展品10.1
僱傭協議
這份就業協議（以下簡稱「協議」）於2024年7月18日由Primega Group Holdings有限公司（以下簡稱「公司」）和個人Man Wing Pong（以下簡稱「僱員」）雙方簽署。協議根據__,由薩姆菲恩創作控股有限公司與 ，一家在開曼群島註冊的豁免公司，責任有限 (「本登記聲明」) 由特立軟件股份有限公司，一家德拉華州股份公司 (以下簡稱爲「本公司」) 提交，目的是爲了註冊其額外的7,184,563股A類普通股，每股面值$0.0001 (以下簡稱爲「A類普通股」), 以及在特立軟件股份有限公司 2022年股權激勵計劃下可發行股份的1,436,911股A類普通股，注(下文簡稱爲「A類普通股」)。公司”),和，一位個人（“高管”). 在此使用的「公司」一詞，涉及執行人根據本協議的所有義務，將被視爲包括該公司及其直接或間接母公司、子公司、關聯公司或母公司的子公司或附屬公司（統稱爲“集團”).
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 |
行政人員特此接受公司的__________職位（以下簡稱“就業狀況”).
| 2. | 任期 |
根據本協議的條款和條件，僱傭的初始期限將爲三年，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。在3年期限到期後，僱傭將自動延長連續三年，除非任何一方提前書面通知對方在該3年期限到期前1個月終止僱傭，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”).
執行官應將其全部工作時間、注意力和技能投入到公司職責的履行中，並且應根據本協議、公司的備忘錄和章程以及不時更新的公司章程忠實地和勤勉地爲公司服務。公司章程執行人應將其全部工作時間、注意力和技能投入到公司職責的履行中，並遵守本協議、公司備忘錄和章程（可能會不時更新）以及董事會不時批准的公司指導方針、政策和程序。
| 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。}執行人應當及時向公司書面通知其在獲取擬議中的股份或證券之前，並提供公司合理要求的詳細信息和細節。 公司有權要求執行人辭去其可能服務的任何董事會或類似機構，如果董事會書面合理確定執行人的服務對於有效履行執行人對公司或其子公司或關聯公司的責任和職責干涉，或者與公司或其子公司或附屬公司的任何業務相競爭。
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 |
執行人員將駐紮在中國香港，直至雙方另有約定。執行人員承認在履行公司職責的過程中可能需要不時出差。
| 7. | 薪酬及福利 |
| (a) | 補償公司將根據適用法律向高管提供現金補償（包括公司根據法律規定必須爲高管設立的福利儲備），具體內容將附在本協議附件「附表A」中，或者根據高管與公司指定子公司或附屬實體之間另行達成的協議規定，經公司或董事會薪酬委員會年度審議和調整。現金補償公司可以根據需要指定由公司、子公司或附屬實體或以上的組合支付。 |
| (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 the 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 their 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, controversy, difference or claim arising out of or relating to this contract, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted. The law of this arbitration clause shall be Hong Kong law. The seat of arbitration shall be Hong Kong. The number of arbitrators shall be three. The arbitration proceedings shall be conducted in English. The arbitral award shall be final and binding upon both parties. Each party to this agreement agrees that it will not challenge the jurisdiction or venue provisions as provided in this Section 17.
| 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.
| Samfine Creation Holdings Group Limited | ||
| By: | ||
| Name: | ||
| Title: | ||
Executive
| Signature: | ||
| Name: |
[Signature Page to Employment Agreement]
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Schedule A
Annual compensation is RMB__________.
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