Exhibit 10.36
DATED NOVEMBER 12, 2004
NINETOWNS DIGITAL WORLD TRADE
HOLDINGS LIMITED
AND
▇▇▇▇ ▇▇▇ ▇▇▇▇
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SERVICE AGREEMENT
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AN AGREEMENT made on November 12, 2004
BETWEEN
(1) NINETOWNS DIGITAL WORLD TRADE HOLDINGS LIMITED, a company established under
the laws of the Cayman Islands with limited liability and having its
registered office at Century Yard, Cricket Square, ▇▇▇▇▇▇▇▇ Drive, P.O. Box
2681 GT, ▇▇▇▇▇▇ Town, Grand Cayman, British West Indies, and registered as
an overseas company in Hong Kong having its principal place of business in
Hong Kong at Units ▇▇▇▇-▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇
▇▇▇▇ ("COMPANY"); and
(2) ▇▇▇▇ ▇▇▇ ▇▇▇▇ ("EMPLOYEE").
IT IS AGREED as follows:
1. INTERPRETATION
1.1 In this Agreement the following expressions shall have the following
meanings, except where the context otherwise requires:
"ASSOCIATED COMPANY" means any company which is:
(a) a company having an ordinary share capital
of which not less than twenty percent (20%)
is owned directly or indirectly by the
Company;
(b) a holding company of the Company or a
subsidiary of any such holding company; or
(c) a company to which the Company or any of its
subsidiaries (as defined in the Companies
Ordinance, Cap.32) renders managerial,
administrative or technical services in the
ordinary course of its business;
"BOARD OF DIRECTORS" means the directors for the time being of
the Company including any duly appointed
committee of such directors;
"CALENDAR YEAR" means each period commencing on 1 January
and ending on 31 December, inclusive;
"CONFIDENTIAL means:
INFORMATION"
(a) trade secrets or other confidential
information of the Company, including in
particular lists or details of customers and
clients of the Company or any Associated
Company and/or
(b) the proprietary information (including any
Intellectual Property and/or Information
Technology owned or licensed by a Group
Company), observations and data obtained by
the Employee whilst employed by the Company
concerning the organization, business,
technology, finance, transactions or affairs
of the Company or any Associated Company;
"FINANCIAL YEAR" means any year or other period for which
accounts of the Company are made up and
audited;
"GROUP" means the Company and all its Associated
Companies;
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"GROUP COMPANY" means any company within the Group,
including the Company;
"HONG KONG" means the Hong Kong Special Administrative
Region of the People's Republic of China;
"INFORMATION means computer hardware, software, networks
TECHNOLOGY" and/or other information technology and any
aspect or asset of a business which relies
on computer hardware, software, networks
and/or other information technology
(including, without limitation, development,
security, disaster recovery, EDI, source
code escrow, computer bureau services,
maintenance and support, facilities
management, website, domain name and
outsourcing agreements) whether embedded or
otherwise;
"INTELLECTUAL PROPERTY" means trade marks, service marks, trade or
business names or signs, logos, get-up,
patents, inventions, registered and
unregistered design rights, copyrights
(including rights in computer software),
semi-conductor topography rights, database
rights and all similar proprietary rights
which may subsist in any part of the world
(including know-how) including, where such
rights are obtained or enhanced by
registration, any registration of such
rights and applications and rights to apply
for such registrations;
"INVENTION" means any discovery, technique, design,
formula, method of manufacture, invention,
secret process or improvement in procedure,
whether patentable or not;
"PRC" means the People's Republic of China;
"TERM" means such period as will expire on the
earlier of either:
(a) four years from the date when this
Agreement commences; or
(b) such date where the Agreement is
lawfully and validly terminated under
the terms of this Agreement.
1.2 References to Clauses are references to clauses or sub-clauses of this
Agreement.
1.3 Headings are for ease of reference only and do not form part of this
Agreement.
1.4 References to (or to any specific provision of) this Agreement or any other
document shall be construed as references to this Agreement, that provision
or that other document as amended, varied, modified or supplemented from
time to time.
1.5 Reference to a Schedule is to a schedule of this Agreement unless otherwise
stated. Schedules form part of this Agreement.
1.6 Reference to the neuter gender shall include the masculine and feminine and
vice versa, and references to the singular number shall include the plural
and vice versa.
