Attached files
| file | filename |
|---|---|
| 8-K - Celestial Delights USA Corp. | v196906_8k.htm |
| EX-99.1 - Celestial Delights USA Corp. | v196906_ex99-1.htm |
Service
Agreement
This
Service Agreement (this “Agreement”) is entered into on September 1, 2010, 2010
by and between:
Far East Wind Power Corp. (the “Company”), a corporation
established under the laws of Nevada; and
Liu Xiaobu (刘小佈) (the
“Consultant”), with ID card No. 110102194705251531 with an address of Suite 623,
No. 6, Building 14B, Dongchang Hutong, Dongcheng District, Beijing,
China.
The
Company and the Consultant are collectively referred to as the “Parties” and
individually referred to as a “Party”.
WHEREAS, the Company wishes to
engage the Consultant to provide certain services to the Company and the
Consultant also agrees to accept the engagement with the Company.
NOW, THEREFORE, the Parties agree
as follows:
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1.
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Services
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1.1
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The
Consultant shall provide services (the “Services”) to the Company relating
to the wind power industry as instructed by the Company from time to time.
Consultant will be responsible for the strategy and execution of the
Company’s business plan. Consultant will build and execute a business plan
in conjunction with the Company’s Board of Directors and execute the plan.
Consultant will interact with investors, customers, the PRC government and
the Board of Directors as needed. Consultant will abide by a strict
governance policy and hold integrity to the highest
level.
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1.2
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The
Consultant’s provision of the Services shall commence on September 1, 2010
(the “Commencement Date”) and end when terminated in accordance with this
Agreement.
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1.3
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The
Parties acknowledge that, the Consultant is an independent contractor, and
is not and shall not be deemed to be the employee of the Company, neither
is he authorized to contract or sign any document for or on behalf of the
Company during his provision of the Services under this Agreement, unless
a prior written authorization letter is given by the
Company.
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1
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1.4
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The
Consultant shall strictly comply with all applicable PRC laws and
regulations during his provision of the
Services.
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1.5
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The
Consultant shall serve the Company on a part-time basis up to 20 hours per
week as requested by the Company. The Consultant may provide services to
other parties provided that the Services provided to the Company have
priority and the Consultant does not violate Article 6.1 of this
Agreement.
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1.6
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The
Consultant acknowledges that, the principle place of his service is in
Beijing, however, when necessary, he shall undertake national and/or
international travel to any other
place.
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2.
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Compensation
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2.1
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In
consideration of the Services rendered by the Consultant under this
Agreement, the Company shall pay the Consultant US$ 10,000 per month to an
account as instructed by the Consultant. Partial months of Services shall
be pro-rated. An annual cash bonus of $30,000 shall be payable to the
Consultant upon approval by the Company’s Board of Directors and based on
the Consultant’s execution of the Company’s business
plan.
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2.2
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The
Consultant shall send an invoice by courier or another agreed upon way
with the approval of the Company on the first day of each month. The
Company shall pay the compensation to the Consultant within 15 days after
its receipt of the invoice.
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2.3
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Any
taxes or fees that are levied on the compensation received by the
Consultant according to this Article 2 shall be borne by the Consultant.
At the request of the Company, the Consultant shall present evidence,
showing fulfilment of such payment obligations, together with the official
tax invoice, issued by the competent taxation authority to the Company
within 15 days after his receipt of such request from the
Company.
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2.4
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Notwithstanding
Article 2.3, the Company shall have the right to withhold any tax or
expense from its payments to the Consultant where it is required under
applicable law.
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2.5
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For
the avoidance of doubt, the Company shall not be obligated to procure any
insurance under the PRC social insurance system, or make any statutory
social benefits contribution, on behalf of the Consultant in the
PRC.
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2
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2.6
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Subject
to applicable law, the Company shall provide to the Consultant a
restricted stock award of 750,000 shares of the Company’s Common Stock
(“Restricted Stock”), which shall vest pro-rata for three-years starting
from the Commencement Date so long as the Consultant provides services to
the Company during all, or any portion, of such three-year term. For the
avoidance of doubt, this Article 2.6 shall not guarantee that the
Consultant shall be entitled to provide services to the Company for such
three-year term. The shares will be issued to the Consultant immediately.
