Exhibit 10.17
EMPLOYMENT
AGREEMENT
EMPLOYMENT AGREEMENT effective as of
April 1, 2004 (the “Commencement Date”) by and
between SCL Ventures, Ltd. (the “Company” or
“SCL”) and Jack Chin (the “Executive”)
(this “Agreement”).
The parties hereto wish to enter into an
employment agreement on the terms and conditions set forth
below. Accordingly, in consideration of the premises and the
respective covenants and agreements of the parties herein
contained, and intending to be legally bound hereby, the parties
hereto agree as follows:
1.
Term . The Executive’s
employment under this Agreement shall commence on the Commencement
Date and shall end, unless terminated earlier pursuant to
Section 4, at the close of business on March 30, 2005
(the “Term”).
2.
Title, Duties
and Authority . The Executive shall
serve as Vice President, Business Development of the Company, and
shall have such responsibilities and duties (consistent with the
Executive’s position as Vice President, Business Development
of the Company) as may from time to time be assigned to the
Executive by the board of directors of the Company (the
“Board”), and shall have all of the powers and duties
usually incident to such offices. In addition, throughout the
Term, the Executive shall serve as a member of the Board. The
Executive shall devote substantially all of his working time and
efforts to the business and affairs of the Company, except for
vacations, illness and incapacity; provided , however
, that the Executive may serve on the boards of directors of
non-public companies and charitable organizations and may devote
reasonable time to charitable and civic organizations, in all cases
provided that the performance of his duties and responsibilities on
such boards and in such service does not interfere substantially
with the performance of his duties and responsibilities under this
Agreement.
3.
Compensation
and Benefits .
(a)
Base
Salary . During the Term, but
solely after the date as of which the Company has raised, during
the period commencing on the Commencement Date, the sum of Ten
Million Dollars ($10,000,000), the Company shall pay the Executive
a base salary (“Base Salary) at the rate of One Hundred
Thousand Dollars ($100,000) per annum, payable in accordance with
the Company’s regular payroll practices.
(b)
Employee
Health and Dental Benefits . The Executive shall
be entitled to participate in the Company’s employee health
and dental benefits plan during the Term, as such plan may be in
effect from time to time.
(c)
Expenses
. The
Executive shall be entitled to receive prompt reimbursement of his
expenses incurred in the performance of his employment hereunder
upon his submission to the Company of reasonable and customary
expense claims to the Company, in accordance with the
Company’s procedures for expense reimbursement.
(d)
Vacations
. The
Executive shall be entitled to two (2) weeks paid vacation during
the Term with no right to carry over unused days.
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(e)
Sick Pay . The Executive shall be entitled to five
(5) paid sick days during the Term, with no right to carry over
unused days.
4.
Termination
. The
Executive’s employment hereunder with the Company may be
terminated under the following circumstances:
Death or
Disability . If the Executive
shall die or become disabled during the Term, the Company may
terminate the Executive’s employment hereunder for death or
“Disability,” as applicable. For purposes of this
Agreement, the Executive’s “Disability” shall be
determined in the sole discretion of the Board.
(a)
Cause . The Company may
terminate the Executive’s employment hereunder for
Cause. For purposes of this Agreement, the Company shall have
“Cause” to terminate the Executive’s employment
hereunder upon:
(i)
the failure by
the Executive to substantially perform the Executive’s duties
hereunder (other than any such failure resulting from the
Executive’s Disability which shall be subject to the
provisions of Section 4(a));
(ii)
the willful
violation by the Executive of any of the Executive’s material
obligations hereunder;
(iii)
the willful
engaging by the Executive in misconduct which is materially
injurious to the business or reputation of the Company or any of
its affiliates; or
(iv)
the
Executive’s conviction of a felony.
Notwithstanding the foregoing, the
Executive shall not be terminated for Cause without:
(A)
delivery of a written notice to the
Executive setting forth the reasons for the Company’s
intention to terminate the Executive’s employment hereunder
for Cause;
(B)
the failure of the Executive to cure
the nonperformance, violation or misconduct described in the notice
referred to in clause (A) of this paragraph, if cure thereof is
possible, to the reasonable satisfaction of the Board, within
fifteen (15) days of the Executive’s receipt of such notice;
and
(C)
an opportunity for the Executive,
together with the Executive’s counsel, to be heard before the
Board.
(b)
Without
Cause . The Company may
terminate the Executive’s employment hereunder without
Cause.
(c)
Resignation
. The
Executive may terminate the Executive’s employment hereunder
by his resignation.
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5.
Compensation
upon Termination .
(a)
Death or
Disability . If the
Executive’s employment with the Company hereunder is
terminated on account of the Executive’s death or Disability
pursuant to Section 4(a), the Company shall as soon as
practicable pay to the Executive or the Executive’s estate,
as applicable, or as may be directed by the legal representatives
of the Executive or the Executive’s estate, as applicable,
any Base Salary accrued and due to the Executive under
Section 3(a) through the date of the Executive’s death
or termination for Disability, as applicable. Other than the
foregoing, the Company shall have no further obligations to the
Executive hereunder.
(b)
By the Company
for Cause or By the Executive . If the
Executiv
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