Attached files
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| 8-K - PERPETUAL TECHNOLOGIES, INC. | v193338_8k.htm |
EMPLOYMENT
AGREEMENT
This
EMPLOYMENT AGREEMENT (this "Agreement"),
dated as of August 5, 2010 made by and between China SLP Filtration
Technology, Inc. a Delaware corporation having its principal office at Shishan
Industrial Park, Nanhai District, Foshan City. Guangdong Province, the People's
Republic of China (the "Company"), and Eric Gan, an individual residing at 407
Alta Vista Ave., South Pasadena, California 91030, USA ("Executive").
WHEREAS, the Company desires to employ
Executive as its Chief Financial Officer on the terms and conditions as set
forth hereinafter, and Executive desires to be so employed;
NOW, THEREFORE, IN CONSIDERATION of the
foregoing facts, the mutual covenants and agreements contained herein and other
good and valuable considerations, the parties hereby agree as
follows:
Employment, Duties and
Acceptance.
· Effective
as of the date of this Agreement, the Company hereby agrees to employ Executive
as its Chief Financial Officer, and Executive hereby accepts such employment on
the terms and conditions contained in this Agreement. During the term
of this Agreement, Executive shall make himself available to the Company and to
any of its subsidiaries or affiliates as directed to pursue the business of the
Company, subject to the supervision and direction of the Board of Directors of
the Company (the "Board"). Executive shall perform the following duties, in
addition to the normal duties associated with the position as Chief Financial
Officer of a publicly-trade-company: (1) review of the Company's accounting
records; (2) review and implementation of appropriate internal financial control
policy and procedures; (3) communicate with internal accounting staff on
compliance with US GAAP; (4) liaise with the Company's auditor and legal counsel
regarding SEC filing and reporting matters: (3) communicate with the Company's
investor relationship firm; (6) prepare the Company's consolidated financial
statements, footnotes, management discussion and analysis required with SEC
filing and reporting; (7) participate at road shows and conferences; (8) meet
with management and visit the Company's facilities quarterly.
· The
Board may assign Executive such general management and supervisory
responsibilities and executive duties for the Company as are appropriate and
commensurate with Executive's position as Chief Financial Officer.
Compensation and
Benefits.
The
Company shall pay to Executive a salary at an annual base rate of US dollars
$120,000 for the term hereof. During Executive's employment, salary
will be paid in twelve (12) equal payments payable on the 15th day of every
month, with the first payment on August 15, 2010. Prior to the
completion of the Company's initial public offering, the Company shall pay to
Executive a salary of $6,000 per month and shall pay $10,000 for the month
during which the Company completes its initial public offering and continue to
pay the rate thereafter.
· During
Executive's employment under this Agreement the Company shall include Executive
as an insured under an officers and directors insurance policy with coverage not
less than purchased for other officers and directors of the
Company.
· The
Company shall reimburse Executive for all reasonable business expenses,
including travel expense between US and China, and housing, expense incurred by
Executive during Executive's employment hereunder to the extent in compliance
with the Company's business expense reimbursement policies in effect from time
to time and upon presentation by Executive of such documentation and records as
the Company shall from time to time require.
· Upon
approval of the Board, the Company shall grant Executive, and its successors,
designees, transferees non-statutory stock option ("Option"), to purchase up to
400,000 shares of the Company's common stock ("Common Stock"), par value 0.001
per share, at an exercise price ("Exercise Price") equal to the initial public
offering price. The Option shall be vested in three (3) installments set forth
below:
160,000
or the Option shall vest and become exercisable on July 31, 2011.
120,000
of the Option shall vest and become exercisable on July 31, 2011
120,000
of the Option shall vest and become exercisable July 31, 2013.
In the
event that the employment is terminated within 12 months from the employment
agreement date by the Company without cause, 160,000 shares shall be vested
immediately on the termination date.
· The
term of this Agreement commences as of the consummation of the Agreement and
shall continue for three (3) years unless sooner terminated as herein
provided.
· The
Company reserves the right to terminate Executive's employment upon ten (10)
days written notice if, for a continuous or accumulated period of forty-five
(45) days during the one year term of this Agreement, Executive is prevented
from discharging his duties under this Agreement due to any physical or mental
disability. With the exception of the covenants included in the section below
entitled “Protection of Confidential Information: Non-Competition,” upon such
termination, the obligations of Executive and Company under this Agreement shall
immediately cease. In the event of a termination pursuant to this section,
Executive shall be entitled to receive any accrued and unpaid amounts earned
based on the days of service prior to the death and all amounts owing to
Executive at the time of termination, including for previously accrued but
unpaid expense reimbursements.
