展品10.1
僱傭協議
這個 僱傭協議（”協議”），由永業食品控股集團有限公司於 [日期] 簽訂， 根據香港法律註冊成立和存在的公司（”公司”）和 []，個人（”行政管理人員”）。 此處就高管在本協議下的所有義務所使用的 「公司」 一詞應被視爲包括 公司及其所有直接或間接母公司、子公司、關聯公司或其母公司的子公司或關聯公司 （統稱爲”小組”).
前言
公司希望僱傭執行官，並在僱傭期間（如下定義）確保獲得執行官的服務。
執行人希望在僱傭期間按照本協議的條款和條件受僱於公司。
協議
以下各方一致同意 如下：
| 1. | 位置 |
執行董事特此接受公司（以下簡稱“該就業狀況”).
| 2. | 任期 |
根據本協議的條款和條件，僱傭的初始期限爲3年，自[ ]開始（“生效日期表示2024年6月5日，該修訂和重新制定獲得公司股東批准的日期。”），除非根據本協議的條款提前終止。3年期滿後，僱傭將自動延長爲連續1年的期限，除非雙方中的任何一方在當時期限到期之前提前一個月書面通知對方終止僱傭，或者根據本協議的條款提前終止。
| 3. | 試用期 |
沒有試用期。
| 4. | 職責和責任 |
公司高管在公司的職責將包括董事會指定的所有職務（即“董事會”).
執行人 應將所用的工作時間、注意力和技能全部投入到在公司履行其/她的職責，並根據本協議、公司章程（不時修訂）、以及董事會不時批准的公司指引、政策和程序，忠實、盡職地爲公司服務。
| 5. | 合同不得違反。 |
執行人員應盡最大努力履行其在此項業務下的職責。執行人員未經董事會事先同意不得成爲公司及其任何子公司或關聯公司以外實體的僱員，也不得涉及或對任何直接或間接與集團競爭的業務或實體感興趣（任何此類業務或實體，即「他方」）。競爭者提供，本條款不應阻止執行人員持有任何在任何證券交易所或任何地方承認的證券市場上市的競爭對手的股份或其他證券，然而，如果在前款規定的期限內由於未經及時通知將導致違約，則對方不會因此從保修責任中獲得解脫，即便他們不承擔任何責任，也無法擺脫此類責任。如果任何此類索賠或訴訟的費用承銷商有責任負擔，則該公司負責支付該費用，但該費用應當合理適用。}執行人員應及時以公司合理要求的細節和資料用書面形式通知公司在其持有擬建立利害關係的這些股份或證券之前。公司有權要求執行人員辭去其可能目前任職的任何董事會或類似機構的職務，如果董事會合理認定，並書面通知執行人員，說明執行人員在該董事會或機構任職干擾了有效履行其對公司的職責，或者與該服務有關的任何業務與公司或其任何子公司或關聯公司的任何業務競爭。
執行人特此向公司陳述：(i)執行人簽署並交付本協議，以及根據本協議履行其職責，均不構成違反或違背執行人與其他任何協議或政策的條款的要約，除非根據執行人所在司法管轄區的適用法律，執行人與集團成員之間需要簽訂的協議除外；(ii)執行人無任何信息（包括但不限於保密信息和專有商業祕密），會阻止執行人簽署本協議或執行其職責，或者會因此而受到違反，涉及任何其他個人或實體；(iii)執行人未受任何保密、商業祕密或類似協議（本協議除外）約束，涉及除集團成員外的其他個人或實體。
| 6. | 地點 |
執行官將駐紮在中國大陸，直到雙方同意另有更改爲止。執行官承認，他/她可能需要不時出差，以履行公司職責。
| 7. | 薪酬及福利 |
| (a) | 補償執行官的現金報酬（包括公司根據適用法律可能需要爲執行官設定的任何法定社會福利儲備）將由公司在附表中提供。 附表A 或者根據公司與執行官指定的子公司或關聯實體之間的獨立協議規定，由公司或董事會薪酬委員會進行年度審查和調整。公司可以提供現金報酬，也可以由子公司或關聯實體支付，也可以由公司不時指定的組合支付。 |
| (b) | 股權激勵在公司採納和執行股權激勵計劃的範圍內，執行人員有資格按照該計劃的條款參與。 |
| (c) | 福利。高管有資格參加公司目前存在或將來可能採用的任何標準員工福利計劃，包括但不限於任何退休計劃、壽險計劃、健康保險計劃和差旅/假日計劃。 |
| 8. | （i）如有原因。公司可以因有原因而隨時不經通知或報酬而解除僱傭（除非根據適用的美國聯邦或州法律需要通知或報酬，在這種情況下，應根據適用法律提供通知或報酬）： |
| (a) | 由公司公司可以因以下原因隨時有原因解僱僱傭，無需事先通知或報酬，若執行人：(1)涉及嚴重或持續違反或不遵守僱傭條款和條件；(2)被判處除不影響執行人作爲公司僱員地位的刑事犯罪以外的任何刑事犯罪，考慮到執行人的職責性質和聘用方式；(3)故意違抗合法合理的命令；(4)行爲失當，且此類行爲與忠實地履行執行人根據本協議項下的重要職責不符；(5)有欺詐或不誠實行爲；或(6)在職責方面習慣性忽視。公司可以在提前1個月書面通知執行人或支付1個月薪水代替通知的情況下，隨時無原因終止僱傭。 |
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| (b) | By the Executive. The Executive may terminate the Employment at any time with a 1-month prior written notice to the Company or by payment of 1 month’s salary in lieu of notice. In addition, the Executive may resign prior to the expiration of the Agreement if such resignation or an alternative arrangement with respect to the Employment is approved by the Board. |
| (c) | Notice of Termination. Any termination of the Executive’s Employment under this Agreement shall be communicated by written notice of termination from the terminating party to the other party in accordance with the provisions of Section 20 below. The notice of termination shall indicate the specific provision(s) of this Agreement relied upon in effecting the termination. |
| 9. | CONFIDENTIALITY AND NONDISCLOSURE |
| (a) | Confidentiality and Non-disclosure. The Executive hereby agrees at all times during the term of his/her Employment and after termination of the Executive’s Employment under this Agreement, to hold in the strictest confidence, and not to use, except for the benefit of the Group, or to disclose to any person, corporation or other entity without written consent of the Company, any Confidential Information. The Executive understands that “Confidential Information” means any proprietary or confidential information of the Group, its affiliates, their clients, customers or partners, and the Group’s licensors, including, without limitation, technical data, trade secrets, research and development information, product plans, services, customer lists and customers (including, but