2. APPOINTMENT
2.1 This contract supersedes the previous service contract entered into between
the Group and the Employee.
2.2 The Company hereby agrees to employ the Employee, and the Employee hereby
agrees to act, as the Senior Vice President of the Company or in such other
office or offices as the Company may from time to time direct in accordance
with the terms and conditions hereof.
2.3 The Employee accepts that the Company may, at its discretion, require him
to perform other
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duties or tasks not within the scope of his normal duties hereunder and the
Employee shall perform those duties and/or undertake those tasks as if they
were specifically required under this Agreement.
3. TERM
The Term shall commence on the date hereof and shall continue until the
expiry of the Term or until earlier terminated by either party giving to
the other written notice in accordance with CLAUSE 10.
4. DUTIES
4.1 The Employee shall, during the Term:
4.5.1 responsible for the research and development of the Company's
products;
4.5.2 devote the whole of his time, attention and skill to the duties of
his office;
4.5.3 faithfully and diligently perform such duties and exercise such
powers as may from time to time be assigned to or vested in him;
4.5.4 obey all reasonable and lawful instructions and directions given to
him by or under the authority of the Board of Directors;
4.5.5 act at all times in a civil manner and shall be punctual, sober,
conscientious and loyal in carrying out his duties; and
4.5.6 generally, do all things possible to promote, develop and extend the
business and interests of the Company and its Associated Companies
and the Group.
4.2 The Employee may be required in pursuance of his duties hereunder to
perform services not only for the Company but also for any of its
Associated Companies and without further remuneration (except as otherwise
agreed) to accept such offices in such of its Associated Companies as the
Company may from time to time reasonably require.
4.3 The Employee hereby agrees that the Company shall be entitled from time to
time, without any further consent from the Employee, to second the Employee
to the employment of any Associated Company of the Company without
prejudice to the rights of the Employee under this Agreement and that the
Company shall be at liberty from time to time to appoint any other person
or persons to act jointly with the Employee whether in such secondment or
in his normal duties hereunder or otherwise.
4.4 The Employee shall not during the Term (except as a representative of the
Company or with the prior consent in writing of the Board of Directors):
4.4.1 be directly or indirectly engaged or concerned in the conduct of any
business, whether or not such business is competing in any material
respect with the business for the time being of the Company or of
any of its Associated Companies; or
4.4.2 be directly or indirectly interested in any such business save
through his holding or being interested in investments (quoted or
unquoted) representing not more than five percent (5%) of the issued
investments of any class of any one such company.
4.5 The Employee shall not and shall not permit any member of his family to,
demand, receive or obtain directly or indirectly:
4.5.1 any discount, rebate or commission in respect of any sale and
purchase of goods effected or other business transacted (whether or
not by him) by or on behalf of any Group Companies; or
4.5.2 from any third party, any gifts, benefits or advantages offered or
given to the Employee or any member of his family, as the case may
be, by reason of his employment with the Company,
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and if he or a member of his family (or any firm or company in which
he or a member of his family is interested) obtains any such
discount, rebate commission, gift, benefit or advantage, the Employee
shall (in addition to the other rights of the Company hereunder in
respect thereof) account to the Company for the amount or value
received.
5. CONFIDENTIALITY
5.1 The Employee acknowledges that:
5.1.1 he has been advised by the Company that it would not have entered
into this Agreement unless assured of the confidentiality covenants
contained in this CLAUSE 5 which, the Employee acknowledges, are
essential to protect the business and goodwill of the Company; and
5.1.2 the Confidential Information is the property of the Company or such
Associated Company.
5.2 The Employee agrees that he shall not disclose, divulge or communicate to
any unauthorized person or use for his own account, or through any failure
to exercise all due care and diligence cause any unauthorised disclosure
of, any Confidential Information unless and to the extent that the Employee
may, after giving prior notice to the Company to the extent practicable
under the circumstances and subject to any practicable arrangements to
protect confidentiality, disclose such matters to the extent required by
applicable laws or governmental regulations or judicial or regulatory
process or in connection with any judicial process or arbitration regarding
any legal action, suit or proceeding arising out of or relating to this
Agreement or the business of the Company or any Associated Company.
