EXHIBIT 10(C)
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT ("Agreement") is made as of September 1,
1999, between Greenland Corporation, a Nevada corporation (hereinafter
referred to as "Greenland") and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ("Employee").
1. TERM OF EMPLOYMENT
Greenland hereby employs Employee and Employee hereby accepts
employment with Greenland for the period beginning on September 1, 1999, and
terminating on September 1, 2001. Thereafter, this Agreement and Employee's
employment hereunder shall be automatically renewed for a one-year term. As
used herein, the phrase "employment term" refers to the entire period of
employment of Employee by Greenland hereunder; whether for the period
provided above, or terminated earlier as hereinafter provided, or extended by
mutual agreement of Greenland and Employee.
2. DUTIES OF EMPLOYEE
2.01 GENERAL DUTIES. Employee shall serve as a member of
the Board of Directors and General Counsel and Secretary of Greenland.
Notwithstanding the foregoing, the precise services of Employee may be
specified or changed from time to time at the discretion of the Board of
Directors of Greenland provided that any such change shall be consistent with
Section 2.02.
2.02 SPECIFIC DUTIES. Employee's responsibilities shall be
to act as the principal legal officer of Greenland with overall
responsibility for all of the legal activities of Greenland. ▇▇. ▇▇▇▇▇▇ shall
serve as a member of the Board of Directors and on such committees of the
Board of Directors to which he is appointed. ▇▇. ▇▇▇▇▇▇ shall specifically
and without limitation have the responsibility to report to the management of
Greenland regarding legal issues arising in the business and operations of
Greenland.
2.03 DEVOTION OF ENTIRE TIME TO GREENLAND'S BUSINESS.
Employee shall devote his entire productive time, ability and attention to
the business of Greenland during the term of this Agreement. Employee shall
not directly or indirectly render any services of a business, commercial, or
professional nature to any other person or organization, whether for
compensation or otherwise, without the prior written consent of the Board of
Directors of Greenland. Those entities or organizations which the Board of
Directors approve and the nature of the service to such entity which is
approved shall be listed on Exhibit "A" to this agreement, which shall be
signed by a member of the Board of Directors. In addition, Employee may
participate in social, civic or professional associations, provided such
activities do not compete directly with the business of Greenland and such
activities do not interfere materially with the performance of Employee's
duties under this Agreement. Notwithstanding the foregoing, this paragraph
shall not be construed as preventing Employee from investing his assets in
such other manner as will not require anything other than incidental services
on the part of Employee in the operation of the affairs of any entity in
which the investments are made.
2.04 UNIQUENESS OF EMPLOYEE'S SERVICES. Employee hereby
agrees the services to be performed by him under the terms of this Agreement
are of special, unique, unusual, extraordinary, and intellectual character
which gives them a peculiar value, the loss of which cannot be reasonably or
adequately compensated by monetary damages in an action at law. Employee
therefore expressly agrees that Greenland, in addition to any other rights or
remedies which Greenland may possess, shall be entitled to injunctive and
other equitable relief to prevent a breach of this Agreement by Employee.
2.05 LOYAL AND CONSCIENTIOUS PERFORMANCE OF DUTIES.
Employee agrees, to the best of his ability and experience, he will at all
times loyally and conscientiously perform all of the duties and obligations
either expressly or implicitly required of him by the terms of this Agreement.
3. COMPENSATION OF EMPLOYEE
3.01 BASE SALARY. As compensation for services hereunder,
Greenland shall pay Employee a base salary ("Base Salary") of One Hundred
Forty Four Thousand Dollars ($144,000.00) per year for the period beginning
on September 1, 1999, and terminating on September 1, 2001. The Base Salary
shall be payable in accordance with the normal payroll practices of the
Company then in effect. The Base Salary and all other forms of compensation
paid to Employee hereunder shall be subject to all applicable taxes required
to be withheld by the Company pursuant to federal, state or local law. The
Base Salary shall be increased by a minimum of 10% of such Base Salary at
each year's anniversary hereof, and in addition thereto the Company in its
sole discretion may also increase the Base Salary from time to time as
determined by the Board or a committee of the Board.
3.02 BONUS. In addition to the Base Salary above, Employee
shall receive a bonus equal to 25% of his Base Salary upon Greenland shipping 50
check cashing machines; a bonus equal to 50% of his Base Salary upon Greenland
shipping a total of 100 check cashing machines; a bonus equal to 75% of his Base
Salary upon Greenland shipping a total of 200 check cashing machines; and
Employee shall receive a bonus equal to 100% of his Base Salary upon Greenland
shipping 500 check cashing machines. Employee shall also be entitled to
participation in any other bonus program in effect for Greenland during the
employment term.
