Labor Contract - China Finance Online (Beijing) Co. Ltd. and Zhongshan Qian
LABOR CONTRACT
Party A: China Finance Online (Beijing) Co., Ltd.
Party B: Zhongshan Qian
Execution Date: March 31, 2004
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LABOR CONTRACT, effective as of March 31, 2004, between Party A, China
Finance Online (Beijing) Co., Ltd., a company duly organized and validly
existing under the laws of the People's Republic of China (the "Company"), and
Party B, Zhongshan Qian, a citizen of the United States of America, having an
identification number of 710403842 (the "CFO").
Pursuant to the Labor Law of the People's Republic of China and other
applicable laws and regulations and upon consultation on the basis of equality
and free will, Party A and Party B hereby enter into this Contract providing for
Party A's employment of Party B as a contract-based executive-level manager.
Chapter 1. Term of Employment
1.1 Party A and Party B agree to define the Term of Employment as follows:
(a) Fixed term: for a period of two years beginning on April 1, 2004
and terminating on March 31, 2006.
1.2 If both Parties desire to renew this Contract, each Party shall notify
the other Party of its intent to renew this Contract thirty days prior to the
expiration of this Contract.
Chapter 2. Duties
2.1 The Company will employ Mr. Zhongshan Qian to serve as the Company's
CFO based on the Company's business needs. The scope and responsibilities of the
CFO job include the following:
(a) To formulate and implement relevant policies, procedures and
strategies to ensure the realization of the Company's business strategy;
(b) To establish a strong financial system and strict internal
control;
(c) To supervise all financial activities to ensure their compliance
with Chinese law and the Company's policy.
(d) To be responsible for timely submitting accurate financial
reports;
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(e) To establish and direct a mechanism for solving financial problems
and to timely solve financial problems;
(f) To establish and direct a mechanism for reducing costs and
increasing efficiency;
(g) To be responsible for the Company's financial planning;
(h) To participate in business development and strategic planning;
(i) To recommend investment policies, to implement investment
strategies based on approved investment guidelines, and to manage investment
transactions;
(j) To carry out strategic acquisition, capital management, initial
public offering, etc. pursuant to the requirements of the Board of Directors;
(k) To provide comments to the Executive Management Team and the Board
of Directors on financial issues of the Company;
(l) Other responsibilities stipulated by the Board of Directors.
2.2 The CFO shall perform his duties diligently and competently pursuant
to the requirements for the position.
Chapter 3. Compensation and Stock Options
3.1 The first-year salary of the CFO shall be two hundred thousand
(200,000) RMB yuan per year (before tax) and, if the Company is successful in
its initial public offering or capital management, both Parties shall
renegotiate the CFO's salary before March 15, 2005.
3.2 The pay day of the Company will be between the first and the fifth
days of each month and, if such days are during a holiday period, then the pay
day will be the first working day after the holiday period.
3.3 The Company's employees shall pay personal income taxes pursuant to
regulations of the government tax agency, and the Company shall deduct a
corresponding amount from the
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monthly salary of each employee and pay that amount on behalf of the employee to
the relevant tax agency.
3.4 In addition to what is provided for under the foregoing Article 3.3,
the Company shall have the right to deduct from the employees' salaries for
other purposes in accordance with laws and regulations of the State.
3.5 Stock option.
(a) The Company allocates 730,000 shares of its current stock to Mr.
Zhongshan Qian.
(b) The aforesaid stock option shall be vested in two years, that is
one twenty-fourth (1/24) of the stock option shall be vested per month.
Chapter 4. Allowances
4.1 Considering Mr. Zhongshan Qian's actual family circumstances, the
Company shall give Mr. Zhongshan Qian an allowance of U.S.$20,000 or the
equivalent in RMB.
Chapter 5. Rewards and Penalties
5.1 The CFO shall abide by various rules and regulations stipulated by the
Company under the law.
5.2 Without written consent of the Company, the CFO shall not accept
money, gift or any other kinds of benefits from any customer, collaborating
company or other related company.
5.3 The CFO shall serve the Company faithfully and competently during the
Term of Employment, and the Company will not permit the CFO to engage in any
other job during the Term of Employment.
5.4 The Company shall impose penalties on the CFO pursuant to regulations
of the Company, if the CFO violates the Company's rules or regulations.
Chapter 6. Confidentiality and Non-Competition
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6.1 The CFO shall safeguard the intellectual property rights of the
Company, abide by relevant confidentiality agreements to which the Company is a
party regarding manufacturing technologies, marketing, and unpatented
technologies, and not engage in any business or activity that is competitive
with the business of the Company. Specific duties are stipulated by both Parties
in a separate Intellectual Property, Confidentiality and Non-Competition
Agreement.