5.3 The provisions of this CLAUSE 5 shall apply mutatis mutandis in relation to
each of the Associated Companies, to trade secrets or confidential
information which the Employee may have received or obtained while in the
service of the Company, and the Employee shall further, upon the request of
any such company, enter into a separate agreement or undertaking with such
Associated Company to the like effect.
5.4 The Employee acknowledges that the terms of this Agreement (and any
amendments or variations thereof) are confidential in nature and agrees
that he shall not disclose or use the terms of this Agreement or any part
thereof for any purpose which may adversely affect the business of the
Company.
6. REMUNERATION
6.1 The Company shall pay to the Employee during the continuance of his
employment hereunder a salary at the rate specified in SCHEDULE 1 (or such
higher rate as may, from time to time, be agreed in accordance with CLAUSE
15.7). In the event of any increase of basic salary being so agreed or
notified, the increase shall thereafter have effect as if it were
specifically provided for as a term of this Agreement. Such basic salary
shall be inclusive of all sums receivable by the Employee from the Company
or any of its Associated Companies, excluding benefits outlined in CLAUSE
6.2. The basic salary shall be payable in arrears on the last working day
of each month.
6.2 The Employee shall also be entitled to the benefits set out in SCHEDULE 2,
which may, from time to time, be varied in accordance with CLAUSE 15.7.
6.3 The Employee's total compensation (as set out in CLAUSE 6.1 and CLAUSE 6.2)
may be reviewed by the Board of Directors at the end of each financial
year. Any change of the Employee's compensation shall, from time to time,
be agreed in accordance with CLAUSE 15.7.
6.4 So far as is permitted by law, the Company shall be entitled at any time to
deduct from the Employee's remuneration hereunder any monies due from him
to the Company including, but not limited to, any outstanding loans,
advances, the cost of repairing any damage to or loss of the Company's
property caused by him (and of recovering the same) and any other monies
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owed by him to the Company.
6.5 The Company shall, against production of receipts and vouchers if
requested, reimburse the Employee all necessary and reasonable expenses
(including travel, hotel, entertainment and other out-of-pocket expenses):
6.5.1 up to but not exceeding HK$1,000 (or equivalent if in foreign
currency); or
6.5.2 exceeding HK$1,000 (or equivalent if in foreign currency), incurred
with the Company's prior consent if such expenses,
properly incurred in the performance of his duties pursuant to this
Agreement.
6.6 For the avoidance of doubt, the Employee shall be solely responsible for
the due and prompt payment of all taxes that he may be held liable in Hong
Kong or elsewhere, non-exclusively including, but not limited to, salaries
tax based on his income under this Agreement.
7. PLACE OF WORK
The Employee shall perform his duties at the office of the Company in Hong
Kong, or such other place of business of the Company as the Company may, in
its absolute discretion, from time to time, require the Employee to work.
8. WORKING HOURS AND HOLIDAYS
8.1 The Employee shall personally attend to the business and interests of the
Company during the normal working hours of the Company as determined by the
Company from time to time, and during such other times as the Company may
reasonably require for the Employee to carry out his duties faithfully and
diligently except in case of incapacity through illness or accident.
8.2 The Employee shall be entitled to annual leave as specified in SCHEDULE 3
in each Calendar Year ("ANNUAL LEAVE"). Annual Leave will be allowed and
shall be taken in accordance with the provisions hereof following written
requests therefor by the Employee.
8.3 The Employee shall abide by such rules and policies as the Company may,
from time to time, implement and notify to the Employee in regards to the
Employee's attendance at the office of the Company during periods of
extreme weather conditions in Hong Kong, including the hoisting of
rainstorm and typhoon warnings by the Hong Kong Observatory.
9. INVENTIONS
9.1 The Employee acknowledges that the nature of his duties, and the particular
responsibilities arising therefrom, are such that he has a special
obligation within the meaning of S57 of the Patents Ordinance, Cap 514 to
further the interest of the Company's undertakings. Accordingly, any
Invention made or discovered by the Employee or jointly with others, wholly
or substantially in the course of the Employee's normal duties or of duties
specifically assigned to the Employee, or in the course of duties falling
outside his normal duties, but specifically assigned to the Employee, must
immediately be disclosed to the Company and all rights in such Inventions
shall be and become the absolute property of the Company and shall not be
disclosed to any other person or entity without the consent of the Company
being previously obtained, which, if given, may be subject to conditions.
