{"id":39029,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/employment-agreement-chinamallusa-com-inc-and-james-chyn.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-chinamallusa-com-inc-and-james-chyn","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-chinamallusa-com-inc-and-james-chyn.html","title":{"rendered":"Employment Agreement &#8211; ChinaMallUSA.com Inc. and James Chyn"},"content":{"rendered":"<pre>                              EMPLOYMENT AGREEMENT\n                              --------------------\n\nEMPLOYMENT  AGREEMENT,  dated  as of  the  13th  day  of  September,  1999  (the\n\"Effective  Date\"),  by  and  between  ChinaMallUSA.com,   Inc.,  Inc.,  a  Utah\nCorporation  doing  business at 1 World Trade Center,  Suite 2201,  New York, NY\n10048 (the \"Company\") and James Chyn, an individual  residing at 337 Dodds Lane,\nPrinceton, NJ 08540(the \"Executive\").\n\n                                   WITNESSETH:\n\nWHEREAS,  the Company  desires to secure the services of the Executive  upon the\nterms and conditions hereinafter set forth; and\n\nWHEREAS,  the Executive desires to render services to the Company upon the terms\nand conditions hereinafter set forth.\n\nNOW, THEREFORE, the parties mutually agree as follows:\n\nSECTION 1:        EMPLOYMENT\n----------------------------\n\nThe Company  hereby  employs  Executive  and the Executive  hereby  accepts such\nemployment,  as the Vice  President,  Marketing and Business  Development of the\nCompany, subject to the terms and conditions set forth in this Agreement.\n\nSECTION 2:        DUTIES\n------------------------\n\nThe  Executive  shall  serve  as the  Vice  President,  Marketing  and  Business\nDevelopment and shall (i) perform the services and functions  required by and\/or\nrelating to such office and  position and (ii) perform any and all duties as may\nbe lawfully  assigned to him from time to time by the  Company.  If requested by\nthe  Company,  the  Executive  shall  serve  on the  Board of  Directors  or any\ncommittee  thereof  without  additional  compensation.  During  the term of this\nAgreement,  the  Executive  shall  devote  all  of  his  business  time  to  the\nperformance of his duties hereunder unless otherwise authorized by the Company.\n\nSECTION 3:        TERM OF EMPLOYMENT\n------------------------------------\n\nThe term of the Executive's  employment shall be for a period of Thirty Six (36)\nmonths  (the  \"Term\")  commencing  on the  Effective  Date,  subject  to earlier\ntermination  by the parties  pursuant  to Sections 5 and 6 hereof The  Executive\nshall be entitled to Four (4) weeks of vacation during each year of the Term.\n\nSECTION 4:        COMPENSATION OF EXECUTIVE.\n--------------------------------------------\n\n4.1)     SALARY.  The  Company  shall  pay to  Executive  a base  salary  of Two\n         Thousand  Five  Hundred  Dollars  ($2,500) per month for the first four\n         months of the Term;  Five Thousand  dollars  ($5,000) per month for the\n         following twelve months of the Term; and Ten Thousand dollars ($10,000)\n         per  month for the  remaining  twenty  months of the Term.  At any time\n         during the Term of this Agreement,  the base salary may be increased if\n         so\n\n\n\n         determined  by and at the sole  option  of the  Company.  All  salaries\n         payable to Executive shall be paid at such regular weekly,  biweekly or\n         semi-monthly  time or times as the Company makes payment of its payroll\n         in the regular course of business.\n\n4.2)     PERFORMANCE BONUS. During each year of the term, the Executive shall be\n         entitled to receive a performance bonus (the \"Performance Bonus\") based\n         upon  the  Company's   financial   performance   and  the   Executive's\n         performance  of his  duties as  determined  by the  Company's  Board of\n         Directors (or the Compensation Committee thereof).\n\n4.3)     STOCK  OPTIONS.  Upon the  execution of this  Agreement,  the Executive\n         shall  receive  options  to  purchase a total of Two  Hundred  Thousand\n         (200,000)  shares of the Company's Common Stock at an exercise price of\n         ninety cents ($0.90) per share,  which shall be exercisable and subject\n         to the terms and  conditions of any Option  Agreement  that the Company\n         requires  its  executives  or  employees  to  execute.  So  long as the\n         Executive  continues  to remain  in the  employ  of the  Company,  such\n         options  shall  vest  as  follows:  60,000  options  shall  vest on the\n         Effective  date of this  agreement;  70,000  options  shall vest on the\n         first  anniversary date of this agreement and 70,000 options shall vest\n         on the second anniversary date of this agreement.\n\n4.4)     EXPENSES.  During the Term,  the Company shall  reimburse the Executive\n         for all reasonable  and necessary  travel,  entertainment  expenses and\n         other disbursements incurred by the Executive on behalf of the Company,\n         and  in  performance  of the  Executive's  duties  hereunder.  However,\n         Execution shall obtain and receive prior approval for such expenses and\n         disbursements by the Executive's supervisor.\n\n4.5)     BENEFITS.   The  Executive  shall  be  permitted  during  the  Term  to\n         participate  in any  hospitalization  or  disability  insurance  plans,\n         health  programs,  pension plans,  bonus plans,  stock plans or similar\n         benefits that may be generally available to all other executives of the\n         Company to the extent the Executive is eligible under the terms of such\n         plans or programs.  