Exhibit 10.16
EMPLOYMENT AGREEMENT
This
Employment Agreement (" Agreement ") is made and entered
into as of __________, 2009, by and between Business Development
Solutions, Inc., a Delaware company (the " Company "), and
__________________ (the " Executive "), a ____________
citizen with passport No. __________.
WHEREAS,
the Company desires to employ the Executive, and the Executive
desires to be employed by the Company, to render services to the
Company on the terms and subject to the conditions set forth in
this Agreement.
NOW,
THEREFORE, in consideration of these premises and of the covenants
and agreements set forth in this Agreement, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1.
Employment . The Company hereby agrees to employ the
Executive and the Executive hereby agrees to serve the Company, in
the position set forth in Section 3 below, for the Term (as defined
in Section 2 below), subject to the terms and conditions of this
Agreement.
2.
Term . Unless earlier terminated in accordance with this
Agreement, the term of the Executive's employment under this
Agreement (the " Term ") shall be the period commencing on
the date hereof (the " Effective Date ") and continuing
until _____________. Upon the expiration of the Term and subject to
mutual agreement of the Company and the Executive in writing 30
days prior to the expiration of the Term, the Term may be extended
for such additional period as the parties hereto may
agree.
3.
Positions; Duties and Responsibilities .
(a)
During the Term, the Executive shall serve the Company as the
_____________ of the Company.
(b)
In the performance of [his][her] duties and responsibilities as the
______________ of the Company, the Executive (i) shall be subject
to all of the Company's policies, procedures, rules and regulations
applicable to its employees (such Company policies, procedures,
rules and regulations are incorporated herein by reference as
integral parts of this Agreement), (ii) shall report directly to,
and shall be under the direction of, the Board of Directors of the
Company (the " Board ") and (iii) shall perform such duties
and responsibilities commensurate with and appropriate for his
position as shall be from time to time assigned to him/her by the
Board.
(c)
During the Term, the Executive shall serve the Company faithfully,
diligently and to the best of his ability, and shall devote his
full time, energies, skills and attention to his performance of his
duties and responsibilities under this Agreement and affairs and
activities of the Company or any of its Affiliates (as may be
directed by the Company from time to time); provided however
, that Executive may participate in professional, civic, social
and/or charitable activities that do not adversely affect his
ability to carry out his duties and responsibilities under this
Agreement. The Executive shall keep the Board at all times promptly
and fully informed (in writing if so requested) of his conduct of
the business and provide such explanations in connection therewith
as the Board may require. For the purposes of this Agreement, an "
Affiliate " means with respect to any person or entity, any
other person or entity that directly or indirectly through one or
more intermediaries, controls or is controlled by or is under
common control, with such person or entity. For purpose of the
definition of Affiliate, "control" means having the power to direct
or appoint the management of a company and "controlled" or
"controlling" has correlative meaning.
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(d)
The Executive shall comply with and cause the Company to comply
with the requirements of the US Foreign Corrupt Practices Act and
PRC anti-corruption laws and shall not directly or indirectly (A)
make any contribution, gift, bribe, rebate, payoff, influence
payment, kickback, or other payment to any person, private or
public, regardless of form, whether in money, property, or services
(i) to obtain favorable treatment in securing business, (ii) to pay
for favorable treatment for business secured, (iii) to obtain
special concessions or for special concessions already obtained,
for or in respect of the Company (or any Affiliate thereof), or
(iv) in violation of any law, or (B) permit or cause to be
established or maintained any fund or asset that will not be
recorded in the books and records of the Company.
(e)
The Executive shall ensure that the Company's accounting and
reporting controls be consistent with standards implemented by the
Company for such controls, including as appropriate compliance with
the US Sarbanes Oxley Act of 2002.
4.
Compensation.
(a)
Base Salary . During the Term, the Company shall pay to the
Executive a base salary at the rate of [_________] per year ("
Base Salary ") as may be adjusted by the Board, in
accordance with the regular payroll practices of the
Company.
(b)
Bonus . Based on the Company's operating results, the
Company may pay to the Executive a bonus (the " Bonus ") in
such amount as may be determined by the Board.
(c)
Vacation; Holiday . The Executive shall be eligible for paid
vacation time of [ten (10)] business days in each calendar year
during the Term. The Executive is entitled to receive vacation pay
for the vacation days not taken at the end of each calendar year
during the Term in the amount equal to 100% of the pro rata daily
Base Salary on the basis of 251 business days in a calendar year.
The Executive shall be entitled to legal holidays and other paid
leaves of absence in accordance with applicable law.
(d)
Benefits . During the Term, the Executive shall be entitled
to participate in all the welfare benefit plans and programs from
time to time maintained by the Company for the benefit of its
senior executives and all general employment and social welfare
benefits required to be provided to him/her under applicable laws
and regulations. In addition, the Executive may be eligible to
participate in equity compensation or incentive plans and programs
maintained from time to time by the Company for the benefit of its
senior executives, subject to the approval of the Board and the
terms and conditions of such plans and programs. The Executive
shall be entitled to expense reimbursement upon presentation of
proper documentation for direct out-of-pocket business expenses
reasonably incurred by him/her for the direct benefit of the
Company in performing his duties on behalf of the Company, prior to
any termination of employment, in a manner consistent with
applicable Company policies.
(e)
Deduction and Withholding . The Company shall make such
deductions and withhold such amounts from each payment and benefit
made or provided to the Executive hereunder, as may be required
from time to time by applicable law, governmental rules,
regulations or orders.
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5.
Confidentiality .
(a)
The Executive acknowledges that he will have access to and will be
entrusted with detailed confidential information, affairs and trade
secrets (" Confidential Information ") relating to the
present and contemplated operations of the Company or its
Affiliates (for purpose of this Section 5, the " Group "),
the disclosure of any of which Confidential Information to
competitors of the Group or to the general public would be highly
detrimental to the best interests of the Group. The Executive
acknowledges and agrees that the right to maintain the
confidentiality of such Confidential Information and the right to
preserve the goodwill of the Group constitute proprietary rights
which the Company is entitled to protect.
(b)
The Executive at any time shall not disclose any Confidential
Information (including the terms of this Agreement) to any person
nor use the same for any purpose other than the purposes of the
Group, nor disclose or use for any purpose other than those of the
Group the private affairs of the Company or any other non-public
information relating to the business and affairs of the Group which
he may acquire as a result of being a director or executive of the
Company, provided, however, that the Executive may disclose any
information which (i) he can demonstrate was already lawfully in
his possession prior to his disclosure thereof, (ii) is generally
known to the public and did not become so known through any
violation of law, (iii) became known to the public through no fault
of his, (iv) is later lawfully acquired by him/her without
confidentiality restrictions from other sources, (v) is required to
be disclosed by order of court or governmental authority with
subpoena powers (provided, that the Executive shall have provided
the Company with prior notice of such order and an opportunity to
object or take other available action) or (vi) is disclosed to an
Affiliate of his which agrees to be bound by the terms of this
Section 5.
6.
Company Property . Except for de minimis personal
use, the Executive agrees that during his employment he shall not
make, use or permit to be used any Company Property (as defined
herein) otherwise than for the benefit of the Company. The term "
Company Property " shall include all Confidential
Information of the Company or any of its Affiliates, rolodexes,
software programs, computer, cellular telephones, pagers, "black
berries" and their equivalents, automobiles, credit and/or calling
cards, keys, access cards, documentation or other materials of any
natur
