Attached files
| file | filename |
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| 8-K - CHINA AGRITECH INC | v203987_8k.htm |
| EX-99.2 - CHINA AGRITECH INC | v203987_ex99-2.htm |
EMPLOYMENT
AGREEMENT
This
EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into effective as of
November 19th 2010
(the “Effective Date”) by and between China Agritech Inc., a Delaware
corporation (the “Company”) and, Ms. Tan Choo Ju , an individual (“Executive”
and, together with the Company, the “Parties”).
WITNESSETH
WHEREAS,
the Company wishes to ensure that it will have the benefits of Executive’s
services on the terms and conditions hereinafter set forth; and
WHEREAS,
Executive desires to work for the Company on the terms and conditions
hereinafter set forth.
NOW,
THEREFORE, in consideration of the various covenants and agreements hereinafter
set forth, the Parties hereto agree as follows:-
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1.
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Employment, Acceptance
and Term
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The
Company hereby employs Executive, and Executive hereby accepts employment with
the Company, for a term commencing on November 19th, 2010, and, unless
sooner terminated in accordance with Paragraph 7 of this Agreement, continuing
until November
18th, 2012
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2.
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Place of
work
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The
normal place of work will be Beijing as it may change from time to time;
provided, however that the Executive shall travel and work both in PRC and
abroad, as may be required for the proper fulfillment of his duties. When the
Executive shall travel and work in other places other than Beijing, approval
needs to be got in accordance with the Company’s requirements and
proceeding.
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3.
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Hours of
Employment
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The
Executive’s normal hours of employment shall be the usual office hours of the
Company that the Company shall from time to time set for each day. The Company
can at any time require the Executive to work such hours outside the normal
hours of employment as considered by the Company at its sole discretion to be
necessary for the efficient discharge of the duties of the
Executive.
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4.
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Titles,
Responsibilities and Reporting
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| During the Term, the Executive shall serve as the Vice President of Finance of the Company. And the Executive shall take the following responsibilities: | |
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(i)
In accordance with US GAAP, the Executive should set up the consolidation
accounting forms and verify the financial reports for the
Company.
(ii)
The Executive should coordinate with external auditor to accomplish
auditing of forms in time.
(iii)
The Executive should compliance and implementation for internal control
and corporate governance in accordance with Sarbanes-Oxley Act
404.
(iv)
In accordance with the arrangement and request of the company, Executive
should coordinate with attorney, auditor, financial advisor and IR firms,
and work out and file the relevant documents in time.
(v)
The Executive should assist CFO in participating in or organizing
financing and operating of capital market.
(vi)
The Executive should participate in examining financial system regulation.
Supervise the financial operating and income and expense of capital of
subordinates.
(vii)
The Executive should participate in examining material financial
decisions. Draft projects of accounting budget.
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| The Executive shall typically report to the chief executive officer and to the board of directors of the Company. |
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5.
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Compensation
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a.
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Salary
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| During the Term, the Company shall pay Executive a base salary of USD 5,750 per month, payable on the last working day of each month. The remuneration package is subject to review at any time as appropriate. When the Executive has gross negligence during the fulfillment of his duties or violates the Company’s rules and regulations, the final amount of salary payable shall be determined in accordance with the Company’s regulation of rewards and punishment of the Company. | ||
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b.
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Taxes
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| The Executive shall be responsible for paying individual income tax upon any of his compensation received from the Company. If the Company is required to withhold or otherwise pay taxes for the Executive, his remuneration will be reduced accordingly. |
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6.
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Benefits
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Expenses
During
the Term, the Company shall promptly reimburse Executive for all reasonable
out-of –pocket expenses actually incurred by him in connection with the
performance of his duties hereunder, upon the Executive’s presentation to the
Company an itemized account of such expenditures, in accordance with the
Company’s system for claiming expenses consistently applied.
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7.
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Termination
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a.
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Termination by the
Executive
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The
Executive may terminate the employment with the Company at any time for any
reason or no reason at all, upon one (1) month’ advance written notice. During
such notice period the Executive shall continue to diligently perform all of his
duties hereunder. The Company shall have the option, in its sole discretion, to
make the Executive’s termination effective at any time prior to the end of such
notice period as long as the Company pays the Executive the salary to which the
Executive is entitled up through the last day of the one (1) month’ notice
period. Thereafter all obligations of the Company shall cease.
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b.
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Termination upon
disability
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| If, during the Term, Executive should become “Totally Disabled”, then, in such event, the Company may terminate Executive’s employment. Such termination of the Term shall become effective five (5) days after the Company gives written notice of such termination to Executive, or to Executive’s spouse or legal representative. If Executive is terminated as aforesaid, Executive shall be entitled to receive the Annual Base Salary through the date of termination. The Company shall pay Executive’s spouse or estate, as the case may be any unpaid reimbursable business expenses incurred through the last day of Executive’s employment by the Company. For purposes of this Agreement, “Totally Disabled” means a physical or mental disability or infirmity of the Executive that prevents the normal performance of substantially all his duties as an employee of the Company, which disability or infirmity exists for any continuous period of 180 days. |
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c.
