WONDER AUTO LIMITED No. 56 Lingxi Street Taihe District Jinzhou City, Liaoning People’s Republic of China, 121013
WONDER
AUTO LIMITED
No.
56
Lingxi Street
Taihe
District
Jinzhou
City, Liaoning
People’▇
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June
21,
2006
By
Hand Delivery
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Dear
▇▇.
▇▇▇▇:
The
purpose of this letter agreement (the “Agreement”) is to confirm your employment
arrangement with WONDER AUTO LIMITED (the “Company”), on the following terms and
conditions:
1. Duties.
You
will be employed as the Chief Executive Officer and Director, subject to the
supervision of the board of directors. Your duties will include,
but
not
be limited to, developing and implementing the overall strategic direction
of
the Company and implementing the Company’s business plan as the most senior
executive officer of the Company. You shall devote your entire business time,
energies, attention and abilities to the business of Company unless otherwise
authorized by the board of directors. During your employment by Company, you
shall not engage in any activity or have any business interest which in any
manner interferes with the proper performance of your duties, conflicts with
the
interest of Company or brings into disrepute the business reputation of
Company.
2. Salary.
Your
salary will be at the rate of Ninety Thousand Dollars ($90,000) per year, to
be
paid in monthly installments or otherwise in accordance with Company’s normal
payroll practices.
3. Bonus.
You
shall be eligible for a bonus, which will be payable in the sole discretion
of
Company based upon your performance and the Company’s performance during any
year of your employment with the Company.
4. Term
of Employment.
You
will be an employee-at-will. This means that either you or Company may end
your
employment at any time, with or without cause, and with or without
notice.
5. Vacation.
You
shall be entitled to twenty paid vacation days. You may not take more than
10
vacation days consecutively. Vacation days will not be carried over to future
years of employment.
6. Incentive
and Other Plans.
You
will be entitled to participate in such pension, 401(k), major medical, life
insurance and other plans and benefit programs as may be made available from
time to time to employees of Company having responsibilities comparable to
yours
and under the terms of which you are eligible to participate.
7. Company
Policies.
You
shall at all times be subject to and comply with policies, rules and procedures
of Company then in effect, including without limitation with respect to hours
of
work, holidays, vacation and sick leave and pay, conflict of interest, improper
payments, political contributions and payments to government
officials.
8. Patents.
You
hereby assign to Company all rights to any inventions, techniques, processes,
concepts, ideas, programs, source codes, formulae, research and development
and
marketing plans, whether or not patentable or copyrightable, made, conceived
or
reduced to practice by you during the course of your employment by
Company.
9. Covenants.
During
your employment by Company and at all times thereafter, you shall not (a)
disrupt, disparage, impair or interfere with the business of Company or (b)
disclose to anyone else, directly or indirectly, any proprietary or business
sensitive information concerning the business of Company or use, or permit
or
assist, by acquiescence or otherwise, anyone else to use, directly or
indirectly, any such information. Such information shall include all information
to the extent not generally known to the public which, if released to
unauthorized persons, could be detrimental to the reputation or business
interests of Company or parties with which Company contracts or which would
permit such person to benefit improperly.
10. Company
Property.
Upon
termination of your employment for any reason, you shall promptly deliver to
Company all property belonging to Company and shall not retain any copies of
any
correspondence, reports, lists or other documents relating in any way to the
affairs of Company or its clients.
11. Non-Solicitation.
During
the term of your employment by Company and for a period of twelve months
following the termination of your employment, whether voluntary or involuntary,
you shall not, directly or indirectly:
(a) solicit
customers or business patronage which results in competition with the business
of Company or any of its affiliates, or
(b) approach
or attempt to induce any person who is then in the employ of Company to leave
the employ of Company or employ or attempt to employ any person who was in
the
employ of Company at any time during the prior twelve months.
12. Notices.All
notices hereunder shall be to the parties’ addresses set forth above for the
Company and on the Signature Page for you, in writing and given by registered
or
certified mail, return receipt requested, postage and registration fees prepaid,
and shall be deemed given when so mailed. The addresses set forth herein may
be
changed by notice given in the manner set forth in this Section.
13. Miscellaneous.
This
Agreement (a) shall be governed by, and construed in accordance with, the laws
of the British Virgin Islands, without regard for the conflict of laws
principles thereof, (b) shall inure to the benefit of, and shall be binding
upon, the parties hereto and their respective heirs, legal representatives
and
assigns, (c) may not be changed orally but only by an agreement in writing
signed by the party against whom any waiver, change, amendment, notification
or
discharge is sought, and (d) contains the entire agreement between the parties
hereto with respect to the subject matter hereof and supersedes all prior
agreements, oral or written, between the parties hereto. The invalidity of
all
or any part of any section of this Agreement shall not render invalid the
remainder of this Agreement. If any provision of this Agreement is so broad
as
to be unenforceable, such provision shall be interpreted to be only so broad
as
is enforceable.
Very
truly yours,
WONDER
AUTO LIMITED
By:/s/
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Name:
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Title:
CEO and Chairman
ACCEPTED
AND AGREED TO
AS
OF THE
DATE FIRST ABOVE
WRITTEN:
/s/
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Address:
c/o
Wonder Auto Limited
No.
56
Lingxi Street
Taihe
District
Jinzhou
City, Liaoning
People’s
Republic of China, 121013