Exhibit 10.1
VICE PRESIDENT OF FINANCE
EMPLOYMENT CONTRACT
This employment agreement (this
“ Agreement ”) has been entered into as of
the 5th day of October 2009 (the “ Execution Date
”) by and between China Architectural Engineering, Inc.
(NASDAQ-OMX:CAEI) (“ CAEI
”), and Gene Michael Bennett, an individual
residing in Beijing, People’s Republic of China (“
Employee ”).
W I T N E S S E T
H
WHEREAS, Employee has the
experience, know-how, ability and qualifications to serve as the
CAEI’s Vice President of Finance.
WHEREAS, as CAEI desires to secure
the services of the Employee as Vice President of Finance, and
the Employee desires to accept such employment.
WHEREAS, the parties desire to enter
into this Agreement to establish the terms and conditions of the
Employee’s employment as Vice President of Finance of
CAEI.
NOW
THEREFORE, in consideration of the material advantages accruing to
the two parties and the mutual covenants contained herein, and
intending to be legally and ethically bound hereby, CAEI and the
Employee agree with each other as follows:
1.
Employment, Duties and
Performance . The Employee
will render full-time professional services to CAEI in the capacity
of Vice President of Finance of CAEI. He will at all
times, diligently, in good faith, in a manner consistent
with the best interests of CAEI , and to
the best of his ability, perform all duties that may be required of
him by virtue of his position as Vice President of Finance and all
duties set forth in CAEI’s bylaws and in policy statements of
the Board of the Directors of CAEI (the “ Board
”). It is understood that these duties shall be
substantially the same as those of a vice president of finance of a
business corporation. The Employee is hereby vested with authority
to act on behalf of the Board in keeping with policies adopted by
the Board, as amended from time to time. In addition, he shall
perform in the same manner any special duties assigned or delegated
to him by the Board. In the course of his employment,
Employee shall comply with all policies, including Codes of Ethics,
that are applicable to the CAEI’s officers in general and the
vice president of finance, in particular.
2.
Term . This Agreement shall have an effective
date as of September 28, 2009 (the “ Effective Date
”) and shall expire, unless terminated earlier pursuant to
and in accordance with the provisions of this Agreement, or
extended by mutual agreement of the parties, on September 27, 2014
(the “ Term ”). If the parties
desire to renew this Agreement, terms of a new contract shall be
completed, or the decision made not to negotiate a new contract
made, not later than the end of the tenth month of the year of
expiration. This contract and all its terms and conditions shall
continue in effect until terminated.
3.
Compensation .
(a)
Base Salary . In
consideration for the Employee’s services as Vice President
of Finance, CAEI agrees to pay the Employee a base salary of One
Hundred Eighty Thousan d U.S. Dollars ($180,000USD) per annum,
which shall paid monthly at the rate of Fifteen Thousand U.S.
Dollars ($15,000USD) per month, subject to all legally required
deductions and withholdings, in accordance with the customary
payroll practices of CAEI (“ Base Salary
”).
(b)
Option Grants . The Employee shall receive the following
number of option grants under and subject to CAEI’s 2009
Omnibus Incentive Plan with the vesting schedules as indicated
below:
1.)
Employee shall receive a sign-on bonus of
stock options exercisable into 100,000 shares of common stock (the
“ Initial Options ”). The per share
exercise price for Initial Options shall be the closing market
price of a share of common stock on the NASDAQ-OMX on the Grant
Date of the Initial Options, as defined in the Stock Option
Agreement, as defined below. The Initial Options shall vest at the
rate of 10,000 shares per month, with the first vesting of 10,000
options to occur on November 27, 2009, which is 60 days from the
Effective Date, and with the last vesting of 10,000 options ending
upon the total vested being 100,000, in accordance with
CAEI’s Stock Option Agreement, a form of which is attached
hereto as Exhibit A (the “ Stock Option
Agreement ”).
2.)