9.2 The Employee shall whenever requested to do so (whether during or after the
termination of this Agreement) promptly disclose and deliver to the Company
all information and data in the Employee's possession, necessary to enable
the Company to have a full understanding of the Invention. The Employee
agrees to execute all documents and to do all things that may, in the
opinion of the Company, be necessary to enable the Company or its nominees
to obtain patent, design, or other intellectual property protection of the
Invention in Hong Kong or any other part of the world. The Employee also
agrees to vest such patent, design or other intellectual property
protection, when obtained, and all right and title to and interest in the
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same in the Company or its nominees absolutely and as sole beneficial
owner.
9.3 The Employee hereby irrevocably appoints the Company to be the Employee's
attorney in his name and on his behalf to execute and do any such acts,
matters, documents or things as mentioned above and generally to use his
name for the purpose of giving to the Company (or its nominees) the full
benefit of the provisions of this CLAUSE 9, in favour of any third party.
A certificate in writing signed by the Employee or the Company that any
instrument or act falls within the authority conferred upon the Company by
this CLAUSE 9.3 shall be conclusive evidence that such is the case.
9.4 The Company shall be under no obligation to apply for or to seek to obtain
patent, design or other intellectual property protection in relation to
any such Invention or in any way to use, exploit or seek to benefit from
such Inventions.
9.5 The provisions of this CLAUSE 9 shall not be read or construed as
purporting to exclude or limit the operation of S60 of the Patents
Ordinance, Cap 514 (as the same may be amended from time to time).
9.6 The Employee agrees to give the Company not less than thirty (30) days'
prior notice in writing of any application proposed to be made by the
Employee or on the Employee's behalf pursuant to S58 of the Patents
Ordinance, Cap 514 (as the same may be amended from time to time) for
compensation in respect of any such Invention for which a patent has been
granted.
9.8 The copyright and all rights in the nature of copyright to any work
created by the Employee during his employment, including but not limited
to written works, computer programs, designs, trade marks (whether or not
in conjunction with another party) in connection with, affecting or
otherwise related to the business of the Company or an Associated Company
shall belong to the Company, which shall among other things have the full
right to use, transfer and/or alter any such work. The Employee waives his
right, or agrees not to enforce, any moral or other intellectual property
rights which the Employee may have in such works. The Employee will not
infringe any rights in such works and will notify the Company immediately
of any circumstances where such rights may have been infringed.
9.9 Any trade ▇▇▇▇, design or copyright to works created by the Employee
during his employment (and whether or not in conjunction with a third
party) in connection with, affecting or relating to the business of the
Company or Associated Companies or capable of being used or adapted for
use in the Company or Associated Companies, must immediately be disclosed
to the Company.
9.10 The Employee further agrees to waive any right to compensation in respect
of any such work which is exploited by the Company or by someone else with
the Company's permission in a way that could not reasonably have been
contemplated by the Company and the Employee at the time of making the
work.
9.11 The Employee agrees that he will, at the Company's expense and upon
request (whether during or after the termination of the employment)
execute such documents as may be necessary to implement the provisions of
this CLAUSE 9 and vest all rights, title and interest in such property in
the Company.
9.12 The Employee shall not, except as provided in this CLAUSE 9 or as may be
necessary in the course of his employment, disclose or make use of any
Invention which is the property of the Company.
9.13 Rights and obligations under this CLAUSE 9 shall continue in force after
the termination of the Agreement in respect of Inventions made during the
Employee's employment hereunder and shall be binding upon the
representatives of the Employee.
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10. TERMINATION
10.1 The employment of the Employee under this Agreement may be terminated only
by the Company summarily and without notice (or payment in lieu of notice)
if the Employee:
10.1.1 is guilty of gross negligence or wilful misconduct in relation to
her employment with the Company;
10.1.2 is guilty of any grave misconduct which in the opinion of the
Company is detrimental to the interests or reputation of the
Company;
10.1.3 is convicted of any criminal offence involving her integrity or
honesty,
10.1.4 becomes an undischarged bankrupt; or
10.1.5 refuses to carry out any decision of the Board or any reasonable
and lawful order given to him by the Board of Directors in the
course of his appointment or fails diligently to attend to his
duties
and will automatically terminate in the event of the death of the
Employee, in which event the employment of the Employee and all salary,
benefits, allowances, commissions and entitlements payable under this
Agreement, or otherwise, shall cease from the date of termination or
payment in lieu of notice as applicable.
