EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of December 9, 2021, by and between Dragon Xxxxxxx Xxxxxxxxxxxxx
Limited, a company incorporated and existing under the laws of Cayman Islands (the “Company”), and Xxxxxxxxx Xxxx,
an individual (the “Executive”). The term “Company” as used herein with respect to all obligations of the
Executive hereunder shall be deemed to include the Company and all of its direct or indirect parent companies, subsidiaries, affiliates,
or subsidiaries or affiliates of its parent companies (collectively, the “Group”).
Company desires to employ the Executive and to assure itself of the services of the Executive during the term of Employment (as defined
Executive desires to be employed by the Company during the term of Employment and upon the terms and conditions of this Agreement.
The parties hereto agree
The Executive hereby accepts a
position of President of the Company (the “Employment”).
the terms and conditions of this Agreement, the initial term of the Employment shall be three years, commencing upon the Employment being
approved by the Board of Directors (the “Board”) of the Company (the “Effective Date”), unless terminated
earlier pursuant to the terms of this Agreement. Upon expiration of the three-year term, the Employment shall be automatically extended
for successive one-year terms unless terminated earlier pursuant to the terms of this Agreement prior to the expiration of such one-year
There is no probationary period.
||DUTIES AND RESPONSIBILITIES|
duties at the Company will include all jobs assigned by the Board.
shall devote all of his/her working time, attention and skills to the performance of his/her duties at the Company and shall faithfully
and diligently serve the Company in accordance with this Agreement, the Memorandum and Articles of Association of the Company
(the “Articles of Association”), and the guidelines, policies and procedures of the Company approved from time to time
by the Board.
shall use his/her best efforts to perform his/her duties hereunder. The Executive shall not, without prior consent of the Board,
become an employee of any entity other than the Company and any subsidiary or affiliate of the Company, and shall not be concerned or
interested in any business or entity that directly or indirectly competes with the Group (any such business or entity, a “Competitor”),
provided that nothing in this clause shall preclude the Executive from holding shares or other securities of any Competitor that is listed
on any securities exchange or recognized securities market anywhere, provided however, that the Executive shall notify
the Company in writing prior to his/her obtaining a proposed interest in such shares or securities in a timely manner and with such details
and particulars as the Company may reasonably require. The Company shall have the right to require the Executive to resign from any
board or similar body which he/she may then serve if the Board reasonably determines in writing that the Executive’s service on
such board or body interferes with the effective discharge of the Executive’s duties and responsibilities to the Company or that
any business related to such service is then in competition with any business of the Company or any of its subsidiaries or affiliates.
hereby represents to the Company that: (i) the execution and delivery of this Agreement by the Executive and the performance by the
Executive of the Executive’s duties hereunder shall not constitute a breach of, or otherwise contravene, the terms of any other
agreement or policy to which the Executive is a party or otherwise bound, except for agreements that are required to be entered into by
and between the Executive and any member of the Group pursuant to applicable law of the jurisdiction where the Executive is based, if
any; (ii) the Executive has no information (including, without limitation, confidential information and trade secrets) relating to
any other person or entity which would prevent, or be violated by, the Executive entering into this Agreement or carrying out his/her
duties hereunder; and (iii) the Executive is not bound by any confidentiality, trade secret or similar agreement (other than this)
with any other person or entity except for other member(s) of the Group, as the case may be.
The Executive will be based in Hong
Kong, until both parties hereto agree to change otherwise. The Executive acknowledges that he/she may be required to travel from time
to time in the course of performing his/her duties for the Company.
||COMPENSATION AND BENEFITS|
||Compensation. The Executive’s cash compensation (inclusive of the statutory welfare reserves that the Company is required to set aside for the Executive under applicable law) shall be provided by the Company in a separate schedule A attached hereto (“Schedule A”) or as specified in a separate agreement between the Executive and the Company’s designated subsidiary or affiliated entity, subject to annual review and adjustment by the Company or the compensation committee of the Board. The cash compensation may be paid by the Company, a subsidiary or affiliated entity or a combination thereof, as designated by the Company from time to time.|
||Equity Incentives. To the extent the Company adopts and maintains a share incentive plan, the Executive will be eligible to participate in such plan pursuant to the terms thereof.|
||Benefits. The Executive is eligible for participation in any standard employee benefit plan of the Company that currently exists or may be adopted by the Company in the future, including, but not limited to, any retirement plan, life insurance plan, health insurance plan and travel/holiday plan.|
||TERMINATION OF THE AGREEMENT|
||By the Company. The Company may terminate the Employment for cause, at any time, without notice or remuneration, if the Executive (1) commits any serious or persistent breach or non-observance of the terms and conditions of the Employment; (2) is convicted of a criminal offence other than one which, in the opinion of the Board, does not affect the Executive’s position as an employee of the Company, bearing in mind the nature of the Executive’s duties and the capacity in which the Executive is employed; (3) willfully disobeys a lawful and reasonable order; (4) misconducts himself/herself and such conduct is inconsistent with the due and faithful discharge of the Executive’s material duties hereunder; (5) is guilty of fraud or dishonesty; or (6) is habitually neglectful in his/her duties. The Company may terminate the Employment without cause at any time with a six-month prior written notice to the Executive or by payment of six months’ salary in lieu of notice.|
||By the Executive. The Executive may terminate the Employment at any time with a six-month prior written notice to the Company. 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.|
||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. The notice of termination shall indicate the specific provision(s) of this Agreement relied upon in effecting the termination.|
||CONFIDENTIALITY AND NONDISCLOSURE|
||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.|
||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.|
||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.|
||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.
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.
||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.
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.
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.
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.
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.
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.
or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration, conducted before a panel
of three arbitrators in New York, New York, in accordance with the rules of the American Arbitration Association then in effect. Judgment
may be entered on the arbitrator’s award in any court having jurisdiction. Each party to this agreement agrees that it will not
challenge the jurisdiction or venue provisions as provided in this Section 17.
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.
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.
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.
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.
||NO INTERPRETATION AGAINST DRAFTER|
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.
[Remainder of this
page has been intentionally left blank.]
IN WITNESS WHEREOF, this Agreement has been
executed as of the date first written above.
|Dragon Xxxxxxx Xxxxxxxxxxxxx Limited
/s/ Xxxxx Xxx
||Chief Executive Officer
/s/ Xxxxxxxxx Xxxx
[Signature Page to
Annual compensation is HKD240,000.