ANNEX B
ASIA AUTOMOTIVE ACQUISITION CORPORATION
KEY EMPLOYEES EMPLOYMENT AGREEMENT
This KEY EMPLOYEES EMPLOYMENT AGREEMENT (the "Agreement"), is entered into as of
July 24, 2007 by and between ASIA AUTOMOTIVE ACQUISITION CORPORATION, a US
public company (the "Company") and the selected executives and employees
(hereinafter referred to as "Key Employees" collectively or "Key Employee" as
individual, the names of such Key Employees are attached as Exhibit A of this
Agreement; collectively, the "Parties").
RECITALS
The Company desires to retain and employ the Key Employees listed in Exhibit A
and to assure itself of the services of the Key Employees for the Period of
Employment (as defined below). The Key Employees desire to be retained and
employed by the Company for the Period of Employment and upon the terms and
conditions of this Agreement.
AGREEMENT
ACCORDINGLY, the Parties agree as follows:
1. Consideration. The Company will issue to the Key Employees in Hunan Tongxin,
4,500,000 shares of the new company. These shares will be issued unconditional
after the close of the transaction between AAAC and Hunan Tongxin. In addition,
if the company calls the 5,000,000 outstanding warrants for redemption from the
current holders of AAAC warrants (AAACW), the Company shall issue 2,000,000
shares of the Company's common stock to the Key Employees, listed on attachment
A with no consideration paid by Key Employees.
2. Term of Employment. The Company shall employ the Key Employees to render
services to the Company in the position and with the duties and responsibilities
described in Section 2 from the date of this Agreement until the business
transaction between Hunan Tongxin and AAAC has been consummated (the "Period of
Employment"), unless the Period of Employment is terminated sooner in
accordance with Section 4 or 5 below or extended upon mutual agreement of the
Parties.
3. Position, Duties, Responsibilities.
3.1 Position. The Key Employees shall render services to the Company in the
position as designated by the Chief Executive Officer of the Company and shall
perform all services appropriate to that position as well as such other
services as may reasonably be assigned by the Company, including giving due
consideration to serving in HUNAN TX ENTERPRISE CO., LTD., after the
consummation of the business combination between Hunan Tongxin and AAAC. Hunan
TX Enterprise Co. will become a wholly owned subsidiary of the new Company
established in the People's Republic of China (the "PRC")("TX China"). Each key
Employee's principal place of employment shall be at any location in the PRC
decided by the board of directors of the Company. Each of the Key Employees
shall devote his/her best efforts and full-time attention to the performance of
his/her duties. The Key Employees shall report to the Chief Executive Officer
of the Company.
3.2 Other Activities. Except upon the prior written consent of the board of
directors of the Company, the Key Employees shall not (i) accept any other
employment (except for academic employment, position in industrial or
professional associations, non-executive director of other companies which do
not compete with the Company's business provided that such other companies or
indirectly, in any other business activity (whether or not pursued for
pecuniary advantage) that is or may be in conflict with, or that might place
the Key Employees in a conflicting position to that of the Company or (iii) act
as the legal representative or an executive officer of another company within
or outside the PRC.
3.3 Execution of TX China Employment Agreement. The Key Employees shall upon
request of the Company execute an employment agreement (the "TX China
Employment Agreement") with TX China in accordance with PRC laws and
regulations, in the form substantially identical to this Agreement except for
adjustments or alterations required to comply with the relevant laws and
regulations of the PRC.
4. Compensation. The employees listed on attachment A will continue to receive
their current salary and benefits that they currently receive. The salary and
welfare provided respectively in the TX China Employment Agreement and this
Agreement shall not be cumulative.
4.2 By Death. The Key Employee's employment shall terminate
automatically upon the Key Employee's death. The Company shall pay to the Key
Employee's beneficiaries or estate, as appropriate, any compensation then due
and owing under Section 3 hereof to which the Key Employee is entitled up
through the date of termination, subject to any other rights or remedies of the
Company under law, and thereafter all obligations of the Company under this
Agreement shall cease. Nothing in this section shall affect any entitlement of
the Key Employee's heirs or devisees to the benefits of any life insurance plan
or other applicable benefits, if any.