10.2 If the employment of the Employee is terminated pursuant to CLAUSE 10.1,
the Company shall not be liable to pay to the Employee any salary,
benefits, allowances, commissions and entitlements in respect of any
period after the date of termination.
10.3 Notwithstanding how the employment of the Employee is terminated the
Company shall not be liable to pay to the Employee any compensation or
similar payment in respect of such termination.
11. EFFECTS OF TERMINATION
11.1 On the termination of this Agreement, howsoever arising, the Employee
shall:
11.1.1 deliver to the Company all documents (including Confidential
Information, correspondence, notes, memoranda, plans, drawings,
records, reports, computer disks, software and other documents and
data of whatsoever nature) made or compiled by or delivered to the
Employee during his employment hereunder and concerning the
business, finances or affairs of any Group Company. For the
avoidance of doubt it is hereby declared that the property in all
such documents as aforesaid shall at all times belong in the
Company; and
11.1.2 at the Company's request, and without compensation or other
payment, resign from all appointments or offices which he holds as
nominee or representative of the Company and if he should fail to
do so within seven days of such request the Company is irrevocably
authorised to appoint some person in his name and on his behalf to
sign any documents or do any things necessary or requisite to give
effect to such resignation(s). Such resignation(s) shall be
without prejudice to any claims which the Employee may have
against the Company arising out of this Agreement or its
termination.
11.2 This CLAUSE 11 shall survive the termination of this Agreement howsoever
arising.
12. NON-SOLICITATION
12.1 The Employee covenants with the Company that he will not for the period of
12 months after ceasing to be employed under this Agreement in connection
with the carrying on of any business in competition with the business of
the Company then being carried on, either on his own behalf or on behalf
of any person firm or company directly or indirectly:
12.1.1 seek to procure orders from or do business with any person firm or
company who has
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at any time done business with the Company or any of the
Associated Companies during the 12 months immediately preceding
the date the Employee ceased employment with the Company; or
12.1.2 endeavour to entice away from the Company any person who has at
any time been employed or engaged by the Company any of the
Associated Companies during the 12 months immediately preceding
the date the Employee ceased employment with the Company, provided
that nothing in this CLAUSE 12 shall prohibit the seeking or
procuring of orders or the doing of business not relating or
similar to the business of the Company then being carried on.
13. NON-COMPETITION
13.1 The Employee covenants with the Company that he will not within the PRC
(which shall include Hong Kong and the Macao SAR) and Taiwan, Republic of
China and for the period of 12 months after ceasing to be employed under
this Agreement either alone or jointly with or as manager agent consultant
or employee of any person firm or company directly or indirectly carry on
or be engaged in any activity or business which shall be in competition
with the Business.
14. NOTICES
14.1 Any notice to be given by a party under this Agreement must be in writing
and must be given by delivery at or sending registered post or other
faster postal service, or facsimile transmission or other means of
telecommunication in permanent written form (provided the addressee has
his or its own facilities for receiving such transmissions) to (in the
case of the Company) its registered office for the time being and (in the
case of the Employee) his last known address or relevant
telecommunications number of the other party.
14.2 Where notice is given by sending in a prescribed manner it shall be deemed
to have been received when, in the ordinary course of the means of
transmission, it would be received by the addressee. To prove the giving
of a notice it shall be sufficient to show it was dispatched. A notice
shall have effect from the sooner of its actual or deemed receipt by the
addressee.
15. GENERAL
15.1 This Agreement is in substitution for all previous contracts of service
between the Company and the Employee which shall be deemed to have been
terminated by mutual consent as from the date on which this Agreement
commences.
15.2 This Agreement constitutes the entire agreement amongst the parties hereto
and supersedes any previous agreements or arrangements (written or oral)
between them relating to the subject matter hereof. Each of the parties
hereto acknowledges that it is not relying on any statements, warranties
or representations given or made by the other party relating to the
subject matter hereof, save as expressly set out in this Agreement.
