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 Clive Ng (the "
Executive "), a residing at c/o China Broadband
Ltd., 1900 Ninth Street, 3 rd Floor, Boulder, Colorado 80302.
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 President and Chairman of the Company, and
Executive shall have the authority, duties and responsibilities
generally associated with such position and as may be determined by
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 Two Hundred Fifty Thousand Dollars ($250,000) 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 the Company (and all
copies thereof)