4. EMPLOYEE BENEFITS
4.01 MEDICAL, VISION, DENTAL INSURANCE COVERAGE. Greenland
agrees to include Employee in any hospital, surgical, and medical, vision and
dental benefit plan adopted by Greenland for other employees, at no cost to
Employee, and to include Employee in all additional medical and dental benefit
plans provided to other executives of Greenland. To the extent Employee
qualifies for required COBRA health continuation coverage ("COBRA Coverage")
upon termination of his employment, and for a period of twelve months
thereafter, Employee shall be entitled to receive COBRA Coverage at no cost to
Employee except if Employee is terminated for Cause.
4.02 AUTOMOBILE ALLOWANCE. Upon Greenland's receipt of Five
Million Dollars ($5,000,000.00) in revenue from operations, and continuing
thereafter during the employment
term, Greenland shall provide Employee with a monthly automobile allowance of
$500 per month.
4.03 OTHER FRINGE BENEFITS. Employee shall be entitled to any
and all other fringe benefits which Greenland provides for its other executive
employees and for which Employee is qualified, including pension or profit
sharing, stock option and related awards, and vacation and sick leave.
5. BUSINESS EXPENSES
5.01 ENTERTAINMENT EXPENSES. The services required by
Greenland require Employee to incur entertainment expenses on behalf of
Greenland. Greenland will promptly reimburse Employee for all reasonable
business expenses incurred by Employee in promoting the business of Greenland,
including expenditures for entertainment, gifts and travel upon presentation of
supporting receipts which comply with Greenland's expense reimbursement policies
in effect from time to time.
5.02 OTHER BUSINESS EXPENSES. Greenland will promptly
reimburse Employee for all other business expenses reasonably incurred by
Employee in connection with the business of Greenland, provided, however,
unusual business expenses including without limitation first class travel, and a
private office must be approved by the Chief Financial Officer prior to Employee
incurring such expenses.
6. TERMINATION OF EMPLOYMENT
6.01 EFFECT OF TERMINATION. Employee's employment hereunder
may be terminated by Employee or Greenland as provided in this Section 6 without
further obligation or liability except as expressly provided herein.
6.02 RESIGNATION, RETIREMENT, DEATH OR DISABILITY.
Employee's employment hereunder shall be terminated at any time by Employee's
resignation (other than by Resignation for Good Reason) or by Employee's
retirement at or after attainment of age 60 ("Retirement"), death or his
inability to perform his duties under this Agreement because of a physical or
mental illness ("Disability"). Disability for purposes of this Agreement
shall mean mental or physical incapacity or both, reasonably determined by
the Board of Directors of Greenland based upon a certificate of such
incapacity by Employee's regular physician, rendering Employee unable to
perform substantially all of his duties herein after a period of 90
consecutive days, or a period of 120 days in any calendar year.
6.03 TERMINATION FOR CAUSE. Employee's employment hereunder
may be terminated for Cause. "Cause" shall mean: (i) conviction of a felony
by a court of competent jurisdiction; (ii) material breach of any provision
of this Agreement or any employment policies of Greenland as the same may be
adopted from time to time; (iii) breach of Employee's fiduciary duties of
loyalty and care to Greenland including the appropriation of a material
business opportunity of Greenland; (iv) failure to diligently follow lawful
directions of the Board of Directors to act or refrain from acting; and (v)
wilful misconduct or the failure to discharge his duties in the manner
required of other similarly situated officers in the same industry.
Notwithstanding the foregoing, Employee shall not be terminated for Cause
pursuant to this Section 6.03 unless and until (i) Employee has received
notice of a proposed termination for Cause, which notice states in reasonable
detail the basis for the termination, (ii) Employee has had an opportunity to
be heard before at least a majority of the members of the Board of Directors,
and (iii) Employee has been provided a period of 30 days to cure the cause of
such termination, if such termination is capable of being cured. Employee
shall have the opportunity to be represented by counsel at any such hearing
before the Board of Directors regarding his termination. Employee shall be
deemed to have had such an opportunity if given written notice at least 14
days in advance of such meeting.
