Exhibit 10.3
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT
AGREEMENT (this "Agreement") is made and entered into this
8th day of August, 2005, between Navistar
Communications Holdings, Ltd., a Hong
Kong company which is in negotiations with
several U.S. public companies for
reverse merger and will be renamed China
Media Holdings, Inc. (the "Company"),
and Donald Lee, residing at _______________
(the "Executive").
WHEREAS, the
Company's business consists of the development and production
of traditional and digital media products
and activities incidental thereto (the
"Business");
WHEREAS, the
Company has expended considerable time, effort and resources
in the development of certain Confidential
Information, as defined hereinbelow,
which must be maintained as confidential in
order to ensure the success of the
Company's Business; and
WHEREAS, the
Executive will have immediate access to such Confidential
Information immediately upon the
Executive's execution of this Agreement;
NOW, THEREFORE,
in consideration of the covenants and promises contained
herein, the compensation and benefits
received by the Executive from the
Company, and the access given the Executive
to the aforesaid confidential and
proprietary information, and for other good
and valuable consideration, the
sufficiency of and receipt of which are
hereby acknowledged, the Company and the
Executive agree as follows:
1. Employment
Period. The Company offers to employ the Executive, and the
Executive agrees to be employed by Company,
in accordance with the terms and
subject to the conditions of this Agreement
commencing on the effective date of
this Agreement (the "Commencement Date")
and terminating the fifth anniversary
of the Commencement Date (the "Scheduled
Termination Date"), unless terminated
prior thereto in accordance with the
provisions of paragraph 7 hereinbelow. The
Executive affirms that no obligation exists
between the Executive and any other
entity which would prevent or impede the
Executive's immediate and full
performance of every obligation of this
Agreement.
2. Position and
Duties. During the term of the Executive's employment
hereunder, the Executive will serve in the
position, and assume duties and
responsibilities consistent with the
position of Chief Executive Officer unless
and until otherwise instructed by the
Company. The Executive agrees to devote
substantially all of his working time,
skill, energy and best business efforts
during the term of his employment with the
Company. The Executive covenants and
agrees that for so long as he is employed
by the Company, the Executive shall
inform the Company of each and every
business opportunity related to the
business of the Company of which the
Executive becomes aware, and that the
Executive will not, directly or indirectly,
exploit any such opportunity for the
Executive's own account, nor will the
Executive render any services to any other
person or business, acquire any interest of
any type in any other business or
engage in any activities that conflict with
the Company's best interests or
which is in competition with the
Company.
1
<PAGE>
3. Hours of
Work. The Executive's normal days and hours of work shall
coincide with the Company's regular
business hours. The nature of the
Executive's employment with the Company
requires flexibility in the days and
hours that the Executive must work, and may
necessitate that the Executive work
on other or additional days and hours. The
Company reserves the right to require
the Executive, and the Executive agrees, to
work during other or further days or
hours than the Company's normal business
hours.
4. Location. The
locus of the Executive's employment with Company shall be
the Company's office located in the offices
of the Company in Beijing, China and
its operations in New York, the United
States of America. The Company may, in
its sole discretion, require the Executive
to travel to and reside in, on a
temporary, indefinite or permanent basis,
in any other location throughout the
world in which the Company or any of its
affiliates has offices.
5. Base Salary;
Reimbursement of Expenses. (a) During the Executive's
continued full and satisfactory performance
of his duties and responsibilities
hereunder, the Company shall pay or cause
to pay, and the Executive agrees to
accept, during the first year (the "First
Year") of the Executive's employment,
in consideration for the Executive's
services, pro rata payments, as earned and
consistent with Company's then-existing
payroll practices, of the annualized
salary of US$60,000.00, less all applicable
taxes and other appropriate
deductions. Following the First Year, the
Executive's base salary shall be
reviewed annually by the Board of Directors
of the Company. The Company reserves
the right, in its sole discretion, and the
Executive hereby acknowledges the
Company's right, to make no such payments
or make reduced payments in connection
with any periods of unauthorized or
unjustified absence from work or in the
event that the Executive is unavailable or
unable to perform the Executive's
duties for the Company without adequate
justification, as determined by the
Company in its sole discretion.
(b) The Company
shall promptly pay or reimburse the Executive for all
reasonable expenses actually and properly
(in accordance with the Company's
policy) incurred or paid by him, in an
amount not to exceed US$1,000, in
connection with the performance of his
services under this Agreement (including,
without limitation, travel expenses) upon
presentation of expense statements or
vouchers or such other supporting
documentation in such form and containing such
information as the Company may from time to
time require.
6. Restricted
Stock. During the Executive's continued full and satisfactory
performance of his duties and
responsibilities hereunder, and subject to the
provisions in paragraph 7 hereinbelow, and
for each 12 month period, the Company
shall award to him, in four quarterly
installments on each three month
anniversary after the Commencement Date,
restricted shares of common stock of
the Company. Each quarterly grant shall
consist of the quantity of shares of
common stock of the Company whose aggregate
market price at close of trading on
the date of grant equals $50,000.00. The
Executive's right to receive any
quarterly grant of stock options is subject
to and conditional upon his status
as a full-time employee of the Company at
the time of such grant, and the
Executive shall not be entitled to any
portion of any quarterly grant that has
not already been awarded to him prior to
his last date of full-time employment
with the Company.