4.3 By Disability. If the Key Employee is unable to carry out the
responsibilities and functions of the position held by the Key Employee by
reason of any physical or mental impairment for more than ninety (90)
consecutive days or more than one hundred twenty (120) days in any twelve-month
period, then, to the extent permitted by law, the Company may terminate the Key
Employee's employment. The Company shall pay to the Key Employee all
compensation prescribed under Section 3 hereof to which the Key Employee is
entitled up through the date of termination, and thereafter all obligations of
the Company under this Agreement shall cease. Nothing in this section shall
affect the Key Employee's rights under any disability plan in which the Key
Employee is a participant, if any.
5. Termination by Key Employee.
5.1 Termination by Key Employee other than for Good Reason. The Key Employee may
terminate employment with the Company at any time for any reason or no reason at
all, upon three (3) months' advance written notice. During such notice period
the Key
Employee shall continue to diligently perform all of the Key Employee's duties
hereunder. The Company shall have the option, in its sole discretion, to make
the Key Employee's termination effective at any time prior to the end of such
notice period as long as the Company pays the Key Employee all compensation
under Section 3 hereof to which the Key Employee is entitled up through the last
day of the three (3) months' notice period. Thereafter all obligations of the
Company shall cease.
5.2 Termination for Good Reason after Change in Control. The Key Employee's
termination shall be for Good Reason (as defined below) if the Key Employee
provides written notice to the Company of the Good Reason within three (3)
months of the event constituting Good Reason and provides the Company with a
period of twenty (20) days to cure the Good Reason and the Company fails to cure
the Good Reason within that period. For purposes of this Agreement, "Good
Reason" shall mean any of the following events if (i) the event is effected by
the Company without the consent of the Key Employee and (ii) such event occurs
within three (3) months after a Change in Control (as hereinafter defined): (A)
a change in the Key Employee's position with the Company which materially
reduces the Key Employee's level of responsibility; or (B) a relocation of the
Key Employee's principal place of employment by more than one hundred
kilometers. For purposes of this Agreement, a "Change in Control" of the Company
shall be deemed to have occurred when: (i) the shareholders of the Company
approve a merger or consolidation of the Company with any other corporation,
other than a merger or consolidation which would result in the shareholders of
the Company immediately prior thereto holding fifty percent (50%) or more of the
outstanding voting securities of the Company or the surviving entity immediately
after such
merger or consolidation; or (ii) the shareholders of the Company approve either
a plan of liquidation or dissolution of the Company or an agreement for the
sale, lease, exchange or other transfer or disposition by the Company of
fifty-percent (50%) or more of the Company's assets.
6. Termination Obligations.
The Company agrees that its obligation to pay the consideration to the Key
Employee will not be affected in anyhow no matter this Agreement is terminated
for any reason as stated in Section 4 and 5 above.
The Key Employee agrees that on or before termination of employment, he will
promptly return to the Company all documents and materials of any nature
pertaining to his/her work with the Company, including all originals and copies
of all or any part of any Proprietary Information or Inventions (as defined
below) along with any and all equipment and other tangible and intangible
property of the Company. The Key Employee agrees not to retain any documents or
materials or copies thereof containing any Proprietary Information or
Inventions.
The Key Employee further agrees that: (i) all representations, warranties, and
obligations under Articles 6, 7, 8, 12, 14.1, 14.2 and 14.3 contained in this
Agreement shall survive the termination of the Period of Employment; (ii) the
Key Employee's representations, warranties and obligations under Articles 6, 7,
8, 12, 14.1, 14.2 and 14.3 shall also survive the expiration of this Agreement;
and (iii) following any termination of the Period of Employment, the Key
Employee shall fully
cooperate with the Company in all matters relating to his/her continuing
obligations under this Agreement, including but not limited to the winding up of
pending work on behalf of the Company, the orderly transfer of work to the other
employees of the Company, and the defense of any action brought by any third
party against the Company that relates in any way to the Key Employee's acts or
omissions while employed by the Company. The Key Employee also agrees to sign
and deliver the Termination Certificate attached hereto as Exhibit C prior to
his/her termination of employment with the Company.
