January 1,
2009
Mr. Yungeng
Hu
11A, 519 Xinhua
Road
Shanghai, China
200052
Re: CEO Employment
Agreement
Dear Mr.
Hu:
On behalf of the Board of Directors
(“Board”), I am pleased to offer you the position of
Chief Executive Officer with Unity One Capital Incorporated. (the
“Company”). This Employment Agreement sets forth the
terms of our offer of employment to you for your approval and
agreement.
1. Employment by the Company
.
(a) Duties . You are employed by
the Company as its Chief Executive Officer, reporting to the
Company Board. You have the standard duties and powers associated
with the CEO of a company, and your duties may include other duties
as reasonably assigned by the Board from time to time.
Notwithstanding the foregoing, you shall not be entitled to approve
or bind the Company to any action or obligation that requires
approval by the Board under corporate law, the Articles of
Incorporation, or bylaws of the Company, or the guidelines,
policies, and procedures adopted and established from time to time
by the Board without Board approval..
(b) Company
Policies . The employment relationship between you and the
Company is governed by the general employment policies and
practices of the Company; provided, however, that when the terms of
this Employment Agreement differ from or are in conflict with the
Company’s general employment policies or practices, this
Employment Agreement will control.
(c) Board
Membership . You as an elected director of the Company shall
serve in such capacity without additional compensation. As a member
of the Company’s Board, you are subject to the provisions of
the Company’s bylaws and all applicable general corporation
laws relative to your position on the Board.
2. Term of Employment
.
(a) Term. Your employment
with the Company will be for 2 years, starting from January
1 st
, 2009.
(b) Survival . Upon the
termination of your employment with the Company, for any reason,
neither you nor the Company shall have any further obligation or
liability under this Employment Agreement to the other, except as
set forth in Sections 4, 5, 6, 7, 8, 9, and 10
below.
3. Compensation and
Benefits .
(a) Salary . You will receive for
your services an annual salary of RMB1,500,000, payable in
accordance with the Company’s standard payroll practices and
subject to standard withholdings for taxes and social security and
the like. Your Salary will be reviewed at least
annually.
Mr. Yungeng
Hu
January 1st,
2009
Page
2
(b) Benefits . During your
employment with the Company, you will be entitled to participate in
any group insurance, hospitalization, medical, dental, health and
accident, disability or similar plan or program or equivalent
benefits of the Company to the extent that you are eligible under
the general provisions of these plans. The Company may, in its sole
discretion and from time to time, establish additional senior
management benefit programs as it deems appropriate. You understand
that any benefit plans may be modified or eliminated in the sole
discretion of the Company in accordance with applicable
law.
(d) Vacation . You will be entitled
to a period of annual paid vacation time equal to not less than
four weeks per year. Your eligibility to carryover your accrued
vacation shall be subject to the Company policy applicable to
employees at a similar level in effect during the term of this
Employment Agreement. You shall also be entitled to pay, at your
salary rate, for any or all vacation not taken in a calendar year,
such payment to be made on the first regular payday following the
end of the calendar year.
(e) Key Person Insurance . You
agree to take such actions as may be reasonably necessary or
appropriate to permit the Company to obtain a key person insurance
policy insuring you and naming the Company as beneficiary, should
the Company wish to obtain such insurance.
(f) Directors and Officers Liability
Insurance. The Company will provide you during the
term of this Employment Agreement the same level of coverage of
directors and officers liability insurance that Company extends to
its other directors and officers.
(g) Expenses . Subject to
compliance with the Company’s normal and customary policies
regarding substantiation and verification of business expenses, you
are authorized to incur on behalf of the Company, and the Company
will directly pay or shall fully reimburse you for, all customary
and reasonable expenses incurred for promoting, pursuing, or
otherwise furthering the business of the Company and its
affiliates.
(h) Indemnification Agreement . As
an officer, director and employee, the Company will enter into a
standard indemnification agreement that will indemnify you to the
maximum extent permitted by law.
4.
Termination of Employment .
(a) Termination Upon Death . If you
die during your employment with the Company, the Company shall pay
to your estate, or other designated beneficiary(s) as shown in the
records of the Company, any salary and/or bonuses earned but unpaid
as of the termination date (which for purposes of this subsection
(a) shall be the date of your death); accrued but unused vacation
time as of the end of the month in which you die; and benefits that
you are entitled to receive as of the date of your death under
benefit plans of the Company, less standard withholdings for tax
and social security purposes. In the event of your death, the
Company shall have no obligation to make any other payment,
including severance or other compensation, of any kind. All other
benefits provided by the Company to you under its existing benefit
plans shall be determined under the provisions of those
plans.
Mr. Yungeng
Hu
January 1st,
2009
Page
3
(b) Termination Upon Disability .
The Company may terminate your employment if you
suffer a disability that renders you unable, as determined in good
faith by the Board, to perform the essential functions of your
position, even with reasonable accommodation, for three months
within any twelve month period. If your employment is terminated
pursuant to this Section 5(b), you shall receive payment for
any earned and unpaid salary and/or bonuses as of the termination
date (which for purposes of this subsection (b) shall be the date
specified by the Board); accrued but unused vacation time as of the
end of the month in which the termination for disability occurs;
and benefits that you are then entitled to receive under benefit
plans of the Company, less standard withholdings for tax and social
security purposes. If your employment is terminated as a result of
a disability pursuant to this Section 5(b), the Company also
shall provide to you as severance the payment of an amount equal to
six months of your salary, less standard withholdings for tax and
social security purposes, in a lump sum on the termination
date.
