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Executive Employment Agreement

Executive Employment Agreement

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GSP-2, INC. | GSP-2, INC

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Title: Executive Employment Agreement
Governing Law: New York     Date: 7/20/2011

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Exhibit 10.5




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 7 15 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:



Term of Agreement




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.


协议于 2011 7 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 2 12 日起提供他的服 务。公司同意为高管自 2011 2 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。   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 书面通知另一方。



Position and Duties




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。




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。




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)。








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。



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 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 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。



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 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 带薪休假和中华人民共和国国家规定的公共假日。



Location of Work   工作地点


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。







Inventions 发明创造


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、   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





Termination of Employment. This Agreement may be terminated upon the occurrence of any of the following events:






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;




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 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




Effect of Termination; Severance Benefits. Executive and Company each agrees that the following provisions shall apply in the event of termination of employment:


解除 协议的效力;解雇金:


倘若解除本 协议,高管和公司均同意以下条款:




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。









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。




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




Executive agrees that all property, including, without limitation, all equipment, tangible proprietary information, documents, records, notes, contracts, and computer-generated materials furnished to or prepared by Executive incident to his employment belong to the Company and shall be promptly returned to the Company upon termination of Executive’s employment.


高管同意因其受公司雇佣而 产生的资产包括但不限于所有设备、有形的专有信息、文件、记录、笔记、合同、生成的材料将在终止本协议前退还给公司,个人财产除外。




Upon termination of Executive’s employment, Executive shall be deemed to have resigned from all offices and directorships then held with the Company and any subsidiary of the Company. Following any termination of employment, Executive shall cooperate with the Company in the winding up or transferring to other employees of any pending work and shall also cooperate with the Company in the defense of any action brought by any third party against the Company that relates to Executive’s employment by the Company.


终止本协议前,高管将被视为已退出所有的办公室和辞掉公司和公司的任何子公司的管理者的职位。在终止过程中,高管将配合公司将未完成的工作清理或转移给其他员工;任   何第三方因 涉及高管被公司雇佣而向公司索赔,高管还   将配合公司采取防 卫行动。


Executive agrees that his obligations under this

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