6.04 TERMINATION WITHOUT CAUSE. Employee's employment
hereunder shall be terminated without cause upon ninety (90) days notice for any
reason, subject to the payment of any amounts required by Section 7 herein.
6.05 EXPIRATION. Employee's employment hereunder shall be
terminated upon expiration of the employment term as provided in Section 1.
6.06 RESIGNATION FOR GOOD REASON. Following a Change of
Control, as defined in Section 7.04(b), during the employment term Employee may
regard Employee's employment as being constructively terminated and may,
therefore, resign within ninety (90) days of Employee's discovery of any one of
the following events which will constitute "Good Reason" for such resignation:
(a) Without Employee's express written consent, the assignment to
Employee of any duties materially inconsistent with Employee's position,
duties, responsibilities and status with Greenland immediately prior to the
Change in Control, or any subsequent removal of Employee from or any failure
to re-elect Employee to any such position;
(b) A material reduction by Greenland of Employee's Base Salary and
such additional compensatory benefits which are provided to Employee;
(c) Any purported termination of Employee's employment by Greenland
or the Board of Directors which is not effected pursuant to the requirements
of this Section 6 with respect to Death, Retirement, Disability or
Termination for Cause; and
(d) Failure of Greenland to renew the Agreement pursuant to Section 1.
7. PAYMENTS TO EMPLOYEE UPON TERMINATION
7.01 DEATH, DISABILITY OR RETIREMENT. In the event of
Employee's Retirement, death or Disability, all benefits generally available
to Greenland's employees as of the date of such an event shall be payable to
Employee or Employee's estate without reduction, in accordance with the terms
of any plan, contract, understanding or arrangement forming the basis for
such payment. Employee shall be entitled to such other payments as might
arise from any other plan, contract, understanding or arrangement between
Employee and Greenland at the time of any such event.
7.02 TERMINATION FOR CAUSE OR RESIGNATION WITHOUT GOOD REASON.
In the event Employee is terminated by Greenland for Cause or Employee resigns
for other than Good Reason, neither Greenland nor an affiliate shall have any
further obligation to Employee under this Agreement or otherwise, except to the
extent provided in any other plan, contract, understanding or arrangement, or
Section 8 or as may be expressly required by law.
7.03 TERMINATION WITHOUT CAUSE. Except to the extent a greater
amount is payable to Employee pursuant to Section 7.04, upon the occurrence of a
termination without Cause, whether prior to or following the occurrence of a
Change in Control, as defined in Section 7.04(b), Greenland shall pay to
Employee, or in the event of Employee's subsequent death, to Employee's
surviving spouse, or if none, to Employee's estate, as severance pay or
liquidated damages, or both, a lump sum payment equal to the Base Salary owed,
if any, for the remaining term of this Agreement (and any additional
compensation to which he is entitled herein) provided, however, such payment
shall be paid only if Employee executes a general release of claims in a form
acceptable to Greenland releasing any and all claims Employee has against
Greenland arising out of his employment or the termination of said employment
and does not revoke the release pursuant to its terms. Such payment shall be
made not later than the fifth (5th) day following such termination without
cause.
7.04 TERMINATION WITHOUT CAUSE OR RESIGNATION FOR GOOD REASON AFTER A
CHANGE IN CONTROL.
(a) If in the one (1) year period following a Change in Control, as
defined below, Employee: (i) resigns for Good Reason; or (ii) is terminated
without Cause, Greenland shall pay to Employee, as severance pay or liquidated
damages, or both, a lump sum payment ("Severance Payment") equal to two hundred
percent (200%) of Employee's average annual Base Salary and all bonuses received
for the five (5) year period immediately preceding the Severance Payment, or
such greater amount as the Board of Directors shall provide from time to time
pursuant to terms which may not be revoked or reduced thereafter, provided,
however, Employee must execute a general release of claims in a form acceptable
to Greenland releasing any and all claims Employee has against Greenland arising
out of his employment or the termination of said employment and Employee may not
revoke the release pursuant to its terms before he shall be paid any Severance
Payment pursuant to this Section 7.04. However, the total of any payment
pursuant to this Section 7.04(a) shall be limited solely to the extent
necessary, in the opinion of legal counsel acceptable to Employee and Greenland,
to avoid the payment of an "excess parachute" payment within the meaning of
Internal Revenue Code Section 280G of any similar successor provision.
