance of his duties hereunder, upon
presentation of properly itemized charges, receipts and/or similar
documentation, and otherwise in accordance with policies established from time
to time by the above said companies.
4.3 Housing
Allowance
Should Shoon be discharging his duties
and responsibilities under this Contract from the Company’s subsidiary’s office
in Malaysia or required to be located to any of the subsidiaries or associated
companies or affiliates located outside of Malaysia , Shoon shall be entitled to
a company paid accommodation for him and his immediate family members or a
monthly housing allowance of a reasonable amount to be solely determined by The
Company, payable monthly. This allowance will be paid directly to
Shoon who will be responsible for negotiating and concluding his own contractual
arrangements for housing and making all relevant payments.
4.4 Work
Location And Taxes
For the purpose of Compensation payable
to Shoon under this Contract, Shoon is deemed to be based in Malaysia. Shoon
shall be fully responsible for any income tax or other taxes he may be subjected
to in Malaysia and/or any country which he may be located to discharge his
duties and responsibilities under this Contract.
5. Holidays
and Annual Vacation Leave
Shoon shall be entitled to all public
holidays in the country he is located at the time, in addition, to annual
vacation leave which shall accrue on a pro rata basis during the contract term
at the rate of Eighteen (18) days per annum which vacation and/or personal
day(s) shall be taken by him at such time or times as are consistent with the
needs of the business.
6. TERMINATION
AND SEVERANCE PAYMENT
6.1 Termination
Upon the occurrence of an event of
termination (as hereinafter defined) during the period of Shoon's employment
under this Contract, the provisions of this Paragraph 6 shall apply for
consequence relating to the financial obligations of the parties
hereto. As used in this Contract an "event of termination" shall mean
and include any one or more of the following:
(i) The
termination by The Company of Shoon's employment under this Contract hereunder
due to "cause" as defined in (iii) herein below; and in which event,
The Company shall be entitled to discontinue all it obligations under this
Contract.
(ii) Shoon's
resignation from The Company pursuant to the provisions of this paragraph, upon
material breach of this Contract by the Company and such breach continues for at
least ninety (90) days following written notification by Shoon. Upon the
occurrence of the event described above, Shoon shall have the right to elect to
terminate his employment under this Contract by resignation upon not less than
thirty (30) days prior written notice, and in which event, The Company shall be
obligated to pay to Shoon, within 30 days from the date of termination of
Shoon’s employment with The Company, an amount equals to last drawn monthly
basic salary multiplied by three (3).
(iii) Termination
by The Company for "cause" shall mean Shoon's termination by action of The
Company because of dishonesty, gross neglect of duties hereunder, conviction of
a felony, engaging directly or indirectly in any competing business of The
Company or it subsidiaries or associated companies or affiliates, or willful
misconduct.
(iv) Termination
by action of The Company without “cause”, and in which event, The Company shall
be obligated to pay to Shoon, within 7 days from the date of termination of
Shoon’s employment with The Company, an amount equals to the last drawn monthly
basic salary multiplied by three (3).
(v) Shoon’s
resignation from The Company with whatever reason other than that stated in
Clause 6 (ii) above or medical reason, and in which event, Shoon shall be
obligated to pay to the Company, within 7 days from the date of termination of
Shoon’s employment with The Company, an amount equal to the last drawn monthly
salary multiplied by three (3).
7.
INTELLECTUAL PROPERTY
Any idea, invention, design, written
material, manual, system, procedure, improvement, development or discovery
conceived, developed created or made by Shoon alone or with others relating to
the business of The Company or any of its subsidiaries or associated companies
or affiliates during the contract period and whether or not patented or copy
righted or trademarked, shall become the sole and exclusive property of the
Company. Shoon shall disclose the same promptly and completely to The Company
and shall, during the employment period (i) execute all documents required by
The Company for vesting in The Company the entire right, title and
interest in and to same, (ii) execute all documents
required
by The Company for filing and prosecuting such applications for patents,
trademarks, service marks and/or copyrights as The Company, in its sole
discretion, any desire to prosecute, and (iii) give The Company all assistance
it reasonably requires, including the giving of testimony in any suit, action or
proceeding, in order to obtain, maintain and protect The Company’s right therein
and thereto.
8. ASSIGNMENT
This Contract and any rights (including
Shoon's Compensation) hereunder shall not be assigned, pledged or transferred in
any way by either party hereto except that The Company shall have the right to
assign its rights hereunder to any third party successor in interest of The
Company whether by merger, consolidation, purchase of assets or stock or
otherwise. Any attempted assignment, pledge, transfer or other
disposition of this Contract or any rights, interests or benefits contrary to
the foregoing provisions shall be null and void.
9. NOTICES
All notices, requests, demands and
other communications hereunder must be in writing and shall be deemed to have
been duly given if delivered by hand, sent by facsimile, or mailed by first
class, registered mail, return receipt requested, postage and registry fees
prepaid to, the applicable party and addressed as follows:
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(i)
if to The Company:
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MEZABAY
INTERNATIONAL, Inc.
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C-01-02,
Jalan Usahawan 1,
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SME
Technopreneur Centre 2,
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63000
Cyberjaya
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Selangor
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Malaysia
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Facsimile:
603-8319 6008
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(ii)
if to Shoon:
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30,
Jalan SS20/18,
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Damansara
Utama
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47400,
Petaling Jaya,
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Malaysia
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10. SEVERABILITY
If any provision of this Contract
shall, for any reason, be adjudged by any court of competent jurisdiction to be
invalid or unenforceable, such judgment shall not affect, impair or invalidate
the remainder of this Contract but shall be confined in its operation to the
jurisdiction in which made and to the provisions of this Contract directly
involved in the controversy in which such judgment shall have been
rendered.
11. WAIVER
No course of dealing and no delay on
the part of any party hereto in exercising any right, power, or remedy under or
relating to this Contract shall operate as a waiver thereof or otherwise
prejudice such party's rights, powers and remedies. No single or
partial exercise of any rights, powers or remedies under or relating to this
Contract shall preclude any other or further exercise thereof or the exercise of
any other right, power or remedy.
12. ENTIRE
CONTRACT/GOVERNING LAW
This Contract embodies the entire
understanding and supersedes all other oral or written Contracts or
understandings, between the parties regarding the subject matter
hereof. No change, alteration, or modification hereof may be made
except in writing signed by both parties hereto. This Contract shall
be construed and governed in all respect and shall at all times be determined in
accordance with the laws of Malaysia.
14. HEADINGS
The headings of Paragraphs herein are
included solely for convenience of reference and shall not control the meaning
or interpretation of any of the provisions of this Contract.
IN
WITNESS WHEREOF, the parties hereto have executed and delivered this Contract,
consisting of six (6) pages, on this 23rd day of September, 2009.
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Shoon
Hau Tsin
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Mezabay
International Inc.
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SHOON
HAU TSIN
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By:
FAN FOO
MIN
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Malaysia
I/C: 790515-14-5153
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Name:
Fan Foo Min
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Director
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Witnessed
by:
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Witnessed
by:
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TEY
YONG QING
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THUM
MAY YIN
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Name:
Tey Yong Qing
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Name:
Thum May Yin
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