The Company  agrees to provide the Executive with a\n         paid health insurance plan comparable to insurance  coverage granted to\n         the other Company  Executives.  In the event that the Executive  elects\n         not to be covered by the benefit  plans  provided by the Company to its\n         other  executives,  the Company  shall pay to the  Executive  an amount\n         equal to the amount  the  Company  would  have paid on the  Executive's\n         behalf for such benefits, less customary withholding.\n\nSECTION 5:        DISABILITY OF THE EXECUTIVE\n---------------------------------------------\n\nIf the Executive is incapacitated or disabled by accident, sickness or otherwise\nso as to render the Executive mentally or physically incapable of performing the\nservices  required to be performed  under this  Agreement  for a period of Sixty\n(60)  consecutive  days,  or for a period of One Hundred  and Eighty  (180) days\nduring any period of Three  Hundred and Sixty (360) days (a  \"Disability\"),  the\nCompany may, at the time or any time  thereafter,  at its option,  terminate the\nemployment of the Executive  under this  Agreement  immediately  upon giving the\nExecutive written notice to that effect. This contract shall then be deemed null\nand void and the Company shall be released of all its obligations hereunder.\n\n                                      -2-\n\n\n\nSECTION 6:        TERMINATION\n-----------------------------\n\na)       The Company may  terminate  the  employment of the Executive and all of\n         the Company's  obligations  under this  Agreement at any time for Cause\n         (as  hereinafter  defined)  by  giving  the  Executive  notice  of such\n         termination, with reasonable specificity of the details thereof \"Cause\"\n         shall mean (i) the  Executive's  misconduct  that could  reasonably  be\n         expected to have a material  adverse effect on the business and affairs\n         of the Company,  (ii) the Executive's  disregard of lawful instructions\n         of the Company's  Board of Directors or its  president\/chief  executive\n         officer,  or neglect of duties or failure to act,  which, in each case,\n         could  reasonably be expected to have a material  adverse effect on the\n         business  and  affairs  of the  Company,  (iii) the  commission  by the\n         Executive  of an act  constituting  common law fraud,  or a felony,  or\n         criminal act against the Company or any affiliate thereof or any of the\n         assets of any of them, (iv) the  Executive's  material breach of any of\n         the agreements contained herein provided Executive shall have the right\n         to cure such breach  during the Sixty (60) day period  after  receiving\n         written  notice  of  such  breach  or  (v)  the  Executive's  death  or\n         resignation  hereinunder.  A termination  pursuant to Section  6(a)(i),\n         (ii)  shall  take  effect  Ten (10) days after the giving of the notice\n         contemplated  hereby  unless the  Executive  shall,  during such 10-day\n         period, remedy to the reasonable satisfaction of the Board of Directors\n         of the Company the misconduct,  disregard, abuse or breach specified in\n         such notice; provided, however, that such termination shall take effect\n         immediately upon the giving of such notice if the Board of Directors of\n         the Company shall,  in its sole  discretion,  have determined that such\n         misconduct,  disregard,  abuse  or  breach  is  not  remediable  (which\n         determination  shall be stated in such notice). A termination  pursuant\n         to Section  6(a)(iii) shall take effect  immediately upon the giving of\n         the notice contemplated hereby.\n\nb)       The Company  may at its sole option  terminate  the  employment  of the\n         Executive and all of the  Company's  obligations  under this  Agreement\n         (except as  hereinafter  provided)  at any time during the Term without\n         Cause  provided  that the  Executive is given a written  notice of such\n         termination.  The  termination  shall be  effective  Thirty  (30)  days\n         following  the giving of such written  notice.  This right to terminate\n         can be  exercised  at any  time  by the  Company.  For  convenience  of\n         reference,  the date  upon  which  any  termination  of this  Agreement\n         pursuant  to Sections 5 or 6 is  effective  shall be referred to as the\n         \"Termination Date\".\n\nSECTION 7:        EFFECT OF TERMINATION OF EMPLOYMENT\n-----------------------------------------------------\n\na)       Upon the termination of the Executive's  employment for Cause,  neither\n         the Executive nor the  Executive's  beneficiaries  or estate shall have\n         any  further  rights  under this  Agreement  or any claims  against the\n         Company arising out of this Agreement,  except the right to receive (i)\n         the unpaid  portion of the Base  Salary  provided  for in Section  4.1,\n         computed  on a pro rata  basis to the  Termination  Date  (the  \"Unpaid\n         Salary  Amount\"),  (ii)  reimbursement  for any  expenses for which the\n         Executive shall not have  theretofore  been  reimbursed,  (the \"Expense\n         Reimbursement  Amount\") and (iii) unpaid  amounts owed to the Executive\n         for accrued and unused vacation days through the Termination  Date (the\n         \"Vacation Amount\").