7. Post-Termination Activity.
7.1 No Use of Proprietary Information. The Key Employee acknowledges that the
pursuit of the activities forbidden by this subsection would necessarily involve
the use or disclosure of Proprietary Information in breach of this Agreement,
but that proof of such a breach would be extremely difficult. To forestall such
disclosure, use, and breach, and in consideration of the employment under this
Agreement, the Key Employee also agrees that while employed by the Company, and
for a period of three (3) years after termination of the Key Employee's
employment, the Key Employee shall not, directly or indirectly:
(i) divert or attempt to divert from the Company or any Affiliate ("Affiliate"
shall mean any person or entity that directly, or indirectly through one or more
intermediaries, controls, or is controlled by, or is under common control with
such entity. For the purposes of this definition "control" means the possession,
directly or indirectly, of the power to direct or cause the direction of the
management and policies of a person,
whether through the ownership of voting securities, by contract or otherwise,
and includes (x) ownership directly or indirectly of 50% or more of the shares
in issue or other equity interests of such person, (y) possession directly or
indirectly of 50% or more of the voting power of such person or (z) the power
directly or indirectly to appoint a majority of the members of the board of
directors or similar governing body of such person, and the terms "controlling"
and "controlled" have meanings correlative to the foregoing) any business of any
kind in which it is engaged, including, without limitation, soliciting business
from or performing services for, any persons, company or other entity which at
any time during the Key Employee's employment by the Company is a client,
supplier, or customer of the Company or prospective client, supplier, or
customer of the Company if such business or services are of the same general
character as those engaged in or performed by the Company;
(ii) solicit or otherwise induce any person to terminate his/her employment or
consulting relationship with the Company or any Affiliate; and
(iii) engage, invest or assist in any business activity that directly or
indirectly competes with the business or future business plans of the Company or
any Affiliate.
In addition, because the Key Employee acknowledges the difficulty of
establishing when any intellectual property, invention, or proprietary
information is first conceived or developed by the Key Employee, or whether it
results from access to Proprietary Information or the Company equipment,
supplies, facilities, or data, the Key Employee agrees that any intellectual
property, invention, or proprietary information shall be reported to the Company
and, unless proven otherwise to the reasonable satisfaction of the Company,
shall be presumed to be an Invention for the purpose of this Agreement and shall
be subject to all terms and conditions hereof, if reduced to practice by the Key
Employee or with the aid of the Key Employee within two (2) years after
termination of the Period of Employment.
7.2 No Competition. Notwithstanding Section 7.1 above, while employed by the
Company and for a period of three (3) years after the termination of the Key
Employee's employment with the Company for any reason whatsoever, the Key
Employee shall not, directly or indirectly, as an Key Employee, employer,
employee, consultant, agent, principal, partner, manager, stockholder, officer,
director, or in any other individual or representative capacity, engage or
participate in any business within the PRC that is competitive with the business
of the Company or any Affiliate, except if this Agreement expires, then a period
of three (3) years shall apply. Notwithstanding the foregoing, the Key Employee
may own less than one percent (10%) of any class of stock or security of any
corporation listed on an internationally recognized securities exchange which
competes with the Company.
7.3 Enforceability. The covenants of this Article 7 are several and separate,
and the unenforceability of any specific covenant shall not affect the
provisions of any other covenant. If any provision of this Article 7 relating to
the time period or geographic area of the restrictive covenants shall be
declared by a court of competent jurisdiction to exceed the maximum time period
or geographic area, as applicable, that such court deems reasonable and
enforceable, then this Agreement shall
automatically be considered to have been amended and revised to reflect the
maximum time period or geographic area that such court deems enforceable.
7.4 Independent Covenants. All of the covenants in this Article 7 shall be
construed as an agreement independent of any other provision in this Agreement,
and the existence of any claim or cause of action of the Key Employee against
the Company or any of its Affiliates, whether predicated on this Agreement or
otherwise, shall not constitute a defense to the enforcement by the Company of
such covenants.