The
Company reserves the right to declare Executive in default of this Agreement if
Executive willfully breaches or habitually neglects the duties which he is
required to perform under the terms of this Agreement or if Executive commits
such acts of dishonesty, fraud, misrepresentation, gross negligence or willful
misconduct as would prevent the effective performance of his duties or which
results in material harm to the Company or its business. The Company may
terminate this Agreement for cause by giving written notice of termination to
Executive. With the exception of the covenants included in section below
entitled “Protection of Confidential Information: Non-Competition.” upon the
date of delivery of the written notice of such termination, the obligations of
Executive and the Company under this Agreement shall immediately cease. Such
termination shall be without prejudice to any other remedy to which the Company
may be entitled either at law, in equity, or under this Agreement. In the event
of a termination pursuant to this section, Executive shall be entitled to
receive any accrued and unpaid amounts earned pursuant to this agreement. The
Company shall also pay to Executive all amounts owing to Executive at the time
of termination, including for previously accrued but unpaid expense
reimbursements.
· Executive's
employment may be terminated at any time by Executive upon not less than thirty
(30) days written notice by Executive to the Board. With the exception of the
covenants included in section below entitled “Protection of Confidential
Information: Non-Competition.” upon such termination the obligations of
Executive and the Company under this Agreement shall immediately cease. In the
event of a termination pursuant to this section, Executive shall be entitled to
receive any accrued and unpaid amounts earned pursuant to this agreement. The
Company shall also pay to Executive all amounts owing to Executive at the time
of termination, including for previously accrued but unpaid expense
reimbursements.
· Company
may terminate Executive's employment upon not less than thirty (30) days written
notice by Company to Executive. With the exception of the covenants included in
the section below entitled “Protection of Confidential Information:
Non-Competition.” upon such termination the obligations of Executive and the
Company under this Agreement shall immediately cease. In the event of a
termination pursuant to this section, Executive shall he entitled to receive any
accrued and unpaid amounts earned pursuant to this agreement hereof based on the
days of service prior to the termination and all amounts owing to Executive at
the time of termination, including for previously accrued but unpaid expense
reimbursements.
Protection of Confidential
Information: Non-Competition.
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·
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Executive
acknowledges that:
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· As
a result of his employment with the Company Executive may obtain secret and
confidential information concerning the business of the Company and its
subsidiaries and affiliates, including, without limitation, trade secrets and
any information concerning products, processes, formulas, designs, inventions
("Confidential
Information"),
· The
Company will suffer substantial damage which will be difficult to compute if,
during the period of his employment with the Company or thereafter, should
Executive enter a business directly competitive with the Company or divulge
Confidential Information.
· The
provisions of this Agreement are reasonable and necessary for the protection of
the business of the Company
· Executive
agrees that he will not at any time, either during the term of this Agreement or
thereafter, divulge to any person or entity any Confidential Information
obtained or learned by him as a result of his employment with the Company,
except (i) in the course of performing his duties hereunder, (ii) to the extent
that any such information is in the public domain other than as a result of
Executive's breach of any of his obligations hereunder, (iii) where required to
be disclosed by court order, subpoena or other government process, or (iv) if
such disclosure is made without Executive's knowing intent to cause material
harm to the Company. If Executive shall be required to make disclosure pursuant
to the provisions of clause (iii) of the preceding sentence, Executive promptly,
but in no event more than 24 hours after learning of such subpoena, court order,
or other government process, shall notify, by personal delivery or by electronic
means, the Company and, at the Company's expense, Executive shall: (a) take
reasonably necessary and lawful steps required by the Company to defend against
the enforcement of such subpoena, court order or other government process, and
(b) permit the Company to intervene and participate with counsel of its choice
in any proceeding relating to the enforcement thereof.
· Upon
termination of his employment with the Company Executive will promptly deliver
to the Company all memoranda, correspondence, notes, records, reports, manuals,
drawings, blue-prints and other documents (and all copies thereof) relating to
the business of the Company and all property associated therewith, which he may
then possess or have under his control whether prepared by Executive or
others.
