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EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT is made as of December 18, 2008 by and
between China Armco Metals, Inc., a Nevada corporation (the
“Company”), and Kexuan Yao
(“Employee”).
WITNESSETH:
WHEREAS, Employee wishes to be employed by the Company with the
duties and responsibilities as hereinafter described, and the
Company desires to assure itself of the availability of
Employee’s services in such capacity.
NOW, THEREFORE, in consideration of the foregoing and for other
good and valuable consideration, the receipt and adequacy of which
is hereby acknowledged, the Company and Employee hereby agree as
follows:
1. EMPLOYMENT. The Company hereby agrees to employ Employee,
and Employee hereby agrees to serve the Company, upon the terms and
conditions hereinafter set forth.
2. TERM. The employment of Employee by the Company pursuant to
this Agreement shall be for a thirty-six (36) month period
commencing on January 1, 2009 (the “Employment
Term”).
3. DUTIES. Employee shall, subject to overall direction
consistent with the legal authority of the Board of Directors,
serve as, and have all power and authority inherent in the offices
of Chief Executive Officer of the Company and its subsidiaries and
shall be responsible for those areas in the conduct of the business
reasonably assigned to him by the Board of
Directors. Employee shall devote substantially all his
business time and efforts to the business of the Company; provided,
however, that it is understood and agreed that, while Employee may
devote time to other business matters in which he may have an
interest, in the event of a conflict, Employee’s first and
primary responsibility shall be to the performance of his duties
for the Company.
4. COMPENSATION AND OTHER PROVISIONS. Employee shall be
entitled to the compensation and benefits hereinafter described in
subparagraphs (A) through (D) (such compensation and benefits being
hereinafter referred to as “Compensation
Benefits”).
A. BASE SALARY. The Company shall pay to Employee a base
salary (the “Base Salary”) of $73,000 per annum
for the period commencing on January 1, 2009 and ending on December
31, 2009.
B. COMPENSATION ADJUSTMENT. The Base Salary and
Employee’s other compensation will be reviewed by the Board
of Directors of the Company (the “Board”) at least
annually and may be increased (but not decreased) from time to time
as the Board may determine.
C. PARTICIPATION IN BENEFIT PLANS. During the Employment Term,
Employee shall be eligible to participate in all Employee benefit
plans and arrangements now in effect or which may hereafter be
established, including, without limitation, all life, group
insurance and medical care plans and all disability, retirement and
other Employee benefit plans of the Company. Should the
Employee not want to participate in the Company’s health
plan, with Board approval, the company will reimburse the Employee
for the expense incurred in participating in another plan.
D. OTHER PROVISIONS. During the Employment Term, Employee
shall be entitled to 2weeks paid vacation per annum and an
automobile allowance of $15 per month. Employee shall be
reimbursed
E. for all reasonable expenses incurred by him in the
performance of his duties, including, but not limited to,
entertainment, travel and other expenses incurred in connection
with such duties.
F. DISCRETIONARY AND INCENTIVE BONUSES. Employee shall be
entitled to receive annual and/or interim cash bonuses and/or other
bonuses (“Bonus Payments”) when and in such amounts as
may be determined by the Board, pursuant to a recommendation by the
compensation committee of the Board. The Board shall meet at least
annually to review Employee’s Bonus Payments and such Bonus
Payments shall be based upon Employee’s performance of
the duties assigned to him by the Board, the Company’s
satisfaction of stated performance objectives known to Employee
and/or other relevant factors.
G. INDEMNIFICATION. The Company shall indemnify and hold
harmless Employee to the fullest extent permitted by law for any
action or inaction of Employee while serving as an officer and
director of the Company or, at the Company’s request, as an
officer or director of any other entity affiliated with the
Company, or as a fiduciary of any benefit plan.
5. TERMINATION. Employee’s employment hereunder shall
terminate as a result of any of the following events:
A. Employee’s death;
B. Employee shall be unable to perform his duties hereunder by
reason of illness, accident or other physical or mental disability
for a continuous period of at least three (3) months or an
aggregate of nine (9) months during any continuous eighteen (18)
month period (“Disability”);
C. voluntary resignation by Employee; or
D. termination by the Company with Cause, where
“Cause” shall mean: (i) final non-appealable
adjudication of Employee of a felony, which would have a material
or adverse effect on the business of the Company; or (ii) the
determination of the Board (other than Employee) that Employee has
engaged in intentional misconduct or the gross neglect of his
duties, which has a continuing material adverse effect on the
business of the Company; or
E. termination by the Company for any reason other than
Cause.
Any termination pursuant to subparagraph B, C, D or E of this
Section shall be communicated by a written notice (“Notice of
Termination”), such notice to set forth with specificity the
grounds for termination if termination is
for “Cause”. Employee’s
employment under this Agreement shall be deemed to have terminated
as follows: (i) if Employee’s employment is terminated
pursuant to subparagraph A above, on the date of his death; (ii) if
Employee’s employment is terminated pursuant to subparagraph
B, D or E above, on the date the Notice of Termination is
received by Employee; and (iii) if Employee’s employment is
terminated pursuant to subparagraph C above, thirty (30) days after
the date on which the Company receives Notice of Termination
from Employee. The date on which termination is deemed to have
occurred pursuant to this paragraph is hereinafter referred to as
the “Date of Termination”. If the Notice of Termination
is sent to Employee by Company, then it shall be sent to Employee
pursuant to the terms set forth in Section 14 of this
Agreement.
6. PAYMENTS ON TERMINATION. In the event that Employee’s
employment is terminated pursuant to Sections 5 A, B, or
E above, the Company shall pay to Employee and or his
estate, (i) all of the Compensation
Benefits Employee is entitled to through the Date of
Terminatio
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