15.3 No failure or delay by any party in exercising any right, power or remedy
under this Agreement shall operate as a waiver thereof, nor shall any
single or partial exercise of the same preclude any further exercise
thereof or the exercise of any other right, power or remedy. Without
limiting the foregoing, no waiver by any party of any breach of any
provision hereof shall be deemed to be a waiver of any subsequent breach
of that or any other provision hereof. If at any time any provision of
this Agreement is or becomes illegal, invalid or unenforceable in any
respect, the legality, validity and enforceability of the remaining
provisions of this Agreement shall not be affected or impaired thereby.
The rights and remedies provided in this Agreement are cumulative and not
exclusive of any rights or remedies otherwise provided by law.
15.4 If any provision or part of a provision of this Agreement shall be, or be
found by any authority or court of competent jurisdiction to be, illegal,
invalid or unenforceable, such
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illegality, invalidity or unenforceability shall not affect the other
provisions or parts of such provisions of this Agreement, all of which
shall remain in full force and effect.
15.5 While CLAUSE 12 and CLAUSE 13 are considered by the parties to be
reasonable in all the circumstances, it is agreed that if such clauses as
a whole are adjudged to go beyond what is reasonable for the protection of
the confidential information and other legitimate investment interests of
the Company or any Associated Company, and to be unenforceable, but would
be adjudged reasonable if any part or parts thereof were deleted, such
clauses shall apply as if such unreasonable part or parts had been
deleted.
15.6 The parties agree that a construction of this Agreement that results in
all provisions being enforceable is to be preferred to a construction that
does not so result.
15.7 This Agreement may not be modified or varied except by an instrument in
writing signed by both of the parties hereto or their duly authorized
representative.
15.8 This Agreement shall be governed by and construed in accordance with the
laws of Hong Kong. The parties irrevocably agree that the courts of Hong
Kong have non-exclusive jurisdiction to settle any dispute or claim that
arises out of or in connection with this Agreement.
SCHEDULE 1
Basic Salary: RMB 360,000 per annum
SCHEDULE 2
Discretionary Bonus
The Employee shall be eligible to receive a discretionary annual bonus. Payment
of such bonus and the amount (if any) thereof shall be at the entire discretion
of the Company determined by them using such criteria as they consider
appropriate, including, but not limited to, whether the Company has made audited
profits after tax and minority interest but before extraordinary items of over
HK$100 million, the performance of the Group and of the Employee during the
period in question, provided always that such bonus (if any) shall not exceed 1%
of such profits.
Retirement Scheme
The Employee shall have the benefit of participation in the mandatory provident
fund scheme provided by the Company subject to the terms and conditions of such
scheme from time to time in force, and the mandatory payments by the Company
shall not exceed the statutory minimum.
SCHEDULE 3
ANNUAL LEAVE
In addition to statutory holidays, the Employee shall be entitled after
completion of each year of service to 14 working days (including Saturdays) of
Annual Leave, which Annual Leave shall be taken at such time or times as may be
convenient to the Company having regard to the exigencies of the Company's
business, provided that:
1. if the employment of the Employee hereunder is to cease on the completion
of any year of service, the Employee shall be entitled to take the Annual
Leave immediately prior to the end of such year of service, notwithstanding
that at that time such year of service shall not have been completed;
2. if the Employee has taken more Annual Leave during the final year of
employment than has accrued by the termination of this Agreement, the
Employees hereby consents to the Company deducting from his final salary
payment an amount equivalent to such excess
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Annual Leave taken but not accrued, or paying to the Company such amount if
the final salary payment is insufficient for such purpose;
3. if for any reason the Employee shall not have taken his full entitlement of
Annual Leave in any one year he shall not have any claim against the
Company in respect thereof nor, unless the reason is the exigencies of the
Company's business (of which the Company shall be the sole judge), shall he
be entitled to additional Annual Leave in any year in respect of leave not
taken in previous years.
IN WITNESS whereof this Agreement has been entered into the day and year first
before written.
SIGNED by ▇▇▇▇ ▇▇▇▇▇▇ )
for and on behalf of )
NINETOWNS DIGITAL WORLD ) /s/ ▇▇▇▇ ▇▇▇▇▇▇
TRADE HOLDINGS LIMITED --------------------------------
)
SIGNED by )
▇▇▇▇ ▇▇▇ ▇▇▇▇ ) /s/ ▇▇▇▇ ▇▇▇ ▇▇▇▇
--------------------------------
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