8. Proprietary Information.
The Key Employee agrees during his/her employment with the Company and within
three (3) years thereafter, to hold in strictest confidence and trust, and not
to use or disclose to any person, firm or corporation any Proprietary
Information without the prior written consent of the Company, except as
necessary in carrying out his/her duties as an employee of the Company for the
benefit of the Company. "Proprietary Information" means any information of a
proprietary, confidential or secret nature that may be disclosed to the Key
Employee that relates to the business of the Company or of any parent,
subsidiary, Affiliate, customer or supplier of the Company or any other party
with whom the Company agrees to hold information of such party in confidence
("Relevant Parties"). Such Proprietary Information includes, but is not limited
to, Inventions, research, product plans, products, services, business
strategies, personnel information, customer lists, customers, markets, technical
information, forecasts, marketing, finances or other business information of the
Company
and its Affiliates. This information shall remain confidential whether
it was disclosed to the Key Employee either directly or indirectly in writing,
orally or by drawings or observation. The Key Employee understands that
Proprietary Information does not include any of the foregoing items which has
become publicly known and made generally available through no wrongful act of
the Key Employee or others who were under confidentiality obligations as to the
items involved.
9. Former Employer Information.
The Key Employee agrees that he will not, during his/her employment with the
Company, improperly use or disclose any proprietary information or trade
secrets, or bring onto the premises of the Company any unpublished document or
proprietary information belonging to any former or concurrent employer (except
TX China) or other person or entity.
10. Third Party Information.
The Key Employee recognizes that the Company has received and in the future will
receive confidential or proprietary information from third Parties. The Key
Employee agrees to hold all such confidential or proprietary information in the
strictest confidence and trust, and not to disclose it to any person, firm or
corporation or to use it except as necessary in carrying out his/her work for
the Company consistent with the Company's agreement with such third party.
11. No Conflict.
The Key Employee represents and warrants that the Key Employee's execution of
this Agreement, his/her employment with the Company, and the performance of
his/her proposed duties under this Agreement shall not violate any obligations
he may have to any former employer or other party, including any obligations
with respect to proprietary or confidential information or intellectual property
rights of such party.
12. Inventions.
12.1 Inventions Retained and Licensed. If the Key Employee has any inventions,
original works of authorship, developments, improvements, and trade secrets
which were made by the Key Employee prior to the Key Employee's employment with
the Company ("Prior Inventions"), which belong to the Key Employee, and which
relate to the Company's actual and/or proposed business, products or research
and development. If, in the course of his/her employment with the Company, the
Key Employee incorporates into a Company product, process or machine a Prior
Invention owned by the Key Employee or in which the Key Employee has an
interest, the Company is hereby granted and shall have a non-exclusive,
royalty-free, irrevocable, perpetual, worldwide license to make, have made,
modify, use and sell such Prior Invention as part of or in connection with such
product, process or machine.
12.2 Assignment of Inventions. The Key Employee agrees that he will promptly
make full written disclosure to the Company, will hold in trust for the sole
right and benefit of the Company, and hereby irrevocably assign to the Company,
or its designee, all the Key Employee's right, title, and interest in and to any
and all inventions, original works of authorship, developments, concepts,
improvements, designs, drawings, discoveries, ideas, formulas, processes,
compositions of matter, software, databases, mask works, computer programs
(including all source codes) and related documentation, algorithms, engineering
and reverse engineering, technology, hardware configuration information, logos,
trade names, trademarks, patents, patent applications, copyrights, trade secrets
or know-how, which the Key Employee may solely or jointly conceive or develop or
reduce to practice, or cause to be conceived or developed or reduced to practice
("Inventions"), while the Key Employee is employed by the Company. The Key
Employee further acknowledges that all original works of authorship which are
made by the Key Employee (solely or jointly with others) within the scope of and
during his/her employment with the Company and which are protectable by
copyright are "works made for hire," as that term is defined in the United
States Copyright Act and that the Company will be considered the author and
owner of such works. The Key Employee understands and agrees that the decision
whether or not to commercialize or market any Invention developed by the Key
Employee solely or jointly with others is within the Company's sole discretion
and for the Company's sole benefit and that no royalty will be due to the Key
Employee as a result of the Company's efforts to commercialize or market any
such Invention.
