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Oakridge International
Corporation
Suite 1609, Jie Yang
Building
271 Lockhart Road
Wanchai, Hong Kong
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Mr. Michael Burney
3001 Bridgeway Blvd. K291
Sausalito, CA 94965
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I am very pleased to offer you the position of Chief Executive
Officer and President with Oakridge International Corporation (the
"Company"). This Employment Agreement sets forth the terms of our
offer of employment to you for your approval and agreement.
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1.
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Employment by the
Company .
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(a)
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Duties . You will be employed by the Company as its Chief
Executive Officer and President, reporting to the Company's Board
of Directors. You agree to devote substantially all of your
business time, energy, and skill to your duties at the Company and
you will have the standard duties and powers associated with the
chief executive officer of a company. 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.
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(b)
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Company Policies . The employment relationship between
you and the Company will be 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.
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(c)
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Board Membership . You shall serve on the Company's Board
of Directors without additional compensation. As a member of the
Company's Board, you will be subject to the provisions of the
Company's bylaws and all applicable general corporation laws
relative to your position on the Board.
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(a)
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Term. Your employment with the Company will be for a five
year term, and may be terminated by you or the Company at any time,
with or without cause, under the terms set out in Section 5.
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(b)
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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 and 9,
below.
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3.
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Compensation and Benefits .
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(a)
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Compensation & Benefits Effective Date . You and the
Company agree that the Company shall have no current or accrued
liability for any Salary, Benefits, Vacation Expenses or Severance
set out in Section 5, in connection with this agreement until after
the successful closing of a Financing ("the Financing") as defined
below.
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(b)
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Salary . Commencing upon closing of the Financing
(defined below) you will receive for your services an annual base
salary of US$200,000 (the "Base Salary"), payable in accordance
with the Company's standard payroll practices and subject to
standard withholdings for taxes and social security and the like.
Your Base Salary will be reviewed at least annually.
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(c)
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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 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.
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(d)
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Vacation . You will be entitled to a period of annual
paid vacation time equal to not less than 20 business days 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 Base 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.
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(e)
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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.
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(f)
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Savings and Retirement Plans . Immediately upon the
commencement of your employment and during the term of this
Agreement, you shall be entitled to participate in all savings and
retirement plans, practices, policies, and programs provided by the
Company to other employees.
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(g)
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Directors and Officers Liability Insurance . Company will
promptly obtain appropriate director and officer liability
insurance and will provide you coverage under such insurance during
the term of this Employment Agreement.
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(h)
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Indemnification Agreement . The Company will enter into a
standard indemnification agreement with you which indemnifies you
to the fullest extent permitted by law for litigation,
investigations, damages, or claims arising out of or related to
your involvement with the Company.
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(i)
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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.
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4.
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Financing and Financing Bonus .
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(a)
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Financing . Upon the successful closing by the Company
(or execution of an acceptable subscription agreement or stock
purchase agreement, or series of agreements) of investments in or
equivalent financing agreements for the Company in the aggregate
amount of at least US$2,500,000 on or before December 31, 2009 (the
"Financing"), you shall receive a bonus equal to 2% of the total
Financing amount ("Financing Bonus"). Expenses in connection with
this Financing (except for legal and accounting for the benefit of
the Company) will not be reimbursed by the Company to you.
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5.
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Termination of Employment .
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(a)
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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 Base 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.
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(b)
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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 (3) months within any twelve (12) month period. If your
employment is terminated pursuant to this Section 5(b), you shall
receive payment for any earned and unpaid Base 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 (6) months of your
then Base Salary, less standard withholdings for tax and social
security purposes, in a lump sum on the termination date.
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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 (6) 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.
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(c)
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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 Base 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 hereunder. 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.
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(d)
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Termination for Cause .
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(1)
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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 Base 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.
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