\n\n                                      -3-\n\n\nb)       Upon the termination of the Executive's employment for other than Cause\n         including without Cause, or for a Disability, neither the Executive nor\n         the Executive's  beneficiaries  or estate shall have any further rights\n         under this Agreement or any claims  against the Company  arising out of\n         this  Agreement,  except  the right to receive  (i) the  Unpaid  Salary\n         Amount as defined in (a) above, (ii) the Expense  Reimbursement  Amount\n         as defined in (a) above,  (iii) the  Vacation  Amount as defined in (a)\n         above and (iv)  severance  compensation  equal to the Base  Salary  for\n         Twelve (12) months, 50% of which is payable on the Termination Date and\n         50% of which is payable in equal monthly installments during the period\n         commencing   thirty  (30)  days  following  the  Termination  Date  and\n         continuing for a period of six months thereafter.\n\nc)       In the event of an early  termination  of this  Agreement,  all options\n         granted to the  Executive  that have been vested  pursuant to Section 4\n         shall be exercisable in accordance with the standard  Option  Agreement\n         that the Company  requires its  executives and employees to execute and\n         shall be  deemed  null and void if they are not  exercised  within  the\n         period  provided in the Option  Agreement or one year (1)  whichever is\n         later,  along  with any and all  unvested  portion of the  options  and\n         Company's obligations under Section 4 shall terminate.\n\nSECTION 8:        DISCLOSURE OF CONFIDENTIAL INFORMATION\n--------------------------------------------------------\n\nExecutive  recognizes that he has had and will continue to have access to secret\nand confidential information regarding the Company, including but not limited to\nits  customer  list,   products,   know-how,   and  business  plans.   Executive\nacknowledges  that such  information is of great value,  to the Company,  is the\nsole  property  of the  Company,  and has been and  will be  acquired  by him in\nconfidence.  In  consideration  of the  obligations  undertaken  by the  Company\nherein,  Executive  will  not,  at any  time,  during  or after  his  employment\nhereunder, reveal, divulge or make known to any person, any information acquired\nby  Executive  during  the  course  of  his  employment,  which  is  treated  as\nconfidential  by the Company.  The  provisions  of this Section 8 shall  survive\nExecutive's employment hereunder.\n\nSECTION 9:        COVENANT NOT TO COMPETE\n-----------------------------------------\n\na)       Executive recognizes that the services to be performed by him hereunder\n         are special,  unique and extraordinary.  The parties confirm that it is\n         reasonably  necessary  for the  protection  of Company  that  Executive\n         agree, and accordingly, Executive does hereby agree, that he shall not,\n         directly or  indirectly,  at any time during the term of the  Agreement\n         and the \"Restricted  Period\",  as defined in Section 9(e) below, employ\n         or  engage,  or cause  or  authorize,  directly  or  indirectly,  to be\n         employed  or engaged,  for or on behalf of himself or any third  party,\n         any employee or agent of Company or any affiliate thereof.\n\nb)       Executive hereby agrees that he will not,  directly or indirectly,  for\n         or on behalf of himself or any third party, at any time during the term\n         of  the  Agreement  and  during  the  Restricted  Period,  solicit  any\n         customers of the Company or any affiliate thereof.\n\n                                      -4-\n\n\nc)       If any of the restrictions  contained in this Section 9 shall be deemed\n         to be unenforceable  by reason of the extent,  duration or geographical\n         scope thereof,  or otherwise, then the court making such  determination\n         shall  have the right to reduce  such  extent,  duration,  geographical\n         scope, or other provisions hereof, and in its reduced form this Section\n         shall then be enforceable in the manner contemplated hereby.\n\nd)       This Section 9 shall not be construed to prevent Executive from owning,\n         directly or indirectly,  in the aggregate, an amount not exceeding five\n         percent (5%) of the issued and  outstanding  voting  securities  of any\n         class of any company whose voting capital stock is traded on a national\n         securities  exchange  or on  the  over-the-counter  market  other  than\n         securities of the Company.\n\ne)       The term \"Restricted Period,\" as used in this Section 9, shall mean the\n         period of  Executive's  actual  employment  hereunder  plus twelve (12)\n         months after the Termination Date.\n\nf)       The  provisions  of this Section 9 shall survive the end of the Term as\n         provided in Section 9(e) hereof.\n\nSECTION 10:       MISCELLANEOUS\n-------------------------------\n\n10.1)    INJUNCTIVE  RELIEF.  