EMPLOYMENT AND SERVICE
AGREEMENT
This employment agreement (this
"Agreement"), dated as of August 18, 2009 (the "Effective Date"),
is made by and between Elko Ventures, Inc., a Nevada corporation
(the "Corporation"), and Ronald Yadin Lowenthal (the "Executive")
(each, a "Party" and together, the "Parties").
WHEREAS , the Executive is employed as President and
Chief Executive Officer of the Corporation; and
WHEREAS , the Parties wish to establish the terms of the
Executive's employment by the Corporation;
NOW, THEREFORE , in consideration of the foregoing, of the
mutual promises contained herein and of other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties, intending to be legally bound, hereby
agree as follows:
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1.
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POSITION/DUTIES:-
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(a)
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During the Employment Term (as
defined in Section 2 below), the Executive shall serve as President
and as the Chief Executive Officer of the Corporation. In this
capacity the Executive shall have such duties, authorities and
responsibilities commensurate with the duties, authorities and
responsibilities of persons in similar capacities in similarly
sized companies and such other reasonable duties and
responsibilities as the Board of Directors of the Corporation (the
"Board") shall designate. The Executive shall report directly to
the Board of Directors of the Corporation. The Executive shall obey
the lawful directions of the Board and shall use his diligent
efforts to promote the interests of the Corporation and to maintain
and promote the reputation thereof.
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(b)
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During the Employment Term, the
Executive shall use his best efforts to perform his duties under
this Agreement and shall as much of his time energy and skill in
the performance of his duties with the Corporation.
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2.
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EMPLOYMENT
TERM:-
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Except for earlier termination as
provided in Section 6, the Executive's employment under this
Agreement shall be for a five-year term commencing on
the Effective Date and ending on August 17, 2014 (the "Employment
Term").
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3.
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BASE
SALARY:-
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The Corporation agrees to pay to
the Executive a base salary at an annual rate of not less than
US$30,000 (Thirty thousand dollars), payable in accordance with the
regular payroll practices of the Corporation. The Executive's Base
Salary shall be subject to annual review by the Board (or a
committee thereof). The base salary as determined herein from time
to time shall constitute "Base Salary" for purposes of this
Agreement . It is recorded that the Executive shall receive
the full settlement of his first 2 (two) years’ base salary
through the issue by the Corporation to the Executive of an amount
of 3,000,000 (Three million) restricted shares of the
Corporation’s shares of Common Stock; issued to the Executive
at Par Value.
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These shares of the
Corporation’s Common Stock shall not be available to be
assigned, pledged, sold, lent or in any way alienated for a period
of 2 (two) years commencing from the date this Agreement. These
shares are restricted under Regulation 144 and shall be held
“on book” by the Transfer Agent to the Corporation; for
an on behalf of the Executive. The Executive shall not be permitted
to request these shares of the Corporation’s Common Stock, in
certificated form, until the expiration of the 2 (two) years from
the date of their issue to the Executive.
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4.
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BONUS:-
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With respect to each full fiscal
year during the Employment Term, the Executive shall be eligible to
earn an annual bonus (the "Annual Bonus") in such amount, if any,
as determined in the sole discretion of the Board of up to 100%
(One hundred percent) of the Executive's Base Salary. In addition,
the Executive shall be eligible to participate in the Corporation's
bonus and other incentive compensation plans and programs (if any)
for the Corporation's senior executives at a level commensurate
with his position and may be entitled to bonus payments in addition
to the amount set forth hereinabove.
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5.
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EMPLOYEE
BENEFITS:-
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(a)
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Benefit Plans.
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The Executive shall be eligible
to participate in any employee benefit plan of the Corporation,
including, but not limited to, equity, pension, thrift, profit
sharing, medical coverage, education, or other retirement or
welfare benefits that the Corporation has adopted or may adopt,
maintain or contribute to for the benefit of its senior executives,
at a level commensurate with his positions, subject to satisfying
the applicable eligibility requirements. The Corporation may at any
time or from time to time amend, modify, suspend or terminate any
employee benefit plan, program or arrangement for any reason in its
sole discretion.
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(b)
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Vacation:-
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The Executive shall be entitled
to an annual paid vacation in accordance with the Corporation's
policy applicable to senior executives from time to time in effect,
but in no event less than two weeks per calendar year (as prorated
for partial years), which vacation may be taken at such times as
the Executive elects with due regard to the needs of the
Corporation. The carry-over of vacation days shall be in accordance
with the Corporation's policy applicable to senior executives from
time to time in effect.
