GSP-2, INC.
This Executive Employment Agreement
(this “Agreement” ) is dated as of July 15, 2011
by and between Mr. Wei Yushan (the “ Executive
”) and GSP-2, INC. , a Nevada company (the
“Company” ).
本雇用
协议由内华达州的
GSP-2, INC. 公司
(“ 公司
”) 与魏玉山(
” 高管
” )于
2011 年
7 月
15 日
签订。
The Company believes it is in the
best interests of the Company to employ the Executive and incentive
the Executive to serve the Company. Accordingly, the Company and
the Executive agree to enter into this Employment
Agreement.
Now therefore, in consideration of
the mutual promises, covenants and agreements contained herein, the
parties hereto agree as follows:
|
|
(a)
|
This Agreement shall commence on
July 16, 2011 (the “ Start Date ”) and will end
on the third anniversary of the Start Date (the “ Initial
Term ”). However, the Executive and the Company both
understand that the Executive has been provided his services since
February 12, 2011. The Company agrees to compensate the
Executive for his services for the period started from February 12,
2011 to the Start Date of this agreement for USD $46,666.
Commencing on the third anniversary of the Start Date, and each
such anniversary thereafter, the term of the Executive’s
employment shall automatically be extended for one (1) additional
year, unless, no later than ninety (90) days prior to such
anniversary, either party shall have given notice to the other that
it does not wish to extend the Employment Period of this Agreement.
Subject to the Company’s severance payment obligations set
forth in Section 7 below, this Agreement may be terminated by
either party with cause during the Initial Term or without cause
after the Initial Term, on ninety (90) days written notice to the
other party.
本
协议于
2011 年
7 月
16 日(初始日)
开始,三年期满。然而,高管和公司都理解,高管已自
2011 年
2 月
12 日起提供他的服
务。公司同意为高管自
2011 年
2 月
12 日起到初始日
间提供的服务付款
46,666 美元。在三年期
满前,若双方任一方在三年期满前
90 天没有通知另一方解
约,则本协议将自动延期一年。
第
7 条款
规定的公司遣散费,本协议可由任一方在初始期限内有原因提出或在初始期限后无原因提出终止,但需提前
90 天
书面通知另一方。
|
|
|
(a)
|
Executive shall be employed by the Company as
Chief Executive Officer (CEO) and President and will directly
report to the board of directors.
高管在公司任
职首席执行长和总裁,并直接报告给董事会。
|
|
|
(b)
|
Executive shall perform such duties
and responsibilities as are normally related to such position in
accordance with the standards of the industry and any additional
duties now or hereafter assigned to Executive by the Company.
Executive shall abide by the Company’s rules, regulations,
and practices as they may from time-to –time be adopted or
modified.
高管将履行
岗位规定的职责和义务,并将遵守公司的规章制度。
|
|
|
(c)
|
Except upon the prior written
consent of the Company, Executive will not, during the term of this
Agreement, accept any other employment, or engage, directly or
indirectly, in any other business activity (whether or not pursued
for pecuniary advantage) that might interfere with
Executive’s duties and responsibilities hereunder or create a
conflict of interest with the Company.
高管在没有公司的
预先书面同意下,为避免高管的工作职责
受到干
涉或造成与公司的利益冲突,高管不可以接受其它公司雇用、直接或间接地雇用(不论是否有报酬)。
|
|
|
(d)
|
It is understood that the
Executive's role and responsibilities may be refined in accordance
with the Company's evolving requirements. The scope of
the Executive's duties shall be determined from time to time in
accordance with the needs of the Company by the Board of
Directors. The Company may reassign the Executive to a
different position in the Company. If appropriate, the
level of the Executive’s salary and benefits will be
increased or decreased in accordance with such new
assignment.
高管的角色和
职责将依据公
司的
发展而变化。高管的职责范围将根据公司董事会的要求被更改。公司可重新分配高管到不同的岗位上。如果有这些安排,高管的薪酬和福利将根据新职位不同而增加或减少。
|
|
3.
|
Compensation 报酬
The Executive shall receive an annual salary of
USD $160,000.00, payable on a quarterly basis, and performance
bonuses as discretionarily determined by the Board of Directors of
the Company from time to time. At the Executive’s election,
the salary may be paid in the Company’s common stocks. The
common stock price used to calculate the number of shares shall be
the Company’s most recent financing prior to the
Company’s stock is traded on any stock exchange board. After
the Company’s stock is traded on a stock exchange board, the
common stock price used for calculated the number of shares shall
be the average of last ten trading business days prior to the
salary payable date. Executive’s election. During the
continuance of this Agreement, the Executive will be entitled to
participate in and to receive benefits from all present and future
medical and all other benefits made available generally to
employees of the Company.
