Attached files
| file | filename |
|---|---|
| S-1 - CHINA EMEDIA HOLDINGS Corp | v196267_s1.htm |
| EX-3.3 - CHINA EMEDIA HOLDINGS Corp | v196267_ex3-3.htm |
| EX-3.2 - CHINA EMEDIA HOLDINGS Corp | v196267_ex3-2.htm |
| EX-3.1 - CHINA EMEDIA HOLDINGS Corp | v196267_ex3-1.htm |
| EX-5.1 - CHINA EMEDIA HOLDINGS Corp | v196267_ex5-1.htm |
| EX-10.2 - CHINA EMEDIA HOLDINGS Corp | v196267_ex10-2.htm |
| EX-21.1 - CHINA EMEDIA HOLDINGS Corp | v196267_ex21-1.htm |
| EX-23.2 - CHINA EMEDIA HOLDINGS Corp | v196267_ex23-2.htm |
| EX-10.4 - CHINA EMEDIA HOLDINGS Corp | v196267_ex10-4.htm |
| EX-10.1 - CHINA EMEDIA HOLDINGS Corp | v196267_ex10-1.htm |
Exhibit
10.3
EMPLOYMENT
CONTRACT
THIS
AGREEMENT made the 29th day of June, 2009
BETWEEN:
CNTVShop.com
Group Ltd.
Suite
2302, Seaview Commercial Building,
21 Connaught Road West, Sheung Wan, Hong Kong
(the
"Employer")
AND
China eMedia Holdings
Corporation.
Suite
2302, Seaview Commercial Building,
21 Connaught Road West, Sheung Wan, Hong Kong
(the
“Holding Company”)
AND:
Fred
Cheng
10th Floor,
Hong Kong Trade Center, 161 Des Veaux Road Central,
Hong
Kong
(the
"Employee")
WHEREAS the Employer has
agreed to employ the Employee and the Employee has agreed to be employed by the
Employer on the terms, conditions and understandings set forth in this
Employment Agreement (the "Agreement");
THEREFORE, in consideration of
the mutual promises contained in this Agreement, the Employer and the Employee
agree as follows:
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1.
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POSITION
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1.1
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The
Board shall employ the Employee in the position of Chief Financial
Officer,
commencing on August 1, 2009.
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1.2
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The
Employee shall report to and be responsible to the Chair of the Employer's
Board of Directors (the "Board"), for the
Employer.
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1.3
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The
Employee will perform all such duties commensurate with the position as
are necessary to properly and efficiently administer the Employer's
operation.
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Page 1 of
6
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1.4
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The
Employee agrees to well and faithfully serve the Employer's interests and
shall devote his time, effort,
skill, attention and energies to the performance of his duties in
relation to the business of the Employer as the Employer and the Holding
Company's Chief Financial Officer.
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1.5
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The
Employee agrees during the term of this Agreement not to undertake any
obligations or perform any employment or consulting services other than
services contemplated by this Agreement, unless otherwise agreed to by the
Board.
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1.6
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The
Employer's policies and procedures, as amended from time to time, are
incorporated into and form part of the Employee's terms and conditions of
employment. In the case of a conflict between the terms of this Agreement
and any policy or procedure, the terms of this Agreement shall
prevail.
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17.
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It
is acknowledged that the Employee will perform the task as Chief Financial
Officer for the Employer on a part time basis and the Employee will
continue to carry out his own Accounting practice world
wide.
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2.
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TERM
OF THE AGREEMENT
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2.1
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The
Employee's Appointment is for a Three Year Term
beginning on August 1, 2009, and ending on July
31, 2012.
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2.2
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The
terms and conditions of the Employee's employment will be reviewed at
least annually and, upon review, may be altered by mutual agreement, in
writing.
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2.3
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Unless
otherwise agreed, this Agreement will expire and terminate at the end of
the term without further obligation on the part of either
party.
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2.4
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At
the expiry of the Agreement, the parties may agree to extend the Agreement
on terms which they will set out in writing. Either party may express its
intention to renew this Agreement three months before its expiry.
Negotiations for the terms and conditions of the extended term shall be
completed within a reasonable period. In the event that the negotiations
are ongoing but have not been completed prior to the expiry of the
Agreement, the parties may agree to continue the terms and conditions of
the Agreement on a month-to-month basis. If the parties do not reach an
agreement on the terms of an extension of the Agreement, the provisions of
Article 2.3 will apply.
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3.
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PERFORMANCE
REVIEWS
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3.1
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A
formal Performance Review of the Employee's performance will be conducted
at least once per year.
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Page 2 of
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4.
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REMUNERATION
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During
the term of this Agreement, the Employer will pay and provide to the Employee
remuneration for carrying out his duties and
responsibilities, as follows:
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4.1
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Salary/Compensation
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a.
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The
nature of the Employee's position requires the Employee to be flexible
about hours of work. This is a senior management position and overtime is
not compensable. However, the Employer may, in its sole discretion,
approve compensation for exceptional workload
circumstances.
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d.
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The
Agreement allows the Employee to earn Incentive/Bonus Pay at the rate of
0.50% of Consolidated Gross Revenue of the Employer and its subsidiaries
to be computed in accordance with GAAP. Such Incentive/Bonus Pay shall be
paid annually on or before120 days after the year end of the
Employer.
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e.
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In
addition, the Agreement allows the Employee to receive annually
50,000 shares for three consecutive years in the form of the Employer’s
common stock commencing December 31,
2010.
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4.2
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Health and Welfare
Benefits
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a.