12.3 Waiver of Moral Rights. To the utmost extent legally permitted, the Key
Employee also hereby forever waives and agrees never to assert any and all Moral
Rights (as defined below) he may have in or with respect to any Invention, even
after termination of his/her work on behalf of the Company. "Moral Rights" mean
any rights to claim authorship of an Invention to object to or prevent the
modification of any Invention, or to withdraw from circulation
or control the publication or distribution of any Invention, and any similar
right, existing under judicial or statutory law of any country in the world, or
under any treaty, regardless of whether or not such right is denominated or
generally referred to as a "moral right."
12.4 Maintenance of Records. The Key Employee agrees to keep and maintain
adequate and current written records of all Inventions made by the Key Employee
(solely or jointly with others) during the Key Employee's employment with the
Company. The records will be in the form of notes, sketches, drawings, and any
other format that may be specified by the Company. The records will be provided
to, and remain the sole property of, the Company at all times.
12.5 Patent and Copyright Registrations. The Key Employee agrees to assist the
Company, or its designee, at the Company's expense, in every proper way, to
secure the Company's rights in the Inventions and any copyrights, patents, mask
work rights, trade secret rights or other intellectual property rights relating
thereto in any and all countries. The Key Employee will disclose to the Company
all pertinent information and data which the Company deems necessary for the
execution of all applications, specifications, oaths, assignments and execute
all instruments necessary to apply for and obtain such rights and in order to
assign and convey to the Company, its successors, assigns, and nominees, the
sole and exclusive right, title and interest in and to such Inventions, and any
copyrights, patents, mask work rights, or other intellectual property rights
relating thereto. The Key Employee further agrees that the Key Employee's
obligation to execute or cause to be executed, when it is in the Key Employee
power to do so, any such instrument or papers shall continue after the
termination of this Agreement. If the Company is unable, because of the Key
Employee's mental or physical incapacity or for any other reason, to secure
his/her signature to apply for or to pursue any application for any patents or
copyright registrations covering the Inventions assigned to the Company as
above, then the Key Employee hereby irrevocably designates and appoints the
Company and its duly authorized officers and agents as his/her agent and
attorney in fact, to act for and in the Key Employee's behalf and stead to
execute and file any such applications and to do all other lawfully permitted
acts to further the prosecution and issuance of letters, patent or copyright
registrations thereon with the same legal force and effect as if executed by the
Key Employee.
13. Alternative Dispute Resolution.
The Company and Key Employee mutually agree that any controversy or claim
arising out of or relating to this Agreement or the breach thereof, or any other
dispute between the Parties, shall be submitted to mediation before a mutually
agreeable mediator, which cost is to be borne equally by the Parties hereto. In
the event the Parties fail to agree on a mediator, or mediation is unsuccessful
in resolving the claim or controversy within one (1) month after the
commencement of mediation, such claim or controversy shall be resolved by
litigation in the competent court.
14. Miscellaneous.
14.1 Continuing Obligations. The obligations in this
Agreement will continue in the event that the Key Employee is hired, renders
services to or for the benefit of or is otherwise retained at any time by any
present or future Affiliates of the Company. Any reference to the Company in
this Agreement will include such Affiliates. Upon the expiration or termination
for any reason whatsoever of this Agreement, the Key Employee shall forthwith
resign from any employment of office with an Affiliate of the Company unless the
board of directors of the Company requests otherwise.
14.2 Notification. The Key Employee hereby authorizes the Company to notify
his/her actual or future employers of the terms of this Agreement and his/her
responsibilities hereunder.