The Severance Payment shall be made not later than the fifth (5th) day
following the date of termination without Cause or resignation for Good Reason;
provided, however, that if the amount of such payments cannot be finally
determined on or before such date, Greenland shall pay to Employee on such date
a good faith estimate of the minimum amount of such payments, and shall pay the
remainder of such payments (together with interest at the rate provided in
Internal Revenue Code Section 1274(b)(2)(B) of the Code), as soon as the amount
thereof can be determined, but in no event later than the thirtieth (30th) day
after the applicable termination date. The Chief Financial Officer of Greenland
shall calculate the good faith estimate of such payments, and Greenland shall
provide reasonable written documentation
regarding its good faith estimate of the minimum amount of such payments. In
the event the amount of the estimated payments exceeds the amount
subsequently determined to have been due, such excess shall constitute a loan
by Greenland payable on the fifth (5th) day after receipt by Employee of a
written demand for payment from Greenland (together with interest calculated
as above) accompanied by reasonable documentation from Greenland setting
forth the calculation of such excess.
(b) For the purposes of this Agreement, a "Change of Control" means,
and shall be deemed to have taken place, if: (i) any person or entity or
group of affiliated persons or entities, including a group which is deemed a
"person" by Section 13(d)(3) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), after the date hereof first acquires in one or
more transactions, at least one of which is after the date of this Agreement,
ownership of 25% or more of the outstanding shares of stock entitled to vote
in the election of directors of Greenland; and (ii) as a result of, or in
connection with, any such acquisition or any related proxy contest, cash
tender or exchange offer, merger or other business combination, sale of all
or substantially all of the assets of Greenland or any combination of the
foregoing transactions (other than a transaction unanimously approved by the
members of the Board of Directors voting thereon), hereinafter referred to as
a "Transaction," the members of the Board of Directors as it was constituted
on September 1, 1999, shall cease to constitute a majority of the membership
of the Board of Directors or any successor to Greenland during the period
commencing with the consummation of the Transaction and ending on the first
to occur of: the first anniversary of such date, or the conclusion of the
next meeting of shareholders to elect directors, except to the extent that
any new directors during such period were elected or nominated by at least a
majority of the members of the Board of Directors as it was constituted on
September 1, 1999, as a group as directors (or new directors who were so
nominated or elected). "Ownership" means beneficial or record ownership,
directly or indirectly, other than: (i) by a person owning such shares merely
of record (such as a member of a securities exchange, a nominee, or a
securities depositary system); (ii) by a person as a bona fide pledgee of
shares prior to a default and determination to exercise powers as an owner of
the shares; (iii) by a person who owns or holds shares as an underwriter
acquired in connection with an underwritten offering pending and for purposes
of their public resale or planned private placement in increments of less
than such 25% amount, or; (iv) by the members of the Board of Directors as it
was constituted on September 1, 1999, as a group or individually, as of the
date hereof or their respective successors. Without limitation, the right to
acquire ownership shall not of itself constitute ownership of shares.
8. DEFERRAL OF PAYMENT
Employee may elect to defer all or any part of his
Severance Payment, Base Salary, and any bonus approved by the Board of
Directors until such other time or times as designated by Employee. The
election shall be exercisable by the furnishing of written notice to the
Board of Directors no later than the last day of the year prior to the year
in which the bonus is payable or the benefit vests. Any amounts deferred
shall bear interest at the six (6) month rate applicable to Treasury
securities determined as of the date of Greenland's receipt of the notice
requesting deferral furnished by Employee. Employee may request the Board of
Directors that such deferred amounts and interest thereon be set aside in
trust for the benefit of Employee subject only to claims of the creditors of
Greenland and to such other terms and conditions required by the Board of
Directors and communicated in writing to Employee; provided, however, that
this action shall be taken only in the sole discretion of the Board of
Directors except in the case of a Change in Control, in which case the Board
of Directors shall honor such a request by Employee with respect to any
amounts which have been or may be deferred pursuant to this Agreement.
Employee shall be permitted to withdraw his election to defer his Severance
Payment, Base Salary and any bonus if the Board of Directors denies his
request to have the deferred amounts and interest set aside in such a trust.
Any deferral pursuant to this Section must be accompanied by a statement that
Employee acts with the advice of counsel or waives any such representation.
Greenland has no right to claim an offset against its obligation to pay
Employee any amounts deferred in this Section 8.
