Exhibit 10.12
[LOGO] China Finance Inc.
EMPLOYMENT AGREEMENT
This
AGREEMENT, entered into this 17th day of March, 2005, between
China
Finance, Inc., a Utah corporation (the "Company"), and Liang Liao
(the
"Employee"),
WITNESSETH THAT:
WHEREAS,
the parties hereto desire to enter into this Agreement to
define
and set forth the terms and conditions of the employment of the
Employee by the
Company;
NOW,
THEREFORE, in consideration of the mutual covenants and
agreements
set forth below, it is hereby covenanted and agreed by the Company
and the
Employee as follows:
1.
Position; Employment Period
The
Company hereby employs the Employee as its CFO, and the
Employee
hereby agrees to serve in such capacity, for the period beginning
March 17,
2005, and ending on the date on which the Employee's employment is
terminated in
accordance with paragraph 7 below (the "Employment Period").
2.
Performance of Duties
(a) The
Employee agrees that during the Employment Period he shall
devote
his full business time to the business affairs of the Company and
shall perform
his duties faithfully and efficiently subject to the direction of
the Board of
the Company; provided that the foregoing shall not limit or prevent
the Employee
from serving on the board of directors of charitable organizations
or other
business corporations not in competition with the Company.
(b) The
Employee shall not be assigned duties and responsibilities that
are not generally within the scope and character associated or
required of other
employees of similar rank and position. You shall perform services
at China
Finance, Inc.'s office at 1706-09 Room, Central Tower, Fu Hua Road,
Fu Tian Qu,
District Shenzhen, China 518048 or at such other location as China
Finance, Inc.
shall determine. In addition, you shall be available to travel at
such times and
to such places as may be necessary in connection with the
performance of your
duties.
3.
Compensation
Subject to
the following provisions of this Agreement, during the
Employment Period the Employee shall be compensated for his
services as follows:
(a) He
shall receive an annual salary; payable in monthly or more
frequent
installments, in an amount which shall initially be $ 48,000 per
annum, subject
to such increases as may from time to time be determined by the
Board of the
Company. He will not be entitled to any other compensation,
benefits, or bonus.
(b) He
shall be entitled to paid holidays on such work dates as are
considered federal public holidays.
4.
Competing Businesses
During the
period of his employment under this Agreement, the Employee
shall not be employed by or otherwise engage in or be interested in
any business
in competition with the Company, or with any of its subsidiaries or
affiliates,
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except that the Employee's investment in any such business shall
not be
considered a violation of this paragraph if such business is not in
competition
with the Company.
5.
Confidentiality
During and
after the Employment Period, the Employee will not divulge or
appropriate to his own use or to the use of others, in competition
with the
Company, any secret or confidential information or knowledge
pertaining to the
business of the Company, or of any of its subsidiaries, obtained by
him in any
way while he was employed by the Company or by any of its
subsidiaries. In
connection with the employment, the Employee shall execute and
deliver China
Finance, Inc.'s standard form of Nondisclosure, Nonsolicitation
and
Noncompetition Agreement (the "Noncompetition Agreement").
6.
Remedies
If at any
time the Employee violates to a material extent any of the
covenants or agreements set forth in paragraphs 4 and 5, the
Company shall have
the right to terminate all of its obligations to make further
payments under
this Agreement. The Employee acknowledges that the Company would be
irreparably
injured by a violation of paragraph 4 or 5 and agrees that the
Company shall be
entitled to an injunction restraining the Employee from any actual
or threatened
breach of paragraph 4 or 5 or to any other appropriate equitable
remedy without
any bond or other security being required.
7.
Amendment and Termination
This
Agreement may be amended or cancelled by mutual agreement of
the
parties without the consent of any other person and, so long as the
Employee
lives, no person, other than the parties hereto, shall have any
rights under or
interest in this Agreement or the subject matter hereof The
Employment Period
shall terminate as of the earliest of:
(a)
03/16/2008;
(b) the
last day of the month in which the date of the Employee's death
occurs; or the date on which the Company gives notice to the
Employee if such
termination is for Cause.
(c) For
purposes of this Agreement, Termination for Cause means the
Company's termination of the employment for any of the following
reasons: (i)
Employee's commission of any act of fraud, embezzlement or
dishonesty, (ii)
Employee's unauthorized use or disclosure of any confidential
information or
trade secrets of the Company, (iii) any intentional misconduct by
the Employee
which has a materially adverse effect upon the Company's business
or reputation,
(iv) Employee's continued failure to perform the major duties,
functions and
responsibilities of the Employee's position after written notice
from the
Company identifying the deficiencies in the Employee's performance
and a
reasonable cure period of not less than thirty (30) days or (v) a
material
breach of Employee's fiduciary duties as an officer of the
Company.
(d) Should
the employment with the Company terminate by reason of an
Involuntary Termination, the Employee will not be entitled to any
other
compensation or benefits.
(e) For
purposes of this Agreement, Involuntary Termination means (i)
the
involuntary termination of your employment with the Company other
than a
Termination for Cause or (ii) your voluntary resignation or (iii) a
change in
the control or ownership of the Company.
8.
Notices
Any notice
required or permitted to be given under this Agreement shall be
sufficient if in writing and if sent by registered mail to the
Company at its
principal executive offices or to the Employee at the last address
filed by him
in writing with the Company, as the case may be.
1
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9.
Non-Assignment
The
interests of the Employee under this Agreement are not subject to
the
claims of his creditors and may not be voluntarily or involuntarily
assigned,
alienated or encumbered.
10.