Executive  acknowledges  that the  services  to be\n         rendered  under the  provisions  of this  Agreement  are of a  special,\n         unique and  extraordinary  character  and that it would be difficult or\n         impossible to replace such services. Accordingly, Executive agrees that\n         any  breach  or  threatened  breach by him of  Sections  8 or 9 of this\n         Agreement  shall  entitle  Company,  in  addition  to all  other  legal\n         remedies   available  to  it,  to  apply  to  any  court  of  competent\n         jurisdiction to seek to enjoin such breach or threatened breach.\n\n         The parties  understand and intend that each  restriction  agreed to by\n         Executive  hereinabove  shall be construed as separable  and  divisible\n         from  every  other  restriction,   that  the  unenforceability  of  any\n         restriction shall not limit the enforceability, in whole or in part, of\n         any other restriction, and that one or more or all of such restrictions\n         may be enforced in whole or in part as the  circumstances  warrant.  In\n         the event that any  restriction in this  Agreement is more  restrictive\n         than  permitted  by law in the  jurisdiction  in  which  Company  seeks\n         enforcement  thereof,  such restriction  shall be limited to the extent\n         permitted by law.\n\n10.2)    ASSIGNMENTS.  Neither  Executive nor the Company may assign or delegate\n         any of their rights or duties under this Agreement  without the express\n         written consent of the other.\n\n10.3)    ENTIRE AGREEMENT.  This Agreement constitutes and embodies the full and\n         complete  understanding  and  agreement  of the parties with respect to\n         Executive's employment by Company,  supersedes all prior understandings\n         and agreements, whether oral or written, between Executive and Company,\n         and shall not be amended,  modified or changed  except by an instrument\n         in writing  executed  by the party to be  charged.  The  invalidity  or\n         partial  invalidity of one or more  provisions of this Agreement  shall\n         not  invalidate  any other  provision of this  Agreement.  No waiver by\n         either party of any  provision  or  condition to\n\n                                      -5-\n\n\n         be  performed  shall be  deemed  a  waiver  of  similar  or  dissimilar\n         provisions  or  conditions  at the same time or any prior or subsequent\n         time.\n\n10.4)    BINDING  EFFECT.  This  Agreement  shall  inure to the  benefit  of, be\n         binding  upon and  enforceable  against,  the parties  hereto and their\n         respective successors, heirs, beneficiaries and permitted assigns.\n\n10.5)    HEADINGS.  The headings contained in this Agreement are for convenience\n         of  reference  only and shall  not  affect  in any way the  meaning  or\n         interpretation of this Agreement.\n\n10.6)    NOTICES.  All  notices,  requests,  demands  and  other  communications\n         required or  permitted  to be given  hereunder  shall be in writing and\n         shall be deemed to have been duly given when personally delivered, sent\n         by registered or certified  mail,  return  receipt  requested,  postage\n         prepaid,  or by private  overnight mail service (e. g. Federal Express)\n         to the party at the address set forth above or to such other address as\n         either  party  may  hereafter  give  notice of in  accordance  with the\n         provisions  hereof.  Notices shall be deemed given on the sooner of the\n         dates actually received or the third business day after sending.\n\n10.7)    GOVERNING  LAW.  This  Agreement  shall be governed by and construed in\n         accordance  with the  laws of the  State  of [New  York]without  giving\n         effect to such  State's  conflicts of laws  provisions  and each of the\n         parties hereto  irrevocably  consents to the  jurisdiction and venue of\n         the federal and state courts  located in the State of New York,  County\n         of New York.\n\n10.8)    COUNTERPARTS.  This Agreement may be executed  simultaneously in two or\n         more counterparts,  each of which shall be deemed an original,  but all\n         of which together shall constitute one of the same instrument.\n\nIN WITNESS  WHEREOF,  the parties  hereto have executed this Agreement as of the\ndate set forth above.\n\n                                               CHINAMALL, INC.\n\n\n                                               By:  \/s\/ Max P. Chen\n                                                  ------------------------------\n                                                  Name:  Max P. Chen\n                                                  Title: Chief Executive Officer\n\n                                               By:   \/s\/ James Chyn\n                                                  ------------------------------\n                                                  Name:  James Chyn\n\n                                      -6-\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7084],"corporate_contracts_industries":[9513],"corporate_contracts_types":[9539,9544],"class_list":["post-39029","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-chinamallusacom-inc","corporate_contracts_industries-technology__software","corporate_contracts_types-compensation","corporate_contracts_types-compensation__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/39029","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=39029"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39029"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39029"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39029"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}