EMPLOYMENT AGREEMENT by China 3C Group
Company: China 3C Group
SEC CIK: 1076784
SEC Type: EX-10.1
SIC Code: 5731
SIC Industry: RETAIL-RADIO TV & CONSUMER ELECTRONICS STORES
Date Filed: 2012-05-23
Text View
Exhibit 10.1
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into as of the 17th day of May, 2012 and shall be deemed to have been effective on the 17th day of May, 2012 (the "Effective Date") by and between Zhenggang Wang, an individual ("Mr. Wang"), and China 3C Group., a Nevada corporation (the "Company").
RECITALS
The Company desires to employ Mr. Wang as its Chief Executive Officer ("CEO") and Chairman and Mr. Wang agrees to serve in the employ of the Company, all on the terms and conditions hereinafter provided.
NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, and other good and valuable consideration, the receipt and sufficiency of which the parties hereby acknowledge, the parties hereby agree as follows:
Article I
EMPLOYMENT
1.1 Employment. The Company hereby employs Mr. Wang as its CEO and Chairman and Mr. Wang hereby accepts employment by the Company upon the terms and conditions contained in this Agreement.
1.2 Office and Duties. Mr. Wang shall serve the Company as its CEO and Chairman. As CEO, Mr. Wang. shall perform such duties as are customarily associated with this position and all such other duties and responsibilities as are assigned by the Board of Directors of the Company (the "Board"). Mr. Wang accepts such employment with the Company and shall perform and fulfill such other duties as are assigned to him hereunder consistent with his status as a senior executive of the Company, devoting his best efforts and all of his professional time and attention to accomplish the performance and fulfillment of his duties and to the advancement of the best interests of the Company, subject only to the direction, approval, and control of the Board
1.3 Place of Employment. In connection with his employment by the Company, Mr. Wang shall be based in the HangZhou City, People's Republic of China except for required travel on Company business.
1.4 Term. The term of this Agreement shall commence on the Effective Date and shall continue for a period of 36 months until May 17, 2015 unless earlier terminated as set forth herein, and thereafter on a month to month basis unless and until terminated upon no less than 30 days prior written notice by either the Company or Mr. Wang The period of time between the commencement and termination of this Agreement is referred to herein as the "Term."
1.5 Compensation.
(a) Salary. The Company shall pay Mr. Wang as compensation a base salary in cash of (i) $40,000 per annum for the year beginning on the Effective Date and ending on the first anniversary of the Effective Date, (ii) $20,000 per annum for the year beginning on the first anniversary of the Effective Date and ending on the second anniversary of the Effective Date and (iii) $20,000 per annum for the year beginning on the second anniversary of the Effective Date and ending on the third anniversary of the Effective Date. All salary shall be paid in installments at such times as the Company customarily pays its other senior executive employees.
(b) Restricted Stock Grant On the Effective Date, the Company shall grant to Mr. Wang, 17,500,000 restricted shares of the Company's common stock (the "Restricted Shares") pursuant to the Company's 2011 Restricted Stock Plan. 5,833,333 of the Restricted Shares shall vest on the first anniversary of the Effective Date, 5,833,333 of the Restricted Shares shall vest on the second anniversary of the Effective Date and 5,833,344 of the Restricted Shares shall vest on the third anniversary of the Effective Date provided, in each case, that Mr. Wang continues to serve the Company as CEO on such applicable vesting date.
(c) Payment and Reimbursement of Expenses. Effective as of the date hereof, and for the remainder of the Term, the Company shall pay or reimburse Mr. Wang for all reasonable travel, entertainment and other out-of-pocket expenses incurred by Mr. Wang in performing his obligations under this Agreement, consistent with past practices; provided, that, Mr. Wang properly accounts therefore in accordance with the Company's expenses reimbursement policies.
(d) Employee Benefits. During the term of this Agreement, Mr. Wang shall be provided all employee benefits provided by the Company to its management and all other Company salaried employees, including without limitation, all medical insurance and life insurance plans or arrangements and shall be entitled to participate in all pension, profit sharing, stock option and any other employee benefit plan or arrangement established and maintained by the Company, all subject, however, to the Company rules and policies then in effect regarding participation therein.
1.6 Termination of Employment.
(a) Severance upon Termination without Cause. If Mr. Wang's employment is terminated by the Company without Cause (as defined below) (the date of termination is referred to as the "Termination Date"), then the Company shall pay Mr. Wang in lieu of other damages, an amount (the "Severance Payments") equal to his then current base salary payable in installments at the same time the Company pays salary to its other senior executive employees for a period of one year (the "Severance Period"). The Company shall have no liability to make any Severance Payments as provided for in this paragraph unless Mr. Wang complies with all provisions in Article II hereof. In addition, (i) [any Company Restricted Shares not vested at the time of termination but that are scheduled to vest within one year of the Termination Date shall immediately vest] and (ii) the Company shall maintain during the Severance Period all employee benefit plans and programs which Mr. Wang participated in immediately prior to such termination.
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(b) Voluntary Termination; Termination for Cause. If Mr. Wang's employment with the Company is terminated for "Cause" by the Company (as defined below) or if Mr. Wang voluntarily terminates his employment with the Company at any time, then (i) all payments of compensation by the Company to Mr. Wang hereunder will terminate immediately (except as to amounts already earned), and (ii) any Company Restricted Shares not vested at the time of termination shall immediately terminate.
(c) Cause. For purposes of this Agreement, "Cause" shall mean: (i) Mr. Wang's continued substantial violations of his employment duties (other than a failure resulting from his inability to perform his duties because of illness or other physical or mental incapacity (based on a medical report provided to the Company) after Mr. Wang has received written demand for performance from the Company'
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