Successors
This
Agreement shall be binding upon, and inure to the benefit of,
the
Company and its successors and assigns and upon any person
acquiring, whether by
merger, consolidation, purchase of assets or otherwise, all or
substantially all
of the Company's assets and business.
11.
Applicable Law
The provisions
of this Agreement shall be construed in accordance with the
laws of the State of New Jersey.
12.
Counterparts
The
Agreement may be executed in two or more counterparts, any one
of
which shall be deemed the original without reference to the
others.
IN WITNESS
WHEREOF, the Employee has hereunto set his hand, and the
Company has caused these presents to be executed in its name and on
its behalf,
all as of the day and year first above written.
/s/ Liang Liao
-----------------------------------------
LIANG LIAO
China Finance, Inc.
By: /s/ Zhiyong Xu
---------------------------------------
Its: Chief Executive Officer
NONCOMPETITION, NONSOLICITATION AND NONDISCLOSURE AGREEMENT
March 17, 2005
LIANG LIAO
Dear Mr. LIAO:
In
connection with the employment, you hereby covenant and agree to
the
following.
1.
Noncompetition; Nonsolicitation.
We have discussed, and you recognize and acknowledge the
competitive and
proprietary aspects of CHINA FINANCE, INC.'s business. You
acknowledge that a
business will be deemed competitive with CHINA FINANCE, INC. if it
provides or
offers any service or product which is the same as or substantially
similar to a
service or product which is provided or offered by CHINA FINANCE,
INC. at any
time during the period which you are employed or retained by CHINA
FINANCE, INC.
(such period, the "Period of Association") or at any time during
the 3 months
immediately following the termination of the Period of Association
(such 3-month
period, the "Restrictive Period").
(a) You
agree that, during the Period of Association and during the
Restrictive Period, you will not, without the prior written consent
of CHINA
FINANCE, INC. (which consent shall be given by CHINA FINANCE,
INC.'s chief
executive officer if at all), you shall not, directly or
indirectly, alone or as
an employee, agent, servant, owner, partner, member, officer,
director,
consultant, independent contractor, representative, joint venturer,
stockholder
or in any other capacity, own, manage, operate or control, or be
concerned with
or connected to or employed by, or otherwise associate in any
manner with,
engage in or have a financial interest in any business which is
competitive with
the business of CHINA FINANCE, INC. (any such activity, a
"Restricted
Activity"), anywhere within any state in the United States or any
foreign
country or territory in which CHINA FINANCE, INC. is operating
during the Period
of Association or at the time of the commencement of the
Restrictive Period,
except, that your ownership of not more than one percent of the
outstanding
shares of capital stock of any corporation having a class of equity
securities
actively traded on a national securities exchange or on the Nasdaq
National
Market shall not be deemed, in and of itself, to violate the
prohibitions of
this Section 1(b).
(b) You
agree that, during the Period of Association and during the
Restrictive Period, you will not, without the prior written consent
of CHINA
FINANCE, INC. (which consent shall be given by CHINA FINANCE,
INC.'s chief
executive officer if at all), you shall not, directly or
indirectly, (i) entice,
solicit or encourage any Company employee or consultant to leave
the service of
CHINA FINANCE, INC. for any reason, or (ii) employ or retain (or be
involved in
the employment or retention of) any Company employee or consultant
while any
such person is providing services to CHINA FINANCE, INC. or within
12 months
after any such person ceases providing services to CHINA FINANCE,
INC. You
further agree that, during the Period of Association and during the
Restrictive
Period, you shall not, directly or indirectly, contact or solicit
(or attempt to
contact or solicit) any person or entity that was a customer of
CHINA FINANCE,
INC. at any time during the Period of Association or induce or
encourage any
such customer or other person with whom CHINA FINANCE, INC. has a
business
relationship to terminate or alter such relationship.
(c) You
agree that, during the Period of Association and during the
Restrictive Period, you will not, without the prior written consent
of CHINA
FINANCE, INC. (which consent shall be given by CHINA FINANCE,
INC.'s chief
executive officer if at all), you shall not, directly or
indirectly, interfere
with, or attempt to interfere with, the relations between CHINA
FINANCE, INC.
and any vendor or supplier to CHINA FINANCE, INC.
(d) You
further recognize and acknowledge that (i) the types of
employment
which are prohibited by this Section 1 are narrow and reasonable in
relation to
the skills which represent your principal salable asset both to
CHINA FINANCE,
INC. and to prospective employers, and (ii) the time period and the
specific but
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broad geographical scope of the provisions of this Section 1 are
reasonable,
legitimate and fair to you in light of CHINA FINANCE, INC.'s need
to market its
services and sell its products in a large geographic area in order
to have a
sufficient customer base to make CHINA FINANCE, INC.'s business
profitable and
in light of the limited restrictions on the type of employment
prohibited herein
compared to the types of employment for which you are qualified to
earn your
livelihood.
2.
Nondisclosure.
(a) You
acknowledge that, during the Period of Association, you will
have
access to and knowledge of CHINA FINANCE, INC.'s Confidential
Information (as
defined below) and that CHINA FINANCE, INC. may provide you with
unique and
specialized training. You also acknowledge that such Confidential
Information
and such training have been developed and will be developed by
CHINA FINANCE,
INC. through the expenditure by CHINA FINANCE, INC. of substantial
time, effort
and money and that all such Confidential Information and training
could be used
by you to compete with CHINA FINANCE, INC. Further, during the
Period of
Association you may be introduced to customers, suppliers and
others with
important relationships to CHINA FINANCE, INC. You acknowledge that
any and all
"goodwill" created through such introductions belongs exclusively
to CHINA
FINANCE, INC., including, without limitation, any goodwill created
as a result
of direct or indirect contacts or relation
