(English Translation)
EXECUTIVE EMPLOYMENT AGREEMENT
This
Executive Employment Agreement (“Agreement”) is made
effective as of Sept 01, 2007 (“Effective Date”), by
and between Organic Region Group Ltd., a BVI corporation
(“Company”) and Luo Xiong
(“Executive”).
The
parties agree as follows:
1.
Employment. Company hereby employs Executive, and Executive
hereby accepts such employment, upon the terms and conditions set
forth herein.
2.
Duties.
2.1
Position. Executive is employed as Chief Operating Officer,
and shall have the duties and responsibilities assigned by
Company’s Board of Directors as may be reasonably assigned
from time to time. Executive shall perform faithfully and
diligently all duties assigned to Executive. Company reserves the
right to modify Executive’s position and duties at any time
in its sole and absolute discretion.
2.2
Best Efforts/Full-time. Executive will expend
Executive’s best efforts on behalf of Company, and will abide
by all policies and decisions made by Company, as well as all
applicable laws, regulations or ordinances. Executive will act in
the best interest of Company at all times. Executive shall devote
Executive’s full business time and efforts to the performance
of Executive’s assigned duties for Company, unless Executive
notifies the Chief Executive Officer in advance of
Executive’s intent to engage in other paid work and receives
the Chief Executive Officer’s express written consent to do
so.
2.3
Work Location. Executive’s principal place of work
shall be located in 6F No.947,Qiao Xing Road, Shi Qiao Town, Pan Yu
District, Guang Zhou, China, or such other location as the parties
may agree upon from time to time.
3.
At-Will Employment Relationship. Executive’s
employment with Company is at-will and not for any specified period
and may be terminated
at any time, with or without
Cause, by either Executive or Company, subject to section 7
below and its subparts. No representative of Company, other than
the Chief Executive Officer of the Board of Directors, has the
authority to alter the at-will employment relationship. Any change
to the at-will employment relationship must be by specific, written
agreement signed by Executive and Company’s Chief Executive
Officer. Nothing in this Agreement is intended to or should be
construed to contradict, modify or alter this at-will
relationship.
4.
Compensation.
4.1
Base Salary. As compensation for Executive’s
performance of Executive’s duties hereunder, Company shall
pay to Executive an initial Base Salary of RMB 360,000 per year,
payable in accordance with the normal payroll practices of Company,
less required deductions for withholding tax, social security and
all other employment taxes and payroll deductions.
4.2
Incentive Compensation. Executive will be eligible to
receive incentive compensation, the terms, amount and payment of
which shall be determined by Company in its sole and absolute
discretion.
4.3
Performance and Salary Review. Company will periodically
review Executive’s performance on no less than an annual
basis. Adjustments to salary or other compensation, if any, will be
made by the Company in its sole and absolute discretion.
5.
Customary Fringe Benefits. Executive will be eligible for
all customary and usual fringe benefits generally available to
executives of Company subject to the terms and conditions of
Company’s benefit plan documents. Company reserves the right
to change or eliminate the fringe benefits on a prospective basis,
at any time, effective upon notice to Executive.
6.
Business Expenses. Executive will be reimbursed for all
reasonable, out-of-pocket business expenses incurred in the
performance of Executive’s duties on behalf of Company. To
obtain reimbursement, expenses must be submitted promptly with
appropriate supporting documentation in accordance with
Company’s policies.
7.
Termination of Executive’s Employment.
7.1
Termination for Cause by Company. Although Company
anticipates a mutually rewarding employment relationship with
Executive, Company may terminate Executive’s employment
immediately at any time for Cause. For purposes of this Agreement,
“Cause” is defined as: (a) acts or
omissions constituting gross
negligence, recklessness or willful misconduct on the part of
Executive with respect to Executive’s obligations or
otherwise relating to the business of Company;
(b) Executive’s material breach of this Agreement or
Company’s Invention and Non-Disclosure and Arbitration
Agreement; (c) Executive’s conviction or entry of a plea
of nolo contendere for fraud, misappropriation or embezzlement, or
any felony or crime of moral turpitude or dishonesty;
(d) Executive’s willful neglect of duties as determined
in the sole and exclusive discretion of the Board of Directors;
(e) Executive’s failure to perform the essential
functions of Executive’s position, with or without reasonable
accommodation, due to a mental or physical disability;
(f) misconduct by Executive that materially jeopardizes the
Company’s right or ability to operate its business;
(g) Executive’s violation of any of the Company’s
material policies or procedures, including without limitation,
Company’s Equal Employment Opportunity and Anti-Harassment
policies; or (h) Executive’s death. In the event
Executive’s employment is terminated in accordance with this
subsection 7.1, all other Company obligations to Executive pursuant
to this Agreement will become automatically terminated and
completely extinguished. Executive will not be entitled to receive
the Severance Payment described in subsection 7.1 below.
7.2
Termination Without Cause by Company/Severance.
Executive’s employment is at-will and Company can terminate
the employment relationship at any time without Cause. In the event
of such termination without cause, Executive will receive a
“Severance Payment” equivalent to one year of
Executive’s Base Salary then in effect on the date of
termination, payable in accordance with Company’s regular
payroll cycle, provided that Executive: (a) complies with all
surviving provisions of this Agreement as specified in subsection
13.8 below; (b) executes a full general release acceptable to
Company, releasing all claims, known or unknown, that Executive may
have against Company arising out of or any way related to
Executive’s employment or termination of employment with
Company; (c) agrees to provide transition assistance to
Company, without further compensation, for 3 months
foll