Annually for the next two anniversary
dates, i.e., on each September 28, 2010 and September 28, 2011,
during the Term of this Agreement, the Employee shall receive the
option grants as per the following formula (the “
2010/2011 Options ”):
|
Amount of
Stock Options to be granted on each anniversary
date
|
=
(100,000) X
|
(Average
Closing Trading Price of a share of CAEI common stock as reported
by NASDAQ during the 30 calendar days immediately preceding the
respective anniversary date)
(Exercise
Price of the Initial Options)
|
3.)
For the years after the first two
anniversary dates, i.e., on each of September 28 of 2012, 2013, and
2014, a grant of options shall be made that follow the same formula
as the Initial Options except that the denominator will be based on
the Average Closing Trading Price of the prior year, as set forth
in the formula below (the “ 2012/2013/2014 Options
,” and collectively with the 2010/2011 Options, the “
Annual Options ”):
|
Amount of
Stock Options to be granted on each anniversary
date
|
=
(100,000) X
|
(Average
Closing Trading Price of a share of CAEI common stock as reported
by NASDAQ during the 30 calendar days immediately preceding the
anniversary date)
(Average
Closing Trading Price of a share of CAEI common stock as reported
by NASDAQ during the 30 calendar days immediately preceding
September 28 th of the previous year).
|
For
each grant of each of the Annual Options, respectively, the
Employee and CAEI
shall enter into CAEI’s Stock
Option Agreement.
4.
Business Expenses
. All reasonable business
expenses incurred by Employee in connection with the performance of
his duties shall be reimbursed or pre-paid. Reimbursement shall be
paid after submission of itemized business expense reports with
supporting receipts, and such payment shall be made in accordance
CAEI’s reimbursement payment policies, but in no event later
than 20 days after submission of the business expense
report.
5.
Benefits, Vacation, and Other
Matters .
(a)
The Employee shall be entitled to two (2)
weeks on compensated vacation time in each of the contract years
during the Term, to be taken at times mutually agreed upon between
him and the Chairman of the Board.
(b)
In the event of a period of prolonged
inability to work due to the result of Employee’s sickness or
an injury, the Employee will be compensated at his full rate pay up
to three (3) months from the date of the sickness or
injury.
(c)
In addition, the Employee, as have been
mutually agreed upon between him and the Chairman of the Board,
will be permitted to be absent from CAEI during working days to
attend professional meetings and to attend to such outside
professional duties.
(d)
The Employee shall receive a housing
allowance equal to 10,000 RMB per month paid at the end of each
quarter.
(e)
CAEI agrees to pay dues to professional
associations and societies and to such service organizations and
clubs of which the Employee is a member, as may be approved by the
Chairman of the Board as being in the best interests of
CAEI.
(f)
CAEI also agrees to (i) insure the
Employee under its general liability insurance policy for all acts
done by him in good faith as Vice President of Finance throughout
the Term of this contract; and (ii) provide comprehensive health
and major medical health insurance for the Employee and his
family.
(g)
In addition, the Employee shall be
entitled to all other fringe benefits to which all other general
employees of the CAEI are entitled.
6.
Termination .
(a)
The Board may, in its sole discretion,
and with or without cause, terminate this Agreement and the
Employee's employment. Such action shall require a minimum majority
of vote of the entire Board and become effective upon written
notice to the Employee or at such later time as may be specified in
said notice. After such termination, all rights, duties and
obligations of both parties shall cease except that CAEI shall
continue to pay the Employee his then monthly Base Salary for
the month in which his duties were terminated and for two (2)
consecutive months thereafter (the “ Severance Period
”) as an agreed upon severance payment (“ Severance
Payment ”), subject and conditioned on the Employee
signing a full release and waiver agreement in substantially the
form as provided by CAEI to effect the Releases, as defined below
in Paragraph 6 (the “ Release Agreement
”). During the Severance Period, the Employee
shall not be required to perform any duties for CAEI, other than
providing reasonable assistance in good faith to CAEI solely for
the purpose of transitioning the Employees’
duties.