14.3 Name and Likeness Rights. The Key Employee hereby authorizes the Company to
use, reuse, and to grant others the right to use and reuse, his/her name,
photograph, likeness (including caricature), voice, and biographical
information, and any reproduction or simulation thereof, in any media now known
or hereafter developed (including but not limited to film, video and digital or
other electronic media), both during and after his/her employment, for whatever
purposes the Company deems necessary.
14.4 Injunctive Relief. The Key Employee understands that in the event of a
breach or threatened breach of this Agreement by him, the Company may suffer
irreparable harm and will therefore be entitled to injunctive relief to enforce
this Agreement.
14.5 Legal Fees. In any dispute arising under or in connection with this
Agreement, the prevailing party shall be entitled to recover reasonable
attorney's fees.
14.6 Entire Agreement. This Agreement, including the exhibits attached hereto,
is intended to be the final, complete, and exclusive statement regarding their
subject matter, except for other agreements specifically referenced herein.
Unless otherwise specifically provided for herein, this Agreement supersedes all
other prior and contemporaneous agreements and statements pertaining to this
subject matter, and may not be contradicted by evidence of any prior or
contemporaneous statements or agreements. To the extent that the practices,
policies, or procedures of the Company, now or in the future, apply to the Key
Employee and are inconsistent with the terms of this Agreement, the provisions
of this Agreement shall control.
14.7 Amendments, Renewals and Waivers. This Agreement may not be modified,
amended, renewed or terminated except by an instrument in writing, signed by the
Key Employee and by a duly authorized representative of the Company other than
the Key Employee. No failure to exercise and no delay in exercising any right,
remedy, or power under this Agreement shall operate as a waiver thereof, nor
shall any single or partial exercise of any right, remedy, or power under this
Agreement preclude any other or further exercise thereof, or the exercise of any
other right, remedy, or power provided herein or by law or in equity.
14.8 Assignment; Successors and Assigns. The Key Employee agrees that he will
not assign, sell, transfer, delegate or otherwise dispose of, whether
voluntarily or involuntarily, or by operation of law, any rights or obligations
under this Agreement, nor shall the Key Employee's rights be subject to
encumbrance or the claims of creditors. Any purported assignment, transfer, or
delegation shall be null and void. Nothing in this Agreement shall prevent the
consolidation of the Company with, or its merger into, any other corporation, or
the sale by the Company of all or substantially all of its properties or assets,
or the assignment by the Company of this Agreement and the performance of its
obligations hereunder to any successor in interest. In the event of a change in
ownership or control of the Company, the terms of this Agreement will remain in
effect and shall be binding upon any successor in interest. Notwithstanding and
subject to the foregoing, this Agreement shall be binding upon and shall inure
to the benefit of the Parties and their respective heirs, legal representatives,
successors, and permitted assigns, and shall not benefit any person or entity
other than those enumerated above.
14.9 Notices. All notices and other communications given or made pursuant hereto
shall be in writing and shall be deemed to have been duly given or made as of
the date delivered or mailed if delivered personally or by nationally recognized
courier or mailed by registered mail (postage prepaid, return receipt requested)
or by telecopy to the Parties at the following addresses (or at such other
address for a party as shall be specified by like notice, except that notices of
changes of address shall be effective upon receipt):
To: Asia Automotive Acquisition Corporation
Contact Address: 199 Pierce Street, Suite 202,Birmingham,
Michigan, 480009, USA
Attention: Rudy Wilson
Facsimile Number: 248-203-9950
To: Key Employees
Contact Address: Hunan TX Enterprise Co., Ltd.
Jiangbei Village, Changsha County, 410135, PRC
Attention: Peng Weiwu
Facsimile Number: 86-731-6290047
14.10 Waiver of Immunity. To the extent that any Party (including its assignees
of any such rights or obligations hereunder) may be entitled, in any
jurisdiction, to claim for itself (or himself or herself) or its revenues or
assets or properties, immunity from service of process, suit, the jurisdiction
of any court, an interlocutory order or injunction or the enforcement of the
same against its property in such court, attachment prior to judgment,
attachment in aid of execution of an arbitral award or judgment (interlocutory
or final) or any other legal process, and to the extent that, in any such
jurisdiction there may be attributed such immunity (whether claimed or not),
such Party hereby irrevocably waive such immunity.