Except as set forth in the immediately preceding
paragraph, after the termination date, no other compensation of any
kind or severance or other payment of any kind or payment in lieu
of notice shall be payable by the Company if your employment is
terminated as a result of a disability. All benefits provided by
the Company under Section 3(b) shall be extended, at your election
and cost, to the extent permitted by the applicable insurance
policies and benefit plans of the Company, for six months after
your termination date, except as otherwise required by law (
e.g. , COBRA health insurance continuation election). Except
as set forth in the immediately preceding sentence, all benefits
provided by the Company to you under this Employment Agreement or
otherwise shall cease as of your termination date.
(c) Voluntary Termination .
You may voluntarily terminate your employment with the Company at
any time. If you voluntarily terminate your employment, you will
receive payment for any earned and unpaid salary and/or bonuses as
of the date of such termination; accrued but unused vacation time;
and benefits you are entitled to receive under benefit plans of the
Company, less standard withholdings for tax and social security
purposes, through the termination date, which for purposes of this
subsection (c) shall be the date upon which you voluntarily cease
performing your duties under this Employment Agreement. The Company
shall have no further obligation to pay any compensation (including
severance) of any kind. All benefits provided by the Company to you
under this Employment Agreement or otherwise shall cease as of the
date of your voluntary termination.
(d) Termination for Cause
.
(1) Termination; Payment of Salary and
Vacation . The Board may terminate your employment with the
Company at any time for “cause” (as defined below). In
the event that your employment is terminated under this
subsection (d), you shall receive payment for all earned but
unpaid salary; accrued but unused vacation time; and benefits you
are then entitled to receive under benefit plans of the Company,
less standard withholdings for tax and social security purposes,
through the date of your termination, which for purposes of this
subsection (d) shall be the date upon which such notice of
termination is given. The Company shall have no further obligation
to pay you compensation of any kind nor to make any payment in lieu
of notice. All benefits provided by the Company to you under this
Employment Agreement or otherwise shall cease as of the termination
date.
(2) Definition of Cause . For
purposes of this Employment Agreement, the Company shall have
“cause” to terminate your employment upon any of the
following: (a) a material breach by you of the terms of this
Employment Agreement; (b) any breach of fiduciary duty or act
of theft, misappropriation, embezzlement, intentional fraud,
falsification of any employment or Company records, or other
violation of applicable law or regulation or similar conduct by you
involving the Company or any of its affiliates; (c) your
conviction or plea of nolo contendere or the equivalent
involving a felony or a crime involving fraud or dishonesty;
(d) any damage of a material nature to the business or
property of the Company or any of its affiliates caused by your
willful or grossly negligent conduct; (e) the willful failure
or refusal by you to perform reasonable duties, responsibilities,
or instructions from the Board; (f) engaging in abuse of alcohol,
illegal drugs, or controlled substances in a manner that materially
interferes with your performance of your duties; or (g) improper
disclosure of the Company’s confidential or proprietary
information. No act, or failure to act, by you shall be considered
“willful” unless committed without a reasonable belief
that the act or omission was in the Company’s best
interest.
Mr. Yungeng
Hu
January 1st,
2009
Page
4
(e) Termination Without Cause . The
Company, at any time without prior written notice, may terminate
you without cause. If your employment is terminated without cause
you shall receive payment for all earned but unpaid salary and/or
bonuses as of the termination date (which for purposes of this
subsection (e), shall be the date of your termination); accrued but
unused vacation time; and benefits you are then entitled to receive
under benefit plans of the Company, less standard withholdings for
tax and social security purposes, as of the termination date. Upon
execution by you of an effective release of claims substantially in
the form attached as Exhibit A , the final wording of which
shall be determined by the Company in conjunction with its legal
counsel (the “Release”) the Company shall also pay to
you as severance (1) an amount equal to two months of your salary,
less standard withholdings for tax and social security purposes, in
a lump sum on the termination date; (2) continuation of all
benefits you are then entitled to receive under benefit plans of
the Company for a period of six months; and (3) Acceleration of
vesting of unvested stock options as described in Section 5(h)
below, effective upon such termination date (“Acceleration
Date”). No other compensation of any kind or severance or
other payment of any kind shall be payable by the Company after
such termination date. All benefits provided by the Company to you
under this Employment Agreement or otherwise shall cease as of the
termination date.
(f) Change of Control . If your
employment is terminated without your written consent within twelve
months after a Change of Control (as defined below), you shall
receive payment for all earned but unpaid salary and/or bonuses, as
of the termination date (which for purposes of this subsection (f),
shall be the date of your termination); accrued but unused vacation
time; and benefits you are then entitled to receive under benefit
plans of the Company, less standard withholdings for tax and social
security purposes, as of the termination date. In such event, the
Company shall also provide to you as severance (1) the payment
of an amount equal to two months of your salary, less standard
withholdings for tax and social security purposes, in a lump sum on
the termination date; (2) continuation of all
benefits you are then entitled to receive under benefit plans of
the Company for a period of six months; and (3) Acceleration of
vesting of unvested stock as described in Section 5(h) below,
effective upon such termination date (“Acceleration
Date”). No other compensation of any kind or
severance or other payment of any kind shall be payable to you by
the Company after such termination date. All benefits provided by
the Company to you under this Employment Agreement or otherwise
shall cease as of the termination date.
(1) For purposes of this Section 5(f), a
Change of Control shall be deemed
