EMPLOYMENT
AGREEMENT
雇用
协议
EMPLOYMENT AGREEMENT, dated on
October 1 ,
2008 between Richard Peidong Wu, a citizen of China, having an
identification number of
110108196411156413
, residing at 301 Liu Yuan Road Capital Paradise Shunyi
District, Bejing, China （
”Executive”
）
and China Natural Gas, Inc., a
Delaware corporation having its principal office at No.35 Tangyan
Road, Hi-tech Zone, Xi’an 710065, Shaanxi Province, P.R.
China.(“Company”).
WHEREAS, the Company believes that Executive
provides unique management services for the Company and wishes to
retain the full time continued services of Executive as its Chief
Financial Officer; and
WHEREAS, the Company and Executive have reached
an understanding with respect to the extension of Executive's
employment with the Company for a
one year
period commencing as of October
10 , 2008 and
WHEREAS, the Company and Executive desire to
evidence their agreement in writing and to provide for the
employment of Executive by the Company on the terms set forth
herein.
IT IS
AGREED:
1. Employment,
Duties and Acceptance.
1.1. Effective as of October
10 , 2008 , the Company hereby agrees to the
continued employment of Chief Financial Officer("CFO") and hereby
accepts such employment on the terms and conditions contained in
the Agreement. During the term of this Agreement, the Executive
shall make himself available to the Company to pursue the business
of the Company subject to the supervision and direction of the
Board of Directors of the Company ("Board" or "Board of
Directors").
1.2. The Company will employ the Executive to
serve as the Company’s full time CFO based on the
Company’s business needs. The scope and
responsibilities of the CFO job include the following:
(a) To proactively contact and market the
company to the investment communities; set a good relationship and
communicate effectively with current and potential
investors
(b) To provide accurate information on the
financial resources, obligations and current activities of the
Company to the relevant external parties, including banks, funds,
and investors;
(c) To formulate and implement relevant
policies, procedures and strategies to ensure the realization of
the Company’s financial strategy;
(d) To establish a strong financial system and
strict internal control;
(e) To supervise all financial activities to
ensure their compliance with law and the Company’s
policy;
(f) To be responsible for quality and timely
submitting accurate US GAAP financial reports;
(g) To establish and direct a mechanism for
solving financial problems and to timely solve financial
problems;
(h) To establish and direct a mechanism for
reducing costs and increasing efficiency;
(i) To be responsible for the Company’s
financial planning;
(j) To participate in business development and
strategic planning;
(k) To recommend investment policies, to
implement investment strategies based on approved investment
guidelines, and to manage investment transactions;
(l) To carry out strategic acquisition, capital
management, financing etc. pursuant to the requirements of the
Board of Directors;
(m) To provide comments to the Executive
Management Team and the Board of Directors on financial issues of
the Company;
(n) To actively aware of the changing rules and
regulations in the US and China;
(o) Other responsibilities stipulated by the
Board of Directors.
1.3. The Executive shall perform his duties
diligently and competently pursuant to the requirements for the
position.
1.4. The Board
may assign the Executive such general management and supervisory
responsibilities and executive duties for the Company as are
appropriate and commensurate with Executive's position as CFO of
the Company.
2. Compensation
and Benefits.
2.1. The
Company shall pay to Executive an annual salary of US$250k pre-tax
annually. The Executive shall be responsible for relevant
personal taxes. In addition to cash salary, the Executive will be
awarded an amount of stock options equivalent to 1.5% of the
company’s shares outstanding, which shall be 439,852 in
total. The stock option shall be vested over four years
（
109,963 shares per year
）
and the exercise price shall be
$2.45 in cash per share. This stock option can only be
exercisable in cash annually after the Executive works for the
company at least one year. The company will pay for the medical and
relevant insurances equivalent to US$ 10k in total. During the
Executive's employment salary will be paid for the
previous month at the twenty of each month without the
prior written consent of Executive and, if the pay days are during
a holiday period, it will be the first working day after the
holiday period.
2.2. The Executive shall pay personal income
taxes pursuant to regulations of the government tax agency, and the
Company shall deduct a corresponding amount from the monthly salary
of the Executive and pay that amount on behalf of the Executive to
the relevant tax agency.
2.3. In addition to what is provided for
under the foregoing Article 2.2, the Company shall have the right
to deduct from the Executives’ salaries for other purposes in
accordance with laws and regulations of the State.
3.1. The term of this Agreement is for a period
of one years beginning on
October 10 , 2008 and terminating on
October 9, 2009 .
3.2. If both
Parties desire to renew this Agreement, each Party shall notify the
other Party of its intent to renew this Agreement thirty days prior
to the expiration of this Agreement.
3.3. The
Company, by notice to Executive, may terminate this Agreement for
cause. As used herein, "cause" shall include (a) the refusal in bad
faith by Executive to carry out specific written directions of the
Board, (b) intentional fraud or dishonest action by Executive in
his/her relations with the Company ("dishonest" for these purposes
shall mean Executive's knowingly making of a material misstatement
to the Board for the purpose of obtaining direct personal benefit);
or (c) the conviction of Executive of any crime involving an act of
significant moral turpitude after appeal or the period for appeal
has elapsed without an appeal being filed by Executive.
Notwithstanding the foregoing, no "cause" for termination shall be
deemed to exist with respect to Executive's acts described in
clause (a)or (b) above, unless the Board shall have given written
notice to Executive (after five (5)days advance written notice to
Executive and a reasonable opportunity to Executive to present
his/her views with respect to the existence of "cause"), specifying
the "cause" with particularity and , within twenty (20)
business days after such notice, Executive shall not have
disputed the Board's determination or in reasonably good faith
taken action to cure or eliminate prospectively the problem or
thing giving rise to such "cause," provided, however, that a
repeated breach after notice and cure, of any provision of clause
(a) or (b) above, involving the same or substantially similar
actions or conduct, shall be grounds for termination for cause upon
not less than five (5) days additional notice from the
Company.
3.4. The
Executive, by notice to the Company, may terminate this Agreement
in writing no less than 3 months if a "Good Reason" exists. For
purposes of this Agreement, "Good Reason" shall mean the occurrence
of any of the following circumstances without the Executive's prior
express written consent:
(a) a material adverse change in the