14.11 Severability; Enforcement. If any provision of this Agreement, or its
application to any person, place, or circumstance, is held by an arbitrator or a
court of competent jurisdiction to be invalid, unenforceable, or void, such
provision shall be enforced (by blue-penciling or otherwise) to the maximum
extent permissible under applicable law, and the remainder of this Agreement and
such provision as applied to other persons, places, and circumstances shall
remain in full force and effect.
14.12 Governing Law. This Agreement shall in all respects be construed and
enforced in accordance with and governed by the laws of the State of Delaware of
the United States.
14.13 Interpretation. This Agreement shall be construed as a whole, according to
its fair meaning, and not in favor of or against any party. Sections and section
headings contained in this Agreement are for reference purposes only, and shall
not affect in any manner the meaning or interpretation of this Agreement.
Whenever the context requires, references to the singular shall include the
plural and the plural the singular. References to one gender include both
genders.
14.14 Obligations Survive Termination of Employment. The Key Employee agrees
that any and all of the Key Employee's obligations under this Agreement capable
of execution after the termination of the Key Employee's employment, including
but not limited to those contained in exhibits attached hereto, shall survive
the termination of employment and the termination of this Agreement.
14.15 Language. This Agreement is written in English and Chinese languages. Both
versions shall be equally valid and binding.
14.16 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original of this Agreement, but
all of which together shall constitute one and the same instrument.
KEY EMPLOYEE ACKNOWLEDGEMENT. The Key Employee acknowledges (i) that he has
consulted with or has had the opportunity to consult with independent counsel of
his/her own choice concerning this Agreement and has been advised to do so by
the Company, and (ii) that he has read and understands the Agreement, is fully
aware of its legal effect, and has entered into it freely based on his/her own
judgment. The Key Employee hereby agrees that his/her obligations set forth in
Sections 7, 8, and 9 hereof and the definitions of Proprietary Information and
Inventions contained therein shall be equally applicable to Proprietary
Information and Inventions relating to any work performed by the Key Employee
for the Company prior to the execution of this Agreement.
The Parties have duly executed this Agreement as of the date first written
above.
COMPANY:
ASIA AUTOMOTIVE ACQUISITION CORPORATION
By: /s/ William R. Herren
William R. Herren
Chairman of the Board
By: /s/ Rudy Wilson
Rudy Wilson
Chief Executive Officer
EXHIBIT A
NAMES AND SIGNATURES OF KEY EMPLOYEES
EXHIBIT B
SHARES OF THE COMMON STOCK OF THE COMPANY TO BE RECEIVED BY EACH OF THE KEY
EMPLOYEES
EXHIBIT C
TERMINATION CERTIFICATE This is to certify that I have returned all personal
property of AAAC (the "Company") and the Relevant Parties, including, without
limitation, all source code listings, flowcharts, books, manuals, records,
models, drawings, reports, notes, contracts, lists, blueprints, and other
documents and materials, electronic data recorded or retrieved by any means,
Proprietary Information, and equipment furnished to or prepared by me in the
course of or incident to my employment with the Company, and that I did not make
or distribute any copies of the foregoing.
I further certify that I have reviewed the Key Employee Employment Agreement
(the "Agreement") signed by me and that I have complied with and will continue
to comply with all of its terms, including, without limitation, (i) the
reporting of any Inventions or any improvement, rights, or claims related to the
foregoing, conceived or developed by me and covered by the Agreement; (ii) the
preservation as confidential of all Proprietary Information pertaining to the
Company and the Relevant Parties; (iii) not participating in any business
competitive with the business of the Company; (iv) not acting as the legal
representative or an executive officer of any other company within and outside
the People's Republic of China, and (v) the reporting of any remuneration paid
to me due to any employment or self- employment during the severance period, if
any. This certificate in no way limits my responsibilities or the Company's
rights under the Agreement.