· During
the term of this Agreement and terminating one year after termination of
employment, Executive, without the prior written permission of the Company,
shall not for any reason, (i) enter into the employ of or render any services to
any person, firm or corporation engaged in any business which is in direct
competition with the Company's principal existing business at the time of
termination ("Competitive Business"); (ii) engage in any Competitive Business as
an individual, partner, shareholder, director, officer, agent, employee, advisor
or in any other relationship or capacity; (iii) employ, or have or cause any
other person or entity to employ, any person who was employed by the Company at
the time of termination of Executive's employment by the Company; or (iv)
solicit, interfere with, or endeavor to entice away from the Company, for the
benefit of a Competitive Business, any of its
customers. Notwithstanding the foregoing, (i) Executive shall not be
precluded from investing and managing the investment of, his or his family's
assets in the securities of any corporation or other business entity which is
engaged in a Competitive Business if such securities are traded on a national
stock exchange or in the over-the-counter market and if such investment does not
result in his beneficially owning at any time, more than 2% of any class of the
publicly-traded equity securities of such Competitive Business ("Permitted
Competitive Investment").
· If
Executive commits a breach of any of the provisions this section the Company
shall have the right to require Executive to account for and pay over to the
Company all monetary damages determined by a non-appealable decision by a court
of law to have been suffered by the Company as the result of any actions
constituting a breach of arty of the provisions of this section and Executive
hereby agrees to account for and pay over such damages to the
Company.
Miscellaneous
Provisions.
· All
notices provided for in this Agreement shall be in writing, and shall be deemed
to have been duly given when delivered personally to the party to receive the
same, when delivered via overnight courier providing for next day delivery
service ("Overnight Courier"), when transmitted by facsimile (electronic receipt
confirmed), or when mailed first class postage prepaid, by certified mail,
return receipt requested, addressed to the party to receive the same at his or
its address set forth below, or such other address as the party to receive the
same shall have specified by written notice given in the manner provided for in
this section. All notices shall be deemed to have been given: (a) as
of the date of personal delivery, (b) the first business day after delivery via
Overnight Courier, (c) on the electronically confirmed date of receipt during
business hours of the facsimile transmittal (or the following business day if
the facsimile is received after 5;30 p.m, PDT), or (d) three calendar days after
the date of deposit (postage pre-paid) with the U.S. Postal Service if delivered
via first class or certified mail.
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If
to Executive:
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Eric
Gan
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407 Alta
Vista Ave., South Pasadena, CA 91030, USA
Fax:
323-474-6178
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If
to the Company:
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China
SLP Filtration Technology,
Inc.
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No. 5
Junye S. Rd, Area C, Shishan Science & Technology
Industrial
Park, Nanhai District, Foshan City,
Guangdong
Province, PRC
Post
code: 528225
Attn:
Yang, Wei
Fax:
86-757-86683197
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With
a copy to:
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Guzov
Ofsink, LLC
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600
Madison Avenue
New York,
New York 10022
Attn:
Darren L. Ofsink Fax: 212-688-7273
· In
the event of any claims, litigation or other proceedings arising under this
Agreement, Executive shall be reimbursed by the Company within sixty (60) days
after delivery to the Company of statements for the costs incurred by Executive
in connection with the analysis, defense and prosecution thereof, including
reasonable attorneys' fees and expenses; provided, however, that Executive shall
reimburse the Company for all such costs if it is determined by a non-appealable
final decision of a court of law that Executive shall have acted in bad faith
with the intent to cause material damage to the Company in connection with any
such claim, litigation or proceeding.
· The
Company, shall to the fullest extent permitted by law, indemnify Executive for
any liability, damages, losses, costs and expenses arising out of alleged or
actual claims (collectively, "Claims") made against Executive for any actions or
omissions as an officer and/or director of the Company or its subsidiary. To the
extent that the Company obtains directors and officers insurance coverage for
any period in which Executive was an officer, director or consultant to the
Company, Executive shall he a named insured and shall be entitled to coverage
thereunder.
Change of
Contract.
· Upon
agreed, the Company and Executive may change, modify or add the terms and
conditions of this contract with an addendum which shall be treated as part of
the contract.
IN WITNESS WHEREOF, the parties have
executed this Employment Agreement as of the date first above
written.
| “COMPANY” | “EXECUTIVE” | ||||
| China Filtration SLP Technology | Eric Gan | ||||
| By: |
/s/
Li Jie
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By: |
/s/ Eric
Gan
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| Title: |
Chief
Executive Officer
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