not limited to, customers of the Group on whom the Executive called or with whom the Executive became acquainted during the term of his/her Employment), supplier lists and suppliers, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, personnel information, marketing, finances, information about the suppliers, joint ventures, licensors, licensees, distributors, and other persons with whom the Group does business, information regarding the skills and compensation of other employees of the Group or other business information disclosed to the Executive by or obtained by the Executive from the Group, its affiliates, or their clients, customers, or partners, either directly or indirectly, in writing, orally or by drawings or observation of parts or equipment, if specifically indicated to be confidential or reasonably expected to be confidential. Notwithstanding the foregoing, Confidential Information shall not include information that is generally available and known to the public through no fault of the Executive. |
| (b) | Company Property. The Executive understands that all documents (including computer records, facsimile and e-mail) and materials created, received or transmitted in connection with his/her work or using the facilities of the Group are property of the Group and subject to inspection by the Group, at any time. Upon termination of the Executive’s Employment with the Company (or at any other time when requested by the Company), the Executive will promptly deliver to the Company all documents and materials of any nature pertaining to his/her work with the Company and will provide prompt written certification of his compliance with this Agreement. Under no circumstances will the Executive have, following his/her termination, in his/her possession any property of the Group, or any documents or materials or copies thereof containing any Confidential Information. |
| (c) | Former Employer Information. The Executive agrees that he/she has not and will not, during the term of his/her employment, (i) improperly use or disclose any proprietary information or trade secrets of any former employer or other person or entity with which the Executive has an agreement or duty to keep in confidence, or (ii) bring into any premises of the Group any document or confidential or proprietary information belonging to such former employer, person or entity unless consented to in writing by such former employer, person or entity. The Executive will indemnify the Group and hold it harmless from and against all claims, liabilities, damages and expenses, including reasonable attorneys’ fees and costs of suit, arising out of or in connection with any violation of the foregoing. |
| (d) | Third Party Information. The Executive recognizes that the Group may have received, and in the future may receive, from third parties confidential or proprietary information subject to a duty on the Group’s part to maintain the confidentiality of such information and to use it only for certain limited purposes. The Executive agrees that the Executive owes the Group and such third parties, during the Executive’s Employment by the Company and thereafter, a duty to hold all such confidential or proprietary information in the strictest confidence and not to disclose it to any person or firm and to use it in a manner consistent with, and for the limited purposes permitted by, the Group’s agreement with such third party. |
This Section 9 shall survive the termination of this Agreement for any reason. In the event the Executive breaches this Section 9, the Company shall have right to seek remedies permissible under applicable law.
