Employment Agreement - Artificial Life Asia Ltd. and P. Chin Lim
June 1, 2001
Ms P Chin Lim
13B Hoi To Court
275 Gloucester Road
Causeway Bay, HK
Dear Ms Lim:
RE: OFFER OF EMPLOYMENT
Thank you for your interests to work with us at Artificial Life Asia Ltd.
We are pleased to offer you the position of Contract CFO for Artificial Life
Asia Ltd. We are confident that you will make a significant contribution to our
business globally. In this position, you are responsible for the financial,
statutory, administrative functions such as legal, HR, insurance and other
requirement of Artificial Life.
POSITION
Contract CFO
LOCATION
You will be located at Artificial Life's Asia offices, and when required, to the
other Global offices.
COMMENCEMENT DATE
June 4, 2001
BASIC SALARY
USD16,667 per month, paid on a 12 month basis, the cash salary is convertible to
stock or stock options by mutual agreement.
COMMISSIONS AND BONUS
You are entitled to receiving performance-based bonus, in accordance with the
company's prevailing bonus scheme.
STOCK OPTION PLAN
You are eligible to join our staff stock option plan.
OTHER BENEFITS
You will be eligible for all statutory employee benefits provided by Hong Kong
Laws as well as all other company benefits in accordance with the company's
policies in Hong Kong and the countries that you are assigned to.
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Please indicate your acceptance of this offer by signing below, and returning it
to me as soon as possible.
We look forward to welcoming you to Artificial Life!
Sincerely,
/S/ EBERHARD SCHONEBURG
___________________________
Eberhard Schoneburg
Director
Artificial Life Asia Ltd.
I HAVE READ, UNDERSTOOD AND FULLY AGREE TO THE TERMS OF THIS AGREEMENT.
/S/ PHAIK CHIN LIM JUNE 1, 2001
_______________________________________
(SIGNATURE) DATE
Name: _________________________________
Address: _______________________________
_______________________________
Hong Kong ID Number: ________________
Birth Date: ________________
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STANDARD TERMS & CONDITIONS OF EMPLOYMENT
1. TERMS OF EMPLOYMENT
This employment agreement (the "Agreement") is comprised by the offer
letter attached hereto and these Standard Terms & Conditions of Employment.
To the extent of any discrepancies or conflicts between the offer letter
and these Standard Terms & Conditions, the terms of the offer letter will
prevail.
2. SCOPE OF EMPLOYMENT
2.1. The employee will be expected to devote his/her energies to the business of
the Company and to contribute the effort required to produce outstanding
quality work at all times.
2.2. It is the responsibility of the employee to keep his/her manager promptly
and fully informed at all times of his/her work, in writing if necessary,
and to explain any areas when required.
2.3. The employee may be required to work at locations other than Artificial
Life's office in Hong Kong.
3. REMUNERATION
3.1. Salary will be paid monthly in arrear at the end of each calendar month.
3.2. The employee understands that he/she may be required to work overtime. No
payment for overtime will be made.
3.3. Compensation will be reviewed on each anniversary of the commencement of
employment. The employee will be notified in writing of any change to
his/her compensation.
3.4. The employee is entitled to participate at the Company's expense in the
Company's group hospitalization and surgical insurance scheme. This is
subject to acceptance by the Company's insurers on normal terms.
4. EXPENSES
4.1. The employee shall be reimbursed for all reasonable out-of-pocket expenses
incurred as a result of his/her employment. Claims for these will be
submitted monthly on an Expense Claim Form. Claims for expenses will be
paid on the production to the Company of actual evidence of payment of the
expenses as the Company may reasonably require.
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5. HOURS OF WORK/TIME REPORTING
5.1. Normal office hours are 9:00 am - 6:00 p.m. Mondays through Fridays, with
one (1) hour for lunch. In accordance with the scope of the work, however,
the employee is required to work such additional hours as may be necessary
for the proper performance of his/her duties.
6. HOLIDAYS AND VACATION LEAVE
6.1 The Company's holiday year runs from 1 January to 31 December.
6.2. The employee is entitled to 14 working days annual leave in accordance
with the company's policies in Hong Kong.
6.3. The timing of vacation leave must be agreed with reasonable notice with
the employee's supervisor, but agreement will not be unreasonably withheld.
6.4. Employees are entitled to take the public holidays currently in force in
Hong Kong without deduction from salary.
6.5. A maximum of one year's vacation leave may be carried forward to the next
year.