If the full number of shares are not earned by the Consultant for any
reason then the Consultant agrees to return the unvested portion of the
stock award. Additionally, for every megawatt (MW) of wind power owned by
the Company that is connected to the People’s Republic of China’s national
electric grid, the Consultant shall receive a one-time grant of 1,000
shares of the Company’s stock. For purposes of this calculation the actual
award of stock shall be based on the Company’s ownership stake in the wind
farm multiplied by the installed and operational MW of wind power. In this
context, “operational” means that the wind farm is producing and selling
electricity to a utility company at market
rates.
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3.
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Reimbursements
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3.1
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The
Company shall reimburse the Consultant for all reasonable and necessary
expenses actually incurred by the Consultant during his provision of the
Services. The Consultant shall send the invoice, receipt or other
appropriate payment evidence to the Company, together with the invoice to
be provided in accordance with Article 2.2 above. Upon approval in
accordance with the Company expense verification procedures, the Company
shall make reimbursement to the Consultant by the end of each
month.
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3.2
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The
Consultant shall bear any taxes or fees that are levied on the
reimbursement received by the Consultant according to Article 3.1. At the
request of the Company, the Consultant shall present evidence, showing his
fulfilment of these payment obligations, together with the official tax
invoice, issued by the competent taxation authority to the Company within
15 days after his receipt of such request from the
Company.
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3.3
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Notwithstanding
Article 3.2 above, the Company shall have the right to withhold any tax or
expense from its payments to the Consultant where it is required under
applicable law.
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4.
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Termination
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4.1
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Either
Party may terminate this Agreement for any reason upon providing the other
Party with 30 day’s prior written
notice.
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4.2
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The
Company is entitled to terminate this Agreement immediately by giving the
Consultant written notice, in case any of the following events
occurs:
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3
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(a)
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The
Consultant commits fraud, malpractice or gross
negligence;
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(b)
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The
Consultant materially breaches a fiduciary
duty;
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(c)
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A
conflict of interest between the Consultant or the relatives of the
Consultant and the Company;
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(d)
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The
Consultant is suspected of any crime or administrative violation;
or
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(e)
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The
Consultant commits a material breach of this
Agreement.
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4.3
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Unless
otherwise instructed by the Company, upon termination of this Agreement,
the Consultant shall return to the Company all books, data, notes,
archives, records, documents or any other materials belonging to the
Company, or any affiliated enterprise of the Company as instructed by the
Company. The Consultant shall not make or retain any copy of these
materials.
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5.
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Confidentiality
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5.1
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The
Consultant shall not, either during or after his performance of this
Agreement, divulge or disclose to any person, directly or indirectly, any
confidential information in connection with the Company or any affiliate
of the Company which may have come to the Consultant’s knowledge during
his service with the Company; and the Consultant shall, both during and
after his performance of this Agreement, take all reasonable precautions
to keep all such information
secret.
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6.
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Non-competition
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6.1
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During
the performance of this Agreement, the Consultant shall not engage, in any
manner, in any activities that will directly or indirectly compete against
the businesses of the Company.
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7.
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Governing
Law
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This
Agreement shall be governed by Nevada law.
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8.
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Settlement
of Dispute
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Any
dispute arising from or in connection with this Agreement, including any
question regarding its existence, validity or termination, shall be referred to
and finally resolved by courts of competent jurisdiction in Nevada.
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9.
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Miscellaneous
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9.1
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If
any provision of this Agreement is held illegal, invalid, or
unenforceable, such provision will be deemed severed and the remainder of
this Agreement will remain binding on the Parties as though the illegal,
invalid or unenforceable provision has not been
included.
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9.2
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This
Agreement together with any documents referred to in this Agreement sets
out the entire agreement and understanding between the Parties and
supersedes all prior agreements, understandings or arrangements (oral or
written) in respect of this matter.
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9.3
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Any
waiver by the Company of a breach of any provisions of this Agreement
shall not operate or be construed as a waiver of any subsequent breach of
such provision or any other provision
hereof.
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9.4
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This
Agreement is made in two original counterparts. Each Party holds one
original copy.
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9.5
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This
Agreement is made and executed in English language
only.
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Far
East Wind Power Corp.
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Liu
Xiaobu
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/s/
James
Crane
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/s/
Liu
Xiaobu
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James
Crane
Chief
Financial Officer
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Date:
9/15/10
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Date:
9/15/10
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