(b)
Neither shall the fact that the Employee
seeks, accepts and/or undertakes other employment during the
Severance Period affect such Severance Payments. Also, CAEI
agrees to keep the Employee's health and major medical insurance
coverage paid up and in effect during the Severance
Period.
(c)
CAEI may terminate Employee’s
employment immediately, without notice, if CAEI determines that
Cause exists. For purposes of this Agreement, “
Cause ” shall mean: (i) An act of
dishonesty, fraud, embezzlement, or misappropriation of funds or
proprietary information in connection with the Employee’s
responsibilities as an
Employee; (ii) Employee’s conviction
of, or plea of nolo contendere to, a felony or a crime
involving moral
turpitude; (iii) Employee’s willful or
gross misconduct in connection with his employment duties which,
directly or indirectly, has a material adverse effect on CAEI; or
(iv) Employee’s habitual failure or refusal to
perform his employment duties under this Agreement, if such failure
or refusal is not cured by Employee within ten (10) days after
receiving written notice thereof from CAEI. In the event
that Employee’s employment is terminated for Cause, the
Employee shall only be entitled to that portion of the Base Salary
that has been earned but unpaid prior to such termination for
Cause, and any expense reimbursements due and owing to Employee as
of such termination date.
(d)
Should the Board, without written consent
of the Employee, reduce the Employee's duties or authority so it
can reasonably be found that the Employee is no longer performing
as the Vice President of Finance, the Employee shall have the
right, in his complete discretion, to provide written notice of
termination of this Agreement to the Chairman of the Board, with
such termination to be effective within ninety (90) days of such
written notice, unless such ninety (90) day period is waived in
writing by CAEI.
(e)
Should the Employee at his discretion
elect to terminate this contract for any other reason than as
stated in Sub-Paragraph 6(d) and Paragraph 7, he shall provide to
the Board ninety (90) days' written notice of his decision to
terminate. The Employee will not be entitled to
the Severance Payments or any other severance benefits if the
Employee terminates this Agreement under this Sub-Paragraph
6(e). At the end of the ninety (90) days, all rights,
duties and obligations of both parties to the contract shall cease,
provided, however, that CAEI, in its sole discretion, may elect to
waive the 90 days notice period and effect the Employee’s
election to terminate this Agreement immediately.
(f)
If an event described in Sub-Paragraphs
6(a) or Paragraph 7 occurs, and the Employee accepts any of the
Severance Payments and severance benefits described therein, to the
extent not prohibited by law, the Employee shall be deemed to
voluntary release and forever discharge the CAEI and its officers,
directors, employees, agents, and related corporations and their
successors and assigns, both individually and collectively and in
their official capacities (hereinafter referred to collectively as
" Releases "), from any and all liability arising out of his
employment and/or the cessation of said employment. Further,
Employee agrees that he must execute and abide by the Release
Agreement to confirm his obligations under the
Releases. Nothing contained in this paragraph and
nothing shall prevent the Employee from bringing an action to
enforce the terms of this Agreement.
7.
Change of Control
. If CAEI is undergoes a
Change of Control, as defined below, the Employee may terminate his
employment at his discretion or be retained as Vice President of
Finance of CAEI or any successor corporation under the terms and
conditions of this Agreement. If the Employee elects to
terminate his employment at such time, he shall be entitled to the
same severance arrangement as would be applicable under
Sub-Paragraph 6(a) if CAEI had terminated his employment at such
time. If the Employee continues to be employed by CAEI or its
successor organization, all of the terms and conditions of this
Agreement shall remain in effect. CAEI agrees that neither it nor
its present or any future holding company shall enter into any
agreement that would negate or contradict the provisions of this
Agreement. For purposes of this Agreement, “
Change in Control ” shall mean (i) the time, after the
date of this Agreement, that CAEI first determines that any person and all other
persons who constitute a group (within the meaning of §
13(d)(3) of the Securities Exchange Act of 1934 (“
Exchange Act ”)) have acquired direct or indirect
beneficial ownership (within the meaning of Rule 13d-3 under the
Exchange Act) of fifty percent (50%)
