EMPLOYMENT AGREEMENT
EMPLOYMENT
AGREEMENT (this "Agreement ") dated as of February
24, 2007 (the " Effective Date "), between China
Broadband, Ltd., a Cayman Islands company (the "
Company "), and Yue Pu (the "
Executive "), a residing at Apartment 2001, Bld. 2
, No. 1 Xiangheyman Road, Dongcheng District, Beijing, China
100028.
WHEREAS, the
Company wishes to employ the Executive to render services for the
Company or its subsidiary and related entities on the terms and
conditions set forth in this Agreement, and the Executive wishes to
be retained and employed by the Company on such terms and
conditions;
WHEREAS, the
Company is the wholly owned subsidiary of Alpha Nutra, Incl, d/b/a
China Broadband, a Nevada corporation (the “
Parent ”);
NOW, THEREFORE,
in consideration of the premises, the mutual agreements set forth
below and other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties agree as
follows:
1.
Employment . The Company hereby employs the
Executive, and the Executive accepts such employment and agrees to
perform services for the Company, for the period and upon the other
terms and conditions set forth in this Agreement.
2. Term . The term of the
Executive's employment hereunder shall commence on the Effective
date, and unless terminated at an earlier date in accordance with
Section 8 hereof, shall extend through July 7, 2009 (the "
Term "), unless extended by the parties in
writing. Notwithstanding the foregoing, all Base Salary
compensation only shall accrue and be paid until the closing of a
financing with gross proceeds of $5,000,000 in one or more closings
(a “ Qualified Offering ”). All other
compensation and rights shall accrue from the date hereof and
onward.
3. Position and Duties
.
(a) Service with Company .
During the term of the Executive's employment, the Executive shall
serve in the position of Chief Executive Officer of the Company,
and Executive shall have the authority, duties and responsibilities
generally associated with such position and as may be determined by
the Chairman (“ Chairman ”) or the
Board of Directors (the “ Board ”) of
the Company or its parent from time to time, including, without
limitation and subject to the control and direction of the Board
and the Chairman, planning and directing all aspects of the
Company’s operational policies, objectives and initiatives,
as well as attaining the Company’s short- and long-term
financial and operational goals. The Executive will report to the
Chairman.
(b) Performance of Duties
.
(i) Subject to the provisions hereof, the Executive
agrees to serve the Company faithfully and to the best of his
ability and to devote his full time, attention and efforts to the
business and affairs of the Company during Executive’s
employment by the Company.
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(ii) Executive represents and acknowledges that he
is not subject to any obligations to any other company which would
preclude the Executive from entering into this Agreement (including
without limitation, any agreements (oral or written) with any
former employer) nor are there any such obligations which would
impact or restrict the Executive’s ability to fully carry out
his responsibilities under this Agreement.
(iii) Executive agrees that he will not bring
with him or use on behalf, or for the benefit, of the Company or
disclose to the Company any confidential information of or
concerning his former employer or any third party that is not
generally available to the public or that has not been lawfully
transferred to the Company.
4. Compensation.
(a) Base Salary . The Company
shall pay to the Executive an annual base salary (the "
Base Salary ") of One Hundred and Twenty Thousand
Dollars ($120,000) per year inclusive of taxes (which will be paid
by the Executive directly), which Base Salary shall be paid in
accordance with the Company's normal payroll procedures for its
senior management. The compensation payable to Executive during
each fiscal year beginning after the Effective Date shall be
established by the Board or the Compensation Committee thereof
following an annual performance review, but in no event shall the
annual Base Salary for any subsequent year of the Term be less than
the Base Salary in effect during the prior year of the Term.
Notwithstanding the foregoing, the Base Salary shall accrue and not
be paid in cash until the closing of any Qualified Offering and
thereafter, shall be paid as set forth herein.
(b) Annual Bonus. Commencing
with the fiscal year ending December 31,2007, Executive shall be
entitled to participate in the Company's bonus plan for management
and any successor bonus plan covering management (the "
Bonus Plan "). Under the Bonus Plan, the Executive
shall be eligible to receive a performance-based cash bonus for
each year of employment in an amount, and based on individual
and/or corporate objectives, targets and factors (and evaluation as
to the extent of achievement thereof), to be established and
determined by the Board in its sole discretion following
consultation between the Board and Executive prior to, or within
sixty (60) days after the commencement of, each fiscal year (the "
Performance Criteria ").
(c) Participation in Benefit Plans;
Indemnification. While he is employed by the Company,
Executive shall also be eligible to participate in any incentive
and employee benefit plans or programs which may be offered by the
Company to the extent that Executive meets the requirements for
each individual plan and in all other plans in which Company
executives participate. The Company provides no assurance as to the
adoption or continuance of any particular employee benefit plan or
program, and Executive's participation in any such plan or program
shall be subject to the provisions, rules and regulations
applicable thereto. The Company will offer medical insurance to its
employees following consummation of the Merger and Financing, which
will be available to the Executive on the same terms as is offered
to other senior executives of the Company. In addition, the Company
will provide officer liability insurance, subject to availability,
on the same terms as is offered to other officers and directors of
the Company. The Company shall indemnify Executive and hold him
harmless from and against any claim, liability and expense
(including, without limitation, reasonable attorney fees) made
against or incurred by him in connection with his employment by the
Company or his membership on the Board, in a manner and to an
extent that is not less favorable to the Executive as the
indemnification protection that is afforded by the Company to any
other senior officer or director and that is consistent with
industry custom and standards.
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(d ) Expenses . The Company
will pay or reimburse Executive for all reasonable and necessary
out-of-pocket expenses incurred by him in the performance of
Executive’s duties under this Agreement, subject to the
Company's normal policies for expense verification. Notwithstanding
the foregoing provisions and in recognition of the fact that
Executive will live and travel away from his family for significant
periods of time, Executive shall be authorized to expense up to
$10,000 in personal travel expenses to the Company for which
Executive will be responsible to pay the taxes, if any.
(e) Vacation . Executive shall
be entitled to vacations in accordance with the policy of the
Company with respect to its senior management, in effect from time
to time, but will not be less than 24 vacation days per
year.
5. Confidentiality and Insider
Trading .
(a) (i) Executive acknowledges that, by reason
of his employment by the Company, he will have access to
confidential information of the Company and its parent, including,
but not limited to, information and knowledge pertaining to
inventions, discoveries, improvements, innovations, designs, ideas,
trade secrets, proprietary information, advertising, marketing,
distribution and sales methods, sales and profit figures, customer
and vendor lists and relationships between the Company and sales
representatives, wholesalers, customers, suppliers, dealers,
distributors and others who have business dealings with them
("Confidential Information"). The Executive acknowledges that such
Confidential Information is a valuable and unique asset of the
Company and covenants that, both during and after the Term,
Executive will not disclose any Confidential Information to any
person or entity, nor use the Confidential Information for any
purpose, except as his duties as an employee of the Company may
require, without the prior written authorization of the Board. The
obligation of confidentiality imposed by this Section 5(b) shall
not apply to Confidential Information that otherwise becomes
generally known to the public through no act of the Employee in
breach of this Agreement or any other party in violation of an
existing confidentiality agreement with the Company or which is
required to be disclosed by court order or applicable
law.
(ii) All records, business plans, financial
statements and other Property delivered to or compiled by Executive
for or on behalf of the Company or its vendors or customers that
pertain to the business of the Company shall be and remain the
property of the Company, and be subject at all times to its
discretion and control. Likewise, all correspondence, reports,
records and other similar data pertaining to the business,
activities or future plans of