2
<PAGE>
7. Termination.
a. Death Or
Resignation. If the Executive dies or resigns during the term
of this Agreement, this Agreement shall
automatically terminate on the date of
the Executive's death or resignation and,
following the date of the Executive's
death or resignation, the Company shall
have no further obligations or liability
to the Executive or his heirs,
administrators or executors with respect to
compensation and benefits thereafter,
except for the obligation to pay the
Executive any earned but unpaid base salary
through the Executive's date of
death or resignation and to pay the
Executive for any unused accrued and
unforfeited vacation. The Company shall
deduct, from all payments made
hereunder, all applicable taxes, including
income tax, FICA and FUTA, and other
appropriate deductions.
b. Disability.
At any time during the term of this Agreement, the Company
may terminate this Agreement and the
Executive's employment with the Company
because of the Executive's "Disability," by
written notice to the Executive. For
purposes of this Agreement, "Disability"
shall mean, if at the end of any
calendar month during the term of this
Agreement, the Executive, as a result of
mental or physical illness or injury, is or
has been unable to perform his
duties under this Agreement, without or
without reasonable accommodation, for
(i) the four (4) preceding consecutive
calendar months, or (ii) any 180 days in
the previous twelve (12) months. If this
Agreement is terminated because of the
Executive's "Disability," the Company shall
have no further obligations or
liability to the Executive or his heirs,
administrators or Executors with
respect to compensation and benefits
thereafter, except for the obligation to
pay the Executive any earned but unpaid
base salary through the Executive's last
date of employment with the Company and to
pay the Executive for any unused
accrued and unforfeited vacation. The
Company shall deduct, from all payments
made hereunder, all applicable taxes,
including income tax, FICA and FUTA, and
other appropriate deductions.
c. "Cause." At
any time during the term of this Agreement, the Company may
terminate this Agreement and the
Executive's employment with the Company, at any
time, for "Company Cause." For purposes of
this Agreement, "Company Cause" shall
mean: (i) the good faith determination by
the Company's Board of Directors that
there has been continued neglect by the
Executive of his duties hereunder, or
(ii) willful misconduct on the Executive's
part in connection with the
performance of his duties hereunder,
provided however, that the Executive shall
have been given one (1) written notice of
such determination by the Company's
Board of Directors of continued neglect or
willful misconduct and thereafter the
Executive shall not have cured such neglect
or willful misconduct to the
satisfaction of the Company's Board of
Directors within fifteen (15) days of the
Executive's receipt of such written notice,
(iii) the Executive is convicted of
or pleads guilty or no contest to a felony
or other conduct involving moral
turpitude. If this Agreement is terminated
for "Company Cause," following the
Executive's last date of employment with
the Company, the Company shall have no
further obligations or liability to the
Executive or his heirs, administrators
or Executors with respect to compensation
and benefits thereafter, except for
the obligation to pay the Executive any
earned but unpaid base salary through
the Executive's last date of employment
with the Company and to pay the
Executive for any unused accrued and
unforfeited vacation. The Company shall
deduct, from all payments made hereunder,
all applicable taxes, including income
tax, FICA and FUTA, and other appropriate
deductions.
3
<PAGE>
d. Termination By The Board
of Directors. At any time during the term of
this Agreement, the Board of Directors of
the Company, in its sole discretion
and by majority vote, may terminate this
Agreement and the Executive's
employment with the Company without
"Company Cause" by delivering to the
Executive written notice. In the event that
this Agreement and the Executive's
employment with the Company is terminated
pursuant to this subparagraph 7(d),
following the Executive's last date of
employment with the Company, the Company
shall have no further obligations or
liability to the Executive or his heirs,
administrators or executors with respect to
compensation and benefits, except
for the obligation to pay the Executive any
earned but unpaid base salary
through the Executive's last date of
employment, the obligation to pay the
Executive for any unused accrued and
unforfeited vacation, and the obligation to
continue to pay the Executive his base
salary in accordance with paragraph 5(a)
hereinabove through the Scheduled
Termination Date. The Company shall deduct,
from all payments made hereunder, all
applicable taxes, including income tax,
FICA and FUTA, and other appropriate
deductions.
8. Confidential
Information.
a. The Executive
expressly acknowledges that, in the performance of his
duties and responsibilities with the
Company, he will be exposed to the trade
secrets, business and/or financial secrets
and confidential and proprietary
information of the Company, its affiliates
and/or its clients or customers
("Confidential Information"). The term
"Confidential Information" means
information or material that has actual or
potential commercial value to the
Company, its affiliates and/or its clients
or customers and is not generally
known to and is not readily ascertainable
by proper means to persons outside the
Company, its affiliates and/or its clients
or customers, and includes, without
limitation, and includes, without
limitation, the following, whether or not
expressed in a document or medium,
regardless of the form in which it is
communicated, whether or not such
information is on the Company's forms, memos,
computer disc or tape, or