9. NON-COMPETITION, NON-INTERFERENCE AND CONFIDENTIAL INFORMATION
9.01 COVENANT OF THE EMPLOYEE. In consideration of the
Company entering into this Agreement and providing the Base Salary, Bonus and
other benefits to Employee, and further in consideration of the Employee's
continued exposure to confidential information and the Employee's continued
receipt of specialized training from the Company and its subsidiaries, the
receipt of which are hereby acknowledged by the Employee, the Employee
covenants as follows:
9.02 NON-COMPETITION. During the Employee's employment
hereunder, the Employee shall not, directly or indirectly, own, manage,
engage in, operate or conduct, prepare to or plan to conduct or assist any
person or entity to conduct any business, or have any interest in any
business, person, firm, corporation or other entity (as a principal, owner,
agent, employee, shareholder, officer, director, joint venturer, partner,
security holder) (except for the ownership of publicly-traded securities
constituting not more than five percent (5%) of the outstanding securities of
the issuer thereof), creditor (except for trade credit extended in the
ordinary course of business), consultant or in any other capacity that
engages in any business which is the same as, similar to or competitive with
the business of the Company or any subsidiary including without limitation
the check cashing or ATM business anywhere in the United States. The
covenants set forth in this Section 9.02 shall be construed as a series of
separate covenants covering their subject matter in each of the separate
states where the Company conducts business, and except for geographic
coverage, each such separate covenant shall be deemed identical in terms to
the covenant set forth above in this Section 9.02. To the extent that any
such covenant shall be judicially unenforceable in any one or more of such
states, such covenant shall
not be affected with respect to each of the other states. Each covenant with
respect to such states shall be construed as severable and independent.
9.03 NO DIVERSION OF OTHERS. During the Executive's employment
term hereunder and for one year thereafter, the Employee shall not, either for
himself or for any other person, firm, corporation or other entity, directly or
indirectly, or by action in concert with others:
(a) induce or influence, or seek to induce or influence,
any person who is engaged by Greenland or its subsidiaries (as an agent,
employee, consultant or in any other capacity) or any successor thereto with
the purpose of obtaining such person as an employee or customer for a
business competitive with Greenland's or its subsidiaries' business; or
(b) divert or take away, or attempt to divert or take away, or
solicit or attempt to solicit, any existing or potential customer of Greenland
or its subsidiaries (whether or not such customer is actually a customer of
Greenland or its subsidiaries as of the date hereof, including without
limitation any customer solicited by the Employee or which became known by the
Employee prior to the date hereof) with the purpose of obtaining such person as
an employee or customer for a business competitive with Greenland or its
subsidiaries.
9.04 CONFIDENTIAL INFORMATION. Employee agrees to execute
the Company's Confidential Information and Invention Assignment Agreement
("Confidential Agreement") upon the execution of this Agreement, a copy of
which Confidential Agreement is attached hereto as Exhibit B.
10. INJUNCTIVE RELIEF AND ADDITIONAL REMEDY
10.01 IN GENERAL. The Employee acknowledges and agrees that
Greenland and its subsidiaries shall suffer irreparable harm in the event
that the Employee breaches any of his obligations under Sections 2, 9 or 10
hereof, and that monetary damages shall be inadequate to compensate the
damaged members of Greenland or its subsidiaries for any such breach.
Accordingly, the Employee agrees that in the event of any breach or
threatened breach by the Employee of any of the provisions of Sections 2, 9
or 10 hereof, the damaged members of Greenland or its subsidiaries shall be
entitled to a temporary restraining order, preliminary injunction and
permanent injunction in order to prevent or restrain any such breach or
threatened breach by the Employee, or by any or all of the Employee's agents,
representatives or other persons directly or indirectly acting for, on behalf
of or with the Employee, without having to prove damages.
10.02 NO LIMITATION OF REMEDIES. Notwithstanding the provisions set
forth in Section 10.01 above, or any other provision contained in this
Agreement, the parties hereby agree that no remedy conferred by any of the
specific provisions of this Agreement, including, without limitation, this
Section 10, is intended to be exclusive of any other remedy, and each and
every remedy shall be cumulative and shall be in addition to every other
remedy given hereunder or now or hereafter existing at law or in equity or by
statute or otherwise.
11. REASONABLENESS OF RESTRICTIONS
The Employee has carefully read and considered the provisions of
Sections 9 and 10 hereof and, having done so, hereby agrees that the
restrictions set forth in such sections are fair and reasonable and are
reasonably required for the protection of the interests of the Company.