6.6. Upon termination of the employment, the employee may be entitled to salary
in lieu of any unused vacation leave entitlement.
7. SICKNESS
7.1. The employee will be subject to all statutory medical leave requirements.
Absences of more than 2 calendar days should be supported with a medical
certificate from a doctor.
8. PENSIONS AND RETIREMENT
8.1. The Company provides statutory MPF benefits through participation with an
authorized MPF service provider.
9. PERIOD OF TERMINATION NOTICE
9.1. The employee will give one month's written notice of his/her intention to
end employment with the Company.
9.2. The Company will give one calendar month's written notice of its intention
to terminate the employment.
9.3. The Company reserves the right to pay salary in lieu of notice.
9.4. Nothing in this section shall prevent the Company from terminating the
employment without notice where the employee is guilty of misconduct or
serious or persistent neglect of his/her duties hereunder, any material
breach or non-observance of any of the terms of the Agreement or for other
good cause.
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9.5. During the employment period and for a reasonable period thereafter (which
shall be at least 12 months in duration or such shorter period as is
permitted by law), the employee will not (i) compete in any manner,
directly or indirectly, whether as a principal, shareholder, partner,
director, employee, agent or owner with the Company or any affiliate, or
(ii) offer employment to, or solicit the employment or engagement from the
employment of the Company of any person who is employed by the Company, or
(iii) interfere or seek to interfere with the continuance of services or
supplies to the Company from, or any business relationship between the
Company and, any person or entity which has supplied services or goods to
the Company or had a business relationship with the Company, at any time
during the period of two years prior to the termination of the employment
10. RESTRICTIONS OF ACTIVITIES
10.1. The employee must devote the whole of his/her time, attention and
abilities during his/her hours of work for the Company to the duties of
the Company. Without the written permission of the Company, the employee
will not enter into concurrent employment or consultancy agreements with
other companies.
10.2. The employee must not be engaged, directly or indirectly, in any business
which may be detrimental to the business of the Company.
10.3. All information regarding the Company, its affairs and the affairs of its
partners and customers is strictly confidential and may not be used or
disclosed or made available to any person except as strictly required in
the course of your employment. Upon termination of the period of
employment, the employee will return to the Company all such information
which exists in written or physical form and all copies thereof under
his/her control. The provisions of this paragraph shall survive the expiry
or earlier termination of this Agreement.
10.4. No information held by the Company or any third party to which the Company
owes an obligation of confidence should be passed on to a third party
outside the Company. Except at the Company's direction or in the course of
performing his/her regular job duties for the Company, the employee will
hold in strictest confidence and will not at any time (a) communicate or
disclose any confidential information to any person, corporation or
entity, or (b) use any confidential information for his/her benefit or for
the benefit of any other person, corporation or entity. The employee
understands that obligations under this paragraph continue indefinitely
during and after the period of employment with the Company.
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11. INTELLECTUAL PROPERTY
11.1. Any publications, materials, designs, methodologies or software code
developed or produced by the employee during his/her time of employment
with the Company must be disclosed to the Company immediately and will
remain the property of the Company, unless otherwise agreed in writing.
11.2. The employee acknowledges and agrees that the product of his/her work and
services will be considered a work made for hire and the Company will be
deemed to be the sole authority of the said products and the sole owner of
the copyright therein (and in all renewals and extensions thereto).
12. ASSIGNMENT
12.1. The Company shall be entitled to assign the benefit of this Agreement in
whole or part to any of its parent, subsidiary or affiliated entities.
13. GRIEVANCE PROCEDURE
13.1. If the employee is dissatisfied with any aspect of employment, he/she
should raise the matter formally in writing with his manager.
13.2. The manager should acknowledge the grievance within 5 working days and
provide a response within 10 working days.
14. SEVERABILITY
14.1. The invalidity or unenforceability of any provision of this Agreement
shall in no way affect the validity or enforceability of any other
provision of this Agreement.
15. STANDARDS OF CONDUCT AND BEHAVIOR
15.1. The employee will conduct himself/herself in an ethical and professional
manner at all times and in accordance with any employee policies or
guidelines which the company may issue from time to time.
16. GOVERNING LAW
This contract of employment shall be governed and interpreted in
accordance with the laws of Hong Kong. The courts of Hong Kong shall have
non-exclusive jurisdiction to settle any disputes which may arise out of
or connection with this Agreement and accordingly any legal action or
proceedings arising out of or in connection with this contract.