Exhibit 4.61
TERMINATION AND SETTLEMENT
AGREEMENT
March 22, 2005
Via Email
(richard.xue@corp.elong.com)
Richard Xue
Sino Faith Assets Limited
Attn: Richard Xue, Director
Dear Richard:
This letter describes our proposed
agreement concerning the termination of your employment with eLong,
Inc. (hereinafter, “eLong,” or the
“Company”). The benefits described below are available
to you only if you execute this Agreement, which includes a release
of all claims and additional conditions as set forth
below.
Your employment with the Company
will be terminated effective March 31, 2005 (the “Termination
Date”). You will continue to be paid your present base salary
of US$105,000 per annum through the Termination Date, payable in
accordance with the normal payroll policies of the
Company.
Effective as of the Termination
Date, you resign from your position as Director and Vice President
of Business Development and Strategy of the Company, and from all
other positions you may currently hold as an officer or director of
any of the Company’s subsidiaries or affiliates. You shall
sign and deliver to the Company such other documents as may be
necessary to effect or reflect such resignations.
The termination of your employment
with the Company pursuant to this Agreement shall be considered a
Voluntary Termination by you pursuant to Section 6(b) of the
Employment Agreement. As such, you will not be entitled to receive
any severance benefits pursuant to Section 6(d) of the Employment
Agreement. In the event that you do not sign this Agreement, the
Company reserves the right to Terminate the Agreement for Cause
pursuant to Section 6(c).
Between the date of this letter and
the termination date, you agree to be available at all reasonable
times to assist the Company on as “as needed” basis to
help accomplish an orderly transition following the termination of
your employment with the Company. You will cooperate with the
Company when, as and if requested by the Company, in connection
with any transitional matters, with due allowance for your right to
take any accumulated but unused vacation entitlement prior to the
Termination Date.
On December 1, 2003, the Company
granted you an option (the “Option”) to purchase Two
Hundred and Forty Thousands (240,000) Ordinary Shares of the
Company at an exercise price of US $1.53 per share pursuant to the
eLong, Inc. Stock Option Plan, as adopted by the Company on April
18, 2001 and amended by the Company on April 23, 2004 (the
“Plan”). Both parties agree and acknowledge that the
Option is subject to the terms and conditions set forth in the
Plan, the Employment Agreement dated July 23, 2004 between you and
the Company (the “Employment Agreement”) and the Option
Agreement entered into by the Transferee and the Company on even
date herewith. We acknowledge and agree that your rights in the
Option were effective notwithstanding that you and the Company did
not enter into an Option Agreement, as that term is defined in
Section 6 of the Plan.
You transferred the Option to Eru Ma
pursuant to a letter agreement dated July 15, 2004 and Eru Ma
subsequently transferred the Option to Sino Faith Assets Limited
(the “Transferee”) pursuant to a deed of assignment
dated July 24, 2004. Both transfers were approved by the Company
pursuant to the terms of Section 7(g) of the Plan. These transfers
were effective notwithstanding that you and the Company did not
enter into an Option Agreement, as that term is defined in Section
6 of the Plan.
As of the Termination Date, the
Option has vested with respect to One Hundred Eighty Thousand
(180,000) Ordinary Shares of the Company as set forth
below:
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Eighty Thousand
(80,000) Ordinary Shares vested on December 1, 2004;
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Eighty Thousand
(80,000) Ordinary Shares vested upon the exercise by IACT Asia
Pacific Limited of a warrant to purchase 17,362,134 million shares
of high-vote ordinary shares of the Company on December 15, 2004;
and
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Twenty Thousand
(20,000) Ordinary Shares vested on March 1, 2005.
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We acknowledge and agree that the
exercise by IACT Asia Pacific Limited of a warrant to purchase
17,362,134 million shares of high-vote ordinary shares of the
Company on December 15, 2004 constituted a Change of Control as
that term is defined in the Employment Agreement.
In addition to the foregoing, the
Company has agreed that, the Option will vest with respect to an
additional Twenty Thousand (20,000) Ordinary Shares in
consideration of the benefits provided to you under this
Agreement.
In light of the above, the parties
agree and acknowledge that the Transferee may exercise the Option
to purchase Two Hundred Thousand (200,000) Ordinary Shares of the
Company on or before June 30, 2005 in accordance with the Plan and
the Option Agreement.
The parties acknowledge and agree
that the Option for the remaining Forty Thousand (40,000) Ordinary
Shares of the Company, together with the option to purchase One
Hundred Thousand (100,000) Ordinary Shares of the Company granted
by the Company to you on July 23, 2004, are unvested and will
expire unexercised upon the Termination Date.
In the event that the Transferee
exercises all or part of the Option, the shares purchased by the
Transferee shall be deemed to be held by you for purposes of the
sale and tra