12. GENERAL PROVISIONS
12.01 NOTICES. Any notices and other communications
hereunder to be given hereunder by each party to the other shall be in
writing and may be effected by personal delivery in writing or by mail,
registered or certified, postage prepaid with return receipt requested.
Notices delivered personally shall be deemed communicated as of actual
receipt; mailed notices shall be deemed communicated as of two (2) days after
mailing. All notices and communications hereunder shall be delivered to the
respective parties at the following addresses: (i) if to Greenland,
Attention: Chief Financial Officer, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇, ▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇; (ii) if to Employee, at Employee's address as set forth in
the books and records of the Company; or to such other address as the person
to whom notice is given may have previously furnished the other in writing as
set forth above.
12.02 APPLICABLE LAW. This Agreement shall be construed
under the laws of the State of California and may not be altered or modified
except by an agreement in writing, signed by both parties.
12.03 ARBITRATION. Any dispute, controversy or claim
arising out of or in respect to this Agreement (or its validity,
interpretation or enforcement), the employment relationship or the subject
matter hereof shall at the request of either party be submitted to and
settled by final and binding arbitration conducted before a single arbitrator
in San Diego County, California in accordance with the Expedited Labor
Arbitration Rules of the American Arbitration Association. The arbitration
shall be governed by the Federal Arbitration Act (9 U.S.C. ▇▇.▇▇. 1-16). The
arbitrator shall be a retired judge designated by the Presiding Judge of the
San Diego County Superior Court. The arbitrator in such action shall not be
authorized to change or modify any provision of this Agreement. Any award or
decision obtained from any such arbitration proceeding shall be final and
binding on Greenland and Employee, and judgement upon the award rendered by
the arbitrator may be entered by any court having jurisdiction thereof. Each
party shall bear its own expenses and one-half the aggregate amount of
arbitration costs. Arbitration shall be the exclusive remedy of Employee and
Greenland, provided, however, Greenland may institute proceedings for
temporary or injunctive and/or other equitable relief in a court of competent
jurisdiction pursuant to Sections 2.04, 9 and 10 herein, pending resolution
by arbitration of the actual dispute between the parties.
12.04 ENTIRE AGREEMENT. This Agreement, the Confidential
Agreement and the other Exhibits referenced herein or therein supersede any
and all other agreements, either oral or in writing, between the parties
hereto with respect to the employment of Employee by Greenland and contain
all of the covenants and agreements between the parties with respect to such
employment in any manner whatsoever.
12.05 PARTIAL INVALIDITY. If any provision of this
Agreement is held by a court of competent jurisdiction to be invalid, void,
or unenforceable, the remaining provisions shall nevertheless continue in
full force without being impaired or invalidated in any way.
12.06 MERGER OR CONSOLIDATION. Greenland hereby agrees that
it shall not merge or consolidate into or with or sell substantially all its
assets to any firm, entity, company or person until such other firm, entity,
company or person expressly agrees, in writing, to assume and discharge the
duties and obligations of Greenland under this Agreement. This Agreement
shall be binding upon the parties hereto, their successors, beneficiaries,
heirs and personal representatives.
12.07 AMENDMENTS AND WAIVERS. This Agreement shall not be
varied, altered, waived, modified, changed or in any way amended in any of
its parts except by an instrument in writing, executed by the parties hereto,
or by their legal representatives who are designated in writing prior to any
such amendment or waiver. A waiver by either party of any of the terms of
this Agreement in any instance shall not be deemed or construed to be a
waiver of such term or condition for the future or of any subsequent breach
thereof.
12.08 HEADINGS. The headings used in this agreement have
been inserted for convenience of reference only and do not define or limit
the provisions hereof.
12.09 SEPARATE COUNSEL. The parties acknowledge that in
connection with this Agreement the law firm of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP represents
Greenland only, and Employee has been advised to retain his own legal counsel
at his expense to represent his interests.
12.10 COUNTERPARTS. This Agreement may be executed in any
number of counterparts and by facsimile, each of which shall be deemed an
original, but all of which will constitute one and the same instrument.
Executed at San Diego, California.
EMPLOYER:
Greenland Corporation
a Nevada corporation
By:__________________________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Chief Executive Officer
EMPLOYEE:
__________________________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
EXHIBIT A
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ EMPLOYMENT LIST
EXHIBIT B
CONFIDENTIAL INFORMATION AND
INVENTION ASSIGNMENT AGREEMENT