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(c)
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Business and Entertainment
Expenses:-
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Upon presentation of appropriate
documentation, the Executive shall be reimbursed for all reasonable
and necessary business and entertainment expenses incurred in
connection with the performance of his duties hereunder, all in
accordance with the Corporation's expense reimbursement policy
applicable to senior executives from time to time in
effect.
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(d)
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Signing Bonus:-
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Upon execution of this Agreement,
the Executive shall be awarded a “Signing” bonus to be
settled through the issuance of 2,000,000 (Two million) restricted
shares of the Corporation’s Common Stock and at Par
Value.
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These shares of the
Corporation’s Common Stock shall not be available to be
assigned, pledged, sold, lent or in any way alienated for a period
of 3 (three) years commencing from the date this Agreement. These
shares are restricted under Regulation 144 and shall be held
“on book” by the Transfer Agent to the Corporation; for
an on behalf of the Executive. The Executive shall not be permitted
to request these shares of the Corporation’s Common Stock, in
certificated form, until the expiration of the 3 (three) years from
the date of their issue to the Executive.
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(e)
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Liability
Insurance
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The Corporation undertakes to
procure suitable and necessary Director’s Liability Insurance
for the Executive. The costs of this Insurance are to be borne by
the Corporation.
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6.
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TERMINATION:-
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The Executive's employment and
the Employment Term shall terminate on the first of the following
to occur:
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(a)
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Disability:-
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On the thirtieth (30
th ) day following written notice by the Corporation to
the Executive of termination due to Disability. For purposes of
this Agreement, "Disability" shall mean a determination by the
Corporation in accordance with applicable law that due to a
physical or mental injury, infirmity or incapacity, the Executive
is unable to perform the essential functions of his job with or
without accommodation for 180 days (whether or not consecutive)
during any 12-month period.
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(b)
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Death:-
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Automatically upon the date of
death of the Executive.
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(c)
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Cause:-
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Immediately upon written notice
by the Corporation to the Executive of a termination for Cause.
"Cause" shall mean, as determined by the Board (or its designee)
(1) conduct by the Executive in connection with his employment
duties or responsibilities that is fraudulent, unlawful or grossly
negligent; (2) the willful misconduct of the Executive; (3) the
willful and continued failure of the Executive to perform the
Executive's duties with the Corporation (other than any such
failure resulting from incapacity due to physical or mental
illness); (4) the commission by the Executive of any felony (or the
equivalent under the law of the People's Republic of China) (other
than traffic-related offenses) or any crime involving moral
turpitude; (5) violation of any material policy of the Corporation
or any material provision of the Corporation's code of conduct,
employee handbook or similar documents; or (6) any material breach
by the Executive of any provision of this Agreement or any other
written agreement entered into by the Executive with the
Corporation.
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(d)
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Without Cause:
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On the thirtieth (30th) day
following written notice by the Corporation to the Executive of an
involuntary termination without Cause, other than for death or
Disability.
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(e)
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Good Reason.
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On the sixtieth (60 th
) day following written notice by the Executive to the Corporation
of a termination for Good Reason. "Good Reason" shall mean, without
the express written consent of the Executive, the occurrence of any
the following events unless such events are cured (if curable) by
the Corporation within fifteen days following receipt of written
notification by the Executive to the Corporation that he intends to
terminate his employment hereunder for one of the reasons set forth
below: any material reduction or diminution (except temporarily
during any period of incapacity due to physical or mental illness)
in the Executive's title, authorities, duties or responsibilities
or reporting requirements with the Corporation.
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7.
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CONSEQUENCES OF
TERMINATION:-
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(a)
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Disability:-
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Upon termination of the
Employment Term because of the Executive's Disability, the
Corporation shall pay or provide to the Executive (1) any unpaid
Base Salary and any accrued vacation through the date of
termination; (2) any unpaid Annual Bonus accrued with respect to
the fiscal year ending on or preceding the date of termination; (3)
reimbursement for any unreimbursed expenses properly incurred
through the date of termination; and (4) all other payments or
benefits to which the Executive may be entitled under the terms of
any applicable employee benefit plan, program or arrangement
(collectively, "Accrued Benefits").
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(b)
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Death:-
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Upon the termination of the
Employment Term because of the Executive's death, the Executive's
estate shall be entitled to any Accrued Benefits.
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(c)
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Termination for
Cause:-
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Upon the termination of the
Employment Term by the Corporation for Cause or by either party in
connection with a failure to renew this Agreement, the Corporation
shall pay to the Executive any Accrued Benefits.
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(d)
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Termination without Cause or
for Good Reason:-
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