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| 10. | WITHHOLDING TAXES |
Notwithstanding anything else herein to the contrary, the Company may withhold (or cause there to be withheld, as the case may be) from any amounts otherwise due or payable under or pursuant to this Agreement such national, provincial, local or any other income, employment, or other taxes as may be required to be withheld pursuant to any applicable law or regulation.
| 11. | NOTIFICATION OF NEW EMPLOYER |
In the event that the Executive leaves the employ of the Company, the Executive hereby grants consent to notification by the Company to his/her new employer about his/her rights and obligations under this Agreement.
| 12. | ASSIGNMENT |
This Agreement is personal in its nature and neither of the parties hereto shall, without the consent of the other, assign or transfer this Agreement or any rights or obligations hereunder; provided, however, that (i) the Company may assign or transfer this Agreement or any rights or obligations hereunder to any member of the Group without such consent, and (ii) in the event of a merger, consolidation, or transfer or sale of all or substantially all of the assets of the Company with or to any other individual(s) or entity, this Agreement shall, subject to the provisions hereof, be binding upon and inure to the benefit of such successor and such successor shall discharge and perform all the promises, covenants, duties, and obligations of the Company hereunder.
| 13. | SEVERABILITY |
If any provision of this Agreement or the application thereof is held invalid, the invalidity shall not affect other provisions or applications of this Agreement which can be given effect without the invalid provisions or applications and to this end the provisions of this Agreement are declared to be severable.
| 14. | ENTIRE AGREEMENT |
This Agreement constitutes the entire agreement and understanding between the Executive and the Company regarding the terms of the Employment and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter, other than any such agreement under any employment agreement entered into with a subsidiary of the Company at the request of the Company to the extent such agreement does not conflict with any of the provisions herein. The Executive acknowledges that he/she has not entered into this Agreement in reliance upon any representation, warranty or undertaking which is not set forth in this Agreement.
| 15. | REPRESENTATIONS |
The Executive hereby agrees to execute any proper oath or verify any proper document required to carry out the terms of this Agreement. The Executive hereby represents that the Executive’s performance of all the terms of this Agreement will not breach any agreement to keep in confidence proprietary information acquired by the Executive in confidence or in trust prior to his/her Employment by the Company. The Executive has not entered into, and hereby agrees that he/she will not enter into, any oral or written agreement in conflict with this Section 15. The Executive represents that the Executive will consult his/her own consultants for tax advice and is not relying on the Company for any tax advice with respect to this Agreement or any provisions hereunder.
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| 16. | GOVERNING LAW |
This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflict of laws.
| 17. | ARBITRATION |
Any dispute arising out of, in connection with or relating to, this Agreement shall be resolved through arbitration pursuant to this Section 17. The arbitration shall be conducted in New York in accordance with the rules of the Commercial Arbitration Rules of the American Arbitration Association in effect at the time of the arbitration. The award of the arbitration tribunal shall be final and binding upon the disputing parties, and any party may apply to a court of competent jurisdiction for enforcement of such award.
| 18. | AMENDMENT |
This Agreement may not be amended, modified or changed (in whole or in part), except by a formal, definitive written agreement expressly referring to this Agreement, which agreement is executed by both of the parties hereto.
| 19. | WAIVER |
Neither the failure nor any delay on the part of a party to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or of any right, remedy, power or privilege, nor shall any waiver of any right, remedy, power or privilege with respect to any occurrence be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence. No waiver shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver.
| 20. | NOTICES |
All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given and made if (i) sent by facsimile or email (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party), (ii) delivered by hand, (iii) otherwise delivered against receipt therefor, or (iv) sent by a recognized courier with next-day or second-day delivery to the last known address of the other party.
| 21. | COUNTERPARTS |
This Agreement may be executed in any number of counterparts, each of which shall be deemed an original as against any party whose signature appears thereon, and all of which together shall constitute one and the same instrument. This Agreement shall become binding when one or more counterparts hereof, individually or taken together, shall bear the signatures of all of the parties reflected hereon as the signatories. Photographic copies of such signed counterparts may be used in lieu of the originals for any purpose.
| 22. | NO INTERPRETATION AGAINST DRAFTER |
Each party recognizes that this Agreement is a legally binding contract and acknowledges that such party has had the opportunity to consult with legal counsel of choice. In any construction of the terms of this Agreement, the same shall not be construed against either party on the basis of that party being the drafter of such terms. The Executive agrees and acknowledges that he/she has read and understands this Agreement, is entering into it freely and voluntarily, and has been advised to seek counsel prior to entering into this Agreement and has had ample opportunity to do so.
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IN WITNESS WHEREOF, this Agreement has been executed as of the date first written above.
| Wing Yip Food Holdings Group Limited | ||
| By: |
|
|
| Name: | Xiantao Wang | |
| Title: | Director and Chairman of the Board of Directors | |
Executive
| Signature: |
|
|
| Name: |
[Signature Page to Employment Agreement]
Schedule A
Annual compensation is US$ [ ].