On termination of my employment with the Company, I will be employed by [name of
new employer] in the [division name] division and I will be working in
connection with the following projects:
[generally describe the projects]
Date:
Key Employee's Name (Print)
Key Employee's Signature
AMENDMENT NUMBER 1
Whereas, ASIA AUTOMOTIVE ACQUISITION CORPORATION, HUNAN TX ENTERPRISE CO., LTD.,
and all the Shareholders of HUNAN TX ENTERPRISE CO., LTD. have entered into an
Key Employees Employment Agreement as of July 24, 2007. After friendly
negotiation, all Parities hereby agree to amend the Key Employees Employment
Agreement on January 29, 2008, as follows:
In respect of Sections 1, 2, 3 and 4 inclusive the following changes are made:
1. Consideration. The Company will issue to the Key Employees in Hunan Tongxin,
4,500,000 shares of the new company. These shares will be issued unconditional
after the close of the transaction between AAAC and Hunan Tongxin. In addition,
if the company calls the 5,000,000 outstanding warrants for redemption from the
current holders of AAAC warrants (AAACW), the Company shall issue 2,000,000
shares of the Company's common stock to the Key Employees, listed on attachment
A with no consideration paid by Key Employees.
2. Term of Employment. The Company shall employ the Key Employees to render
services to the Company in the position and with the duties and responsibilities
described in Section 2 from the date of this Agreement until the business
transaction between Hunan Tongxin and AAAC has been consummated (the "Period of
Employment"), unless the Period of Employment is terminated sooner in accordance
with Section 4 or 5 below or extended upon mutual agreement of the Parties.
3. Position, Duties, Responsibilities.
3.1 Position. The Key Employees shall render services to the Company in the
position as designated by the Chief Executive Officer of the Company and shall
perform all services appropriate to that position as well as such other services
as may reasonably be assigned by the Company, including giving due consideration
to serving in HUNAN TX ENTERPRISE CO., LTD., after the consummation of the
business combination between Hunan Tongxin and AAAC. Hunan TX Enterprise Co.
will become a wholly owned subsidiary of the new Company established in the
People's Republic of China (the "PRC") ("TX China"). Each Key Employee's
principal place of employment shall be at any location in the PRC decided by the
board of directors of the Company. Each of the Key Employees shall devote
his/her best efforts and full-time attention to the performance of his/her
duties. The Key Employees shall report to the Chief Executive Officer of the
Company.
3.2 Other Activities. Except upon the prior written consent of the board of
directors of the Company, the Key Employees shall not (i) accept any other
employment (except for academic employment, position in industrial or
professional associations, non-executive director of other companies which do
not compete with the Company's business provided that such other companies or
indirectly, in any other business activity (whether or not pursued for pecuniary
advantage) that is or may be in conflict with, or that might place the Key
Employees in a conflicting position to that of the Company or (iii) act as the
legal representative or an executive officer of another company within or
outside the PRC.
3.3 Execution of TX China Employment Agreement. The Key Employees shall upon
request of the Company execute an employment agreement (the "TX China Employment
Agreement") with TX China in accordance with PRC laws and regulations, in the
form substantially identical to this Agreement except for adjustments or
alterations required to comply with the relevant laws and regulations of the
PRC.
4. Compensation. The employees listed on attachment A will continue to receive
their current salary and benefits that they currently receive. The salary and
welfare provided respectively in the TX China Employment Agreement and this
Agreement shall not be cumulative.
Except as specifically amended hereby, the provisions of the Key Employees
Employment Agreement shall continue in full force and effect and be binding on
each Party in accordance with its terms.
ASIA AUTOMOTIVE ACQUISITION CORPORATION
Authorized Representative: Authorized Representative
Title: Title:
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Name: Name:
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/s/ William R. Herren /s/ Rudy Wilson
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HUNAN TX ENTERPRISE CO., LTD.
(SEAL)
Legal Representative:
Name: Duanxiang Zhang
/s/ Duanxiang Zhang
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SHAREHOLDERS OF
HUNAN TX ENTERPRISE CO., LTD.
Authorized Representative:
/s/ Weiwu Peng
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