高管的年薪
为
160,000.00 美元,
业绩奖金将由董事会决定。在高管的选择下,工资可以本公司的普通股支付。在公司股票于任何联交所主板上交易前,普通股的价格是以本公司最近期融资的
来
计算应发的股份数。在公司股票于任何联交所主板上交易后,普通股的价格是以每季应付工资日前十个交易工作日的平均价格来计算应发的股份数。在协议期内,高管将有权参与和接受公司现有和未来的医疗方面的福利和其他提供一般员工的福利。
|
|
4.
|
Working Hours and
Holidays 工作
时间和假期
The Executive shall carry out his duties on a
full-time basis, no less than forty (40) hours a week. The
Executive will be required to work in flexible working hours as
needed to fulfill his duties.
高管将
执行全职,每周工作不少于
40 小
时。高管根据自己的职责将被要求在弹性工作时间来履行自己的职责。
The Executive is entitled to 15 workings days
paid leave per year in addition to the People’s Republic of
China (the “ PRC ”) public holidays.
高管有
权利享受每年
15 天
带薪休假和中华人民共和国国家规定的公共假日。
|
|
|
The Executive will be required to work in such
place(s), within or outside the jurisdiction of the People’s
Republic of China as assigned by the Company.
高管将被按公司指派在中
华人民共和国管辖的范围内或范围外工作。
|
|
|
If, during the term of this Agreement, the
Executive performs work that results in the development of any
inventions relating to processes, products or formula (the "
Inventions "), such Inventions shall be the exclusive
property of the Company, and the Executive shall promptly disclose
the Inventions to the Company, and shall take all necessary steps,
including the execution of documents, to vest ownership and control
of the Inventions in the Company. Notwithstanding the
foregoing, the Executive shall have the right to retain ownership
of all patents obtained on any Inventions made by the Executive
during the Executive’s non-working hours, and without use of
or reference to the Company's facilities, Confidential Information
or materials.
如果在任
职期限内,高管在履行工作过程有关于工序、产品或配方的发明,此发明的所有权属于公司,高管需立即向公司披露此发明,并采取一切必要的措施,包括提供执行文件、
授
权发明的所有权和控制权给公司。尽管有有上述规定,高管有权保留非工作期间没有使用或参照公司的设施、保密信息或材料而取得任何发明专利的所有权。
|
|
|
Termination of Employment and
Severance Benefits 协议的解除和解雇金
|
|
|
|
|
|
(a)
|
Termination of Employment. This
Agreement may be terminated upon the occurrence of any of the
following events:
|
|
|
(i)
|
The Company’s determination in
good faith to terminate the Executive for Cause (as defined in
Section 9 below);
公司在
诚信的基础上因原因(详见第
9 条描述)决定
终止执行本协议;
|
|
|
(ii)
|
The effective date of a written
notice sent to the Company from the Executive stating that the
Executive is electing to terminate his employment with the Company
(“ Voluntary Termination ”); provided that such
effective date shall be no earlier than Ninety (90) days after
delivery of written notice to the Company; or
高管在有效日期内
书面通知公司要求与公司解除
本
协议
(“ 自愿
终止
”) ,
执行的日期不得早于书面通知公司
90 天后;或
|
|
|
(b)
|
Effect of Termination; Severance
Benefits. Executive and Company each agrees that the following
provisions shall apply in the event of termination of
employment:
|
|
|
|
Voluntary Termination. If the
Executive’s employment terminates by Voluntary Termination,
then the Executive shall not be entitled to receive payment of any
severance benefits. The Company shall have the option, in its sole
discretion, to make Executive’s termination effective at any
time prior to the end of such notice period as long as the Company
provides Executive with all compensation to which he would be
entitled for continuing employment through the last day of the
notice period. Thereafter, all obligations of the Company under
this Agreement shall cease.
自愿
终止:如果高管的雇用因自愿终止,则高管无权接受解雇金。公司将有权选择、全权决定
, 在任何
时间终止高管的雇佣,在通知期限结束之前只要公
司提供高管薪酬,高管将
继续工作到通知期限的最后一天。此后,公司将停止履行所有本协议项下的义务。
|
|
|
(ii)
|
Involuntary Termination. Except in
situations where Executive’s employment is terminated for
Cause, by death or by disability, in the event that the Company
terminates Executive’s employment, Executive will be eligible
to receive an amount equal to ninety (90) days of Executive’s
then-current Base Salary payable in the form of salary
continuation.
非自愿
终止:除非高管的雇用是因死亡或残疾而终止,倘若公司终止本协议,高管有资格接受按薪酬计划规定的相当于
90 天的基本工
资。
|
|
|
(iii)
|
Termination for Cause. The Company shall pay to
Executive’s all compensation to which Executive is entitled
up through the date of termination, and thereafter, all of the
Company’s obligations under this Agreement shall
cease.
因原因
终止:公司在终止协议日将支付高管所有补偿,此后,公司停止履行本协议项下的义务。
|
|
|
|
Termination Obligations
终止义务
|
|
|
(i)
|
Executive agrees that all property,
including, without limitation, all equipment, tangible
proprietary information, documents, records, notes, contracts, and
computer-generated materials furni
|
|