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SEPARATION AGREEMENT
Without Prejudice
THIS AGREEMENT is
dated 10 June 2008
PARTIES:
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China Architectural Engineering Inc. (“the
Company”) at 63/F, Bank of China Tower, 1 Garden Road, Hong
Kong
(for
itself and on behalf of each other Group Company and each of the
other Releasees); and
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| (2) |
Xin Yue Jasmine Geffner (the
“Employee”) of Flat B 14/F, Ming Kung Mansion, Tai Koo
Shing, Hong Kong.
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1.
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The
parties have agreed that the Employee’s employment with the
Company will cease by mutual agreement with effect from close of
business on 30
June
2008
(the
“Termination Date”).
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2.
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The
Company confirms that the Employee shall receive the
following:
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Salary
(of HK$70,000 per month) and housing allowance (of HK$60,000
per month) will continue to be payable in accordance with
Clause 4.1 of the service agreement dated 12 March 2008 filed
with the SEC of the United States (“the Employment
Agreement”). The said salary and housing allowance for
the month of May and June 2008, which are unpaid and accrued,
will be paid and given to the Employee in the form of a
company check signed by authorized signer or signers, no later
than 5 p.m. (Hong Kong time) on 10 June 2008.
The
Employee will take paid leave (inclusive of any untaken annual
leave) from the date of signing of this Agreement up to the
Termination Date. The Employee will fully comply with all
provisions of the Employment Agreement during the period of
her leave up to the Termination Date and will remain
contactable during office hours to assist the Company where
necessary.
On
or before June 20, 2008, the Company will issue the Employee
70,000 restricted, unregistered shares of the common stock of
the Company (“the
Shares”) (said number of shares referenced in clause
4.2(a) of the Employment Agreement). However, it is understood
and agreed that said shares shall and are not deemed issued
and outstanding until actually issued by the Company further
to this section 2(C)
. [ The
Company shall give all necessary approvals to enable the Shares to
be publicly tradable pursuant to SEC Securities Act Rule
144.
Conditional
on the Employee signing and returning this Agreement to the
Company no later than 5 p.m. (Hong Kong time) on 10 June 2008,
and also to her continued compliance with all the terms of
this Agreement, a separation payment (which is inclusive of
all of the entitlements of the Employee, if any, and the
balance of which is made in return for the release and the
post-termination restrictions set out in this Agreement) shall
be paid in two instalments as set out in the attached Schedule
One. These two instalments will be evidenced by a company
check dated 30 June 2008 and a company check dated 30
September 2008. These two checks will be in the form of
company checks signed by authorized signer or signers and will
be given to the Employee no later than 5 p.m. (Hong Kong time)
on 10 June 2008.
This
amount of HK$1,440,000 is calculated on the basis that the
Employee will be paid an amount equivalent to the amount of
salary (equivalent to HK$560,000) and housing allowance
(equivalent to HK$480,000) that she would have earned had she
remained in the Company’s employment between the
Termination Date and the first anniversary of her commencement
date with the Company. In addition, an amount of HK$400,000
which is equivalent to her cash bonus had she remained in
employment has been included.
Subject
to the production of receipts and the Employee providing a
reason for incurring the expense satisfactory to the Company,
the Company will reimburse the Employee for necessary business
expenses incurred in connection with the performance of the
Employee’s duties up to the Termination Date. These
expenses will be reimbursed by the Company in the form of a
company check signed by authorized signer or signers, which
will be given to the Employee no later than 5 p.m. (Hong Kong
time) on 30 June 2008.
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(F) |
Directors & Officers Insurance
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The
Company agrees to insure directors’ and officers’
liability on such terms as it deems appropriate.
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3.
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The
Employee agrees that should she breach any provision of this
Agreement, she shall forthwith on request from the Company repay
amounts already paid which are not due under relevant statutory and
contractual requirements, and the Company will be released from any
obligation to pay her any further amounts.
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4.
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Other
benefits will be dealt with as follows:
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(A)
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Any
mandatory provident fund scheme entitlements will be dealt with and
satisfied by the scheme’s service provider.
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(B)
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All
other benefits will cease after the Termination Date except that
medical insurance and life insurance as currently provided to the
Employee will continue until 2 March 2009 subject to the terms and
conditions and any requirements imposed by the relevant insurer.
For the avoidance of doubt, any out of pocket medical, dental and
vision expenses (not covered by the insurance) in respect of which
the Employee has already submitted claims for reimbursement will be
reimbursed by the Company on 30 June 2008 in the form of a company
check signed by authorized signer or signers.
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(C)
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For
the avoidance of doubt, save as set out in this Agreement, the
Employee will cease to be entitled to any benefits under any
equity, stock or share option scheme or any section, term,
condition or provision of the Employment Agreement, with effect
from the Termination Date.
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(D)
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The
Company will reimburse the Employee in respect of relocation
expenses incurred by the Employee and her family in moving to Hong
Kong from the U.S.A. in the agreed sum of US$15,000. This sum will
be reimbursed by the Company in the form of a company check signed
by authorized signer or signers, which will be given to the
Employee no later than 5 p.m. (
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