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Termination without
good reason or with Cause
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| If prior to the expiration of the Term, the Executive’s employment is terminated by the Company for Cause, or the Executive resigns from his employment hereunder other than for good reason, the Executive will be entitled only to payment of his salary as then in effect through and including the date of termination or resignation. Termination for “Cause” means termination of Executive’s employment by the Company because of: | ||
| (i) any act or omission that constitutes a breach by the Executive of any of his obligations under this Agreement or any Company policy or procedure and failure to cure such breach after notice of, and a reasonable opportunity to cure, such breach; | ||
| (ii) the continued willful failure or refusal of the Executive to substantially perform the duties reasonably required of him as an employee of the Company; |
| (iii) an alleged act (with credible substantiated evidence) of moral turpitude, dishonesty, fraud or violation of laws, or criminal conviction of, the Executive which in the determination of the Board (in its sole discretion) would render his continued employment by the Company damaging or detrimental to the Company or its affiliates in any way; or | ||
| (iv) any misappropriation of Company property by the Executive. | ||
| In above-mentioned circumstances, the Executive shall indemnify the Company for all the losses he brings to the Company, and the Company retains all the legal rights to recourse. | ||
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d.
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This Agreement may be
terminated otherwise in accordance with the Laws of Hong Kong
.
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8.
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Acknowledgment of
Company Assets
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The
Executive acknowledges that the Company, at the Company’s expense, has acquired,
created and maintains, and will continue to acquire, create and maintain,
significant goodwill with its current and prospective customers, vendors and
employees, and that such goodwill is valuable property of the Company. The
Executive further acknowledges that to the extent such goodwill will be
generated through the Executive’s efforts, such efforts will be funded by the
Company and the Executive will be fairly compensated for such efforts. The
Executive acknowledges that all goodwill developed by the Executive relative to
the Company’s customers, vendors and employees will be the sole and exclusive
property of the Company and will not be personal to the Executive.
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9.
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Exclusive
Property
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The
Executive confirms that all confidential information is and will remain the
exclusive property of the Company. All business records, papers and documents
kept or made by Executive relating to the business of the Company will be and
remain the property of the Company, except for such papers customarily deemed to
be the personal copies of the Executive. Upon termination of the Executive’s
employment with the Company for any reason, the Executive promptly deliver to
the Company all of the following that are in the Executive’s possession or under
his control: (i) all computers, telecommunication devices and other tangible
property of the Company and it’s Affiliates, and (ii) all documents and other
materials, in whatever form, which include confidential information or which
otherwise relate in whole or in part to the present or prospective business of
the Company or its Affiliates, including but not limited to, drawings, graphs,
charts, specifications, notes, reports, memoranda, and computer disks and tapes,
and all copies thereof.
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10.
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Non-Competition
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For the
period during the Term and of twelve months following the termination of the
employment, the Executive shall not, either alone or jointly with another or
others, whether as principal, agent, consultant, director, partner, shareholder,
employee or in any other capacity, whether directly or indirectly through any
other person, firm or company, and whether for his own benefit or that of
others, save as the beneficial owner of shares or other securities of a body
corporate whose shares are quoted on a recognized stock exchange and which when
aggregated with shares or securities beneficially owned by his spouse, children,
step-children, parents and parents’ children total no more than five percent of
any single class of shares or securities in such body corporate, be engaged or
concerned or interested in or carry on any business conducted in the USA, Hong
Kong and the PRC which competes with any business carried on by the Company or
its affiliates at the date of such termination and in which the Executive was
involved at any time during the last one year of the employment or in relation
to which the Executive acquired any confidential information during the course
of the employment.
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11.
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Binding
Effect
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Except as
otherwise provided herein, this Agreement shall insure to the benefit of, and be
binding upon, the Company and its successors and assigns, and upon Executive and
her executors, administrators, heirs and legal representatives.
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12.
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Arbitration
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Any
dispute, controversy or claim arising out of or relating to this Agreement shall
be settled by binding and final arbitration in Hong Kong under the commercial
arbitration rules of Hong Kong then existing. The decision of the arbitration
shall be final and judgment on the arbitration award may be entered in any court
having jurisdiction of the subject matter over the controversy.
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13.
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Governing
Law
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This
Agreement shall be construed in accordance with and governed by the laws of Hong
Kong.
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14.
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Notices
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Any
notice required or permitted to be given hereunder shall be given in writing and
may give by telex, telegram, facsimile transmission or similar method if
confirmed by mail as herein provided and addressed as follows:
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| If to the Company: |
China
Agritech Inc.
Room
3F, No. 11 Building, Zhonghong International
Business
Garden, Future Business Center
Chaoyang
North Road, Chaoyang District
Beijing
100024
People’s
Republic of China
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If
to Executive:
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Block
C4-303, Jingdi Mingjing, Chaoyang District, Liyuanli Beijie No.2, Beijing,
China
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mail,
return receipt requested; or by hand delivery to any party at the address of the
party first above set forth. If notice, direction or instruction is given by
telex, telegram or facsimile transmission or similar method or by hand delivery,
it shall be deemed to have been given or made on the day on which it was given,
and if mailed, shall be deemed to have been given or made on the third business
day following the day after which it was mailed. Any party may, form time to
time, by like notice given notice of any change of address and in such event,
the address of such party shall be deemed to be changed
accordingly.
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15.
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Entire
Agreement
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This
Agreement constitutes the entire agreement between the Parties with respect to
the subject matter hereof and supersedes any and all prior or contemporaneous
oral and prior written agreements and understandings.
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16.
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Survivability
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The
provisions of this Agreement which by their terms call for performance
subsequent to termination of the Term shall so survive any such
termination.
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17.
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Counterparts
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This
Agreement may be executed in two counterparts and by different parties hereto in
separate counterparts, each of which when executed shall be deemed to be an
original but all of which taken together shall constitute one and the same
agreement.
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IN
WITNESS WEREOF, each of the Parties hereto has duly executed this Agreement as
of the date and year first above written.
CHINA
AGRITECH INC.
A
Delaware corporation
By
: /s/
Chang Yu
Name:
CHANG Yu
Title:
Chairman and CEO
/s/ Tan Choo Ju
Tan Choo
Ju