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Intentionally
Deleted
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b.
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Intentionally
Deleted
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4.3
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Pension
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a.
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Intentionally
Deleted
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4.4
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Vacation and Other
Leave
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a.
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Intentionally
Deleted
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4.5
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Expenses
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a.
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The
Employer shall reimburse the Employee for all reasonable, business-related
expenses incurred by the Employee in performing his duties, provided
that the Employee provides to the Employer within three months from each
expenditure a written statement of the expenses incurred, together with
copies of all receipts and supporting
documentation.
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b.
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The
Employer will not reimburse, directly or indirectly, expenses for spousal
or familial travel for any person, except where the payment
is:
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i.
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in
relation to a specific business
occasion;
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ii.
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authorized
specifically for that business occasion;
and
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iii.
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recorded
in the minutes of the Employer's governance body which are made publicly
available.
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5.
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AGREEMENT
TERMINATION
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5.1
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This
Agreement will commence on August 1, 2009. This Agreement may be
terminated in the following ways only, and by no other
method.
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5.2
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After
July 31, 2011, the Employer may terminate the Employee's employment at any
time, without cause, by giving working notice (the Notice Period) equal to
the lesser of:
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a.
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the
remaining term of the contract, or
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b.
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60
days.
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5.7
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The
Employee may terminate his employment with
the Employer, at any time, by providing the Employer with 120 days written
notice (the "Employee's Notice Period") to the Board. The Board, in its
sole discretion, may:
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a.
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accept
the notice in which case the Employee shall continue working until the end
of the Employee's Notice Period;
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b.
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propose
a shorter Notice Period, which shall apply if the Employee so agrees;
or
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c.
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accept
the resignation effective the date of receipt or any other date prior to
the end of the Notice Period, providing that the Board shall pay to the
Employee salary and benefits for the remainder of the Employee's Notice
Period.
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5.8
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The
Employer may, at any time, terminate the Agreement, without notice or
severance pay in lieu of notice, in the event the Employer has just and
reasonable grounds to discharge the Employee for
cause.
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5.9
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The
Employee acknowledges that other than as set out herein he is not entitled
to any other notice, payment or damages including severance pay from the
Employer, in the event the Agreement is
terminated.
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5.10
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Service
with the Employer shall be calculated as commencing on the Employee's
first day of employment with the
Employer.
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6.
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CONFIDENTIALITY
and NON-DISCLOSURE
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6.1
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The
Employee shall not, while employed with the Employer or at any
timethereafter,
disclose any information relating to the private or confidential affairs
of the Employer to any person other than as directed by the Employer. In
addition, the Employee shall not, while employed with the Employer or at
any time thereafter, disclose the Employer's systems, operations, records,
strategies, or business plans to any person other than as directed by the
Employer. The Employee shall not use for [his/her] own purposes
or for the purposes of others any such information he may acquire in
relation to the business or operation of the
Employer.
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6.2
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The
Employee agrees to return all materials which contain such confidential
information to the Employer immediately upon the termination of this
Agreement, or upon request by the Employer at any
time.
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7.
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ASSIGNMENT
OF EMPLOYMENT CONTRACT
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7.1
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The
Employer has, in its sole discretion, the right to assign the
Employee's
employment
contract in the event of a merger, take-over, amalgamation, transfer of
assets or for any other reason. If the Employer assigns the employment
contract, such assignment will be valid for the term of the Employee's
employment.
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8.
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ACKNOWLEDGEMENT
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8.1
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The
Employee hereby acknowledges that the obligations contained in this
Agreement
are in addition to other fiduciary duties and obligations owed by [him/her] to the
Employer as a result of the operation of law, prior to, during and after
the termination of [his/her]
Employment.
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9.
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NOTICES
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9.1
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All
Notices, demands and payments required or permitted to be given shall be
in writing and may be delivered personally, sent by facsimile or may be
sent by first class prepaid registered mail to the addresses set forth
above, or to other such addresses may from time to time be provided in
writing by the parties. Any Notice delivered or sent by facsimile shall be
deemed to have been given and received at the time of delivery. Any Notice
mailed shall be deemed to have been given and received on five days after
the mailing.
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10.
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JURISDICTION
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10.1
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This
Agreement shall be construed under and governed by the laws of Hong
Kong.
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Page 5 of
6
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11.
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MISCELLANEOUS
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11.1
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This
Agreement constitutes the entire Agreement between the Employer and the
Employee, and all other agreements, understandings, representations or
provisions relating to the subject matter of this Agreement are of no
further force and effect and are declared terminated and
cancelled.
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11.2
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All
provisions of this Agreement are to be construed as separate and distinct
covenants and agreements, separable from all other such separate and
extinct covenants and agreements. Should any provision or provisions of
this Agreement be determined to be illegal, void or unenforceable, it and
they shall be considered separate and severable from this Agreement and
its remaining provision shall remain enforced and be binding upon the
parties.
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IN WITNESS WHEREOF THE PARTIES
hereto have duly executed this Agreement as of the day and year first
above written.
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THE
CORPORATE SEAL of
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THE
CORPORATE SEAL OF
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CNTVShop.com
Group Ltd.
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China
eMedia Holdings Corporation
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was
hereunto affixed in
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was
hereto affixed in
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the
presence of:
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the
presence of:
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/s/ Kenneth Kwan
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/s/ Kenneth Kwan
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Authorized
Signatory
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Authorized
Signatory
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SIGNED,
SEALED AND DELIVERED by:
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/s/ Fred Cheng
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Fred
Cheng
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