Chapter 7. Alteration, Rescission, and Termination of the Labor Contract
7.1 If, due to his own fault, Party B has committed any gross errors on
the job, including without limitations violation of the Intellectual Property,
Confidentiality and Non-Competition Agreement stipulated by both Parties,
violation of laws or regulations of the State, infringement of shareholders'
rights or interests, the Company shall have the right to rescind this Labor
Contract immediately and shall only need to pay Party B the salary for the
current month without any allowance. In addition, Party B shall have the vested
shares of the stock option pursuant to Article 3.5(b), and the remaining
unvested shares of stock option shall be retrieved by the Company.
7.2 If Party B requests to have this Contract rescinded before the end of
the Term of Employment because of personal reasons, Party B shall notify the
Company in writing thirty (30) days in advance, and the Company shall pay Party
B the salary for the current month but need not pay Party B any allowance. In
addition, Party B shall have the vested shares of the stock option pursuant to
Article 3.5(b), and the remaining unvested shares of stock option shall be
retrieved by the Company.
7.3 During Party B's Term of Employment, if the Company deems that the CFO
has failed to reach the expected target or achieve the expected results, the
Company has the right to rescind this Labor Contract; however, the Company shall
notify Party B in writing thirty (30) days in
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advance and shall pay Party B a compensation of three months of salary. In
addition, Party B shall have the vested shares of the stock option pursuant to
Article 3.5(b), the Company shall give Party B additional three months of vested
shares of stock option, and the remaining unvested shares of stock option shall
be retrieved by the Company.
7.4 If the Company requests to have certain provisions of this Contract
changed due to changes in objective circumstances upon which this Contract is
based, or if the CEO requests for such a change for personal reasons, the
requesting Party shall notify the other Party in writing thirty (30) days in
advance, and the Contract may only be changed if both Parties agree to the
changes upon consultation.
7.5 The CFO may not rescind this Contract pursuant to the foregoing
Article 6.4 before all matters concerning his liabilities for breach of this
Contract or the Intellectual Property, Confidentiality and Non-Competition
Agreement have been cleared.
7.6 The employment relationship between the Company and the CFO shall be
terminated upon expiration of the Term of Employment. When this Contract is
rescinded or terminated, Party B shall hand over his work to Party A. Party B
shall hand over to the receiving person at Party A in excellent conditions all
office utilities, equipment and facilities that Party B used and all documents
that Party B worked on while working for Party A. Otherwise, Party A shall
refuse to proceed with relevant termination procedures, and Party A has the
right to require Party B to assume liability for breach of contract pursuant to
this Contract and may require Party B to pay for liquidated damages.
7.7 Regardless of the reasons for leaving the Company, except if the
Company has committed tax evasion or has otherwise violated the law during its
operation, Party B shall not
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defame or sue the Company, raid the Company for employees, or engage in any
business or activity that is competitive with the Company's business.
7.8 Upon rescission or termination of this Contract, the Company shall
complete the procedures for rescinding or terminating a labor contract within a
stipulated time period, unless otherwise agreed upon in this Contract.
Chapter 8. Liability for Breach
8.1 If either Party to this Contract is under any of the following
circumstances, the Party shall be liable for breach of the Contract:
(a) The Company violates the provisions of this Contract and
unilaterally rescinds this Contract, unless otherwise provided by this Contract;
(b) The CFO quits his job without the Company's consent.
8.2 Either Party in breach of this Contract shall pay the other Party
liquidated damages. The standard liquidated damages shall be equal to twice of
the salary Party B actually received in the month prior to the date of the
breach.
8.3 If the liquidated damages provided for under the foregoing Article 8.2
is not enough to cover the losses of the other Party, then the breaching Party
shall pay the other Party for the actual losses caused by the breach.
8.4 The CFO warrants (1) that all the relevant information he provides to
the Company, including without limitations his identification, address, academic
credentials, work experiences and professional skills are true; (2) that, by
working for the Company and by entering into this Labor Contract with the
Company, the CFO does not violate any agreement on confidentiality or
non-competition entered into with his previous employer or any other company or
individual. If
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the CFO breaches this warranty, the Company has the right to rescind this
Contract and demand that the CFO compensate the Company for any losses due to
the breach.
Chapter 9. Miscellaneous
9.1 The Employment Handbook and other rules and regulations of the Company
are part of this Labor Contract.
9.2 This Contract has two counterparts, one for the Company, one for the
employee. This Contract shall become effective upon execution by both Parties.
Both counterparts shall have equal legal effect.
9.3 If any of the provisions of this Contract conflicts with laws and
regulations of the State, the provision shall be superseded by the laws and
regulations of the State.
IN WITNESS WHEREOF, the Parties have executed this Labor Contract.
Party A: China Finance Online (Beijing) Co., Ltd. [/s/ COMPANY SEAL]
(Seal)
/s/ Jun Ning
_____________________________
Authorized representative
Date: April 1, 2004
Party B: Zhongshan Qian
/s/ Zhongshan Qian April 1, 2004
_____________________________ __________________________
Signature Date