Amended and Restated Employment Agreement, dated as of December 31, 2024, between Hartford Creative Group, Inc. and Sheng-Yih Chang

Exhibit 10.1

AMENDED AND RESTATED

EXECUTIVE EMPLOYMENT AGREEMENT

Chief Executive Officer

THIS AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into this 31st day of December, 2024 (“Effective Date”), between HARTFORD CREATIVE GROUP, INC., a Nevada corporation, whose address is 8832 Glendon Way, Rosemead, CA 91770, (the “Company”), and SHENG-YIH CHANG (“Chang”). The Company and Chang shall be referred to individually as a “Party” and collectively as the “Parties.”

WHEREAS, the Company and Chang are parties to an Employment Agreement, dated April 1, 2024 (the “Prior Employment Agreement”), pursuant to which Chang has been employed as the Chief Executive Officer (the “CEO”) of the Company;

WHEREAS, the Parties desire to enter into this Agreement to update and clarify the terms of Chang’s continued employment with the Company; and

WHEREAS, the Parties intend this Agreement to replace and supersede the Prior Employment Agreement in all respects as of the Effective Date.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

3.1 Termination of Employment. Under this Agreement, (a) the Company may terminate Chang’s employment hereunder for any reason during the Term with or without written notice and (b) Chang may voluntarily terminate his employment hereunder for any reason during the Term upon not less than 60 days’ written notice to the Company (the date on which Chang’s employment terminates for any reason is herein referred to as the “Termination Date”). In the event of Chang’s resignation, his Termination Date shall be the date on which he is no longer employed, not the date on which he gives written notice. Upon the termination of Chang’s employment with the Company for any reason, Chang shall be entitled to (x) his salary, less applicable taxes and withholdings, as set forth in Section 2.1 that is accrued and payable through the Termination Date; and (y) any and all benefits accrued through the Termination Date. Chang shall have no further rights under this Agreement or otherwise be entitled to receive any other compensation or benefits after the Termination Date, except as provided under Section 3.2 below.

3.2 Termination without Cause. In the event that the Company terminates Chang’s employment without Cause, as defined below, following Chang entering into (and if applicable, not revoking) a separation and general release agreement in a form determined by the Company, Chang shall be entitled to begin to receive the following payments within sixty (60) days of his Termination Date: (a) his salary, less applicable taxes and withholdings, as set forth in Section 2.1 for a period of one (1) year following the Termination Date; and (b) in the event that Chang and Chang’s dependents are eligible for and timely elect health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or such related state law (“COBRA”), a monthly cash payment equal to the monthly premium costs for the COBRA continuation coverage at the rate of the Company’s normal contribution for active employees at Chang’s coverage level as in effect immediately prior to the Termination Date for the period starting on Chang’s Termination Date and ending on the earliest of (i) the one (1) year anniversary of the Termination Date, (ii) Chang (or Chang’s dependents) becoming eligible for health benefits from a subsequent employer or (iii) Chang (or Chang’s dependents) otherwise becoming ineligible for COBRA continuation coverage; provided that such COBRA payments do not result in a violation of applicable law by, or in the imposition of penalties, fines, or excise taxes to, the Company ((a) and (b) herein, the “Severance Payments”); provided, that no installment or portion of the Severance Payments shall be payable or paid until the expiration of any applicable revocation period for the General Release. Chang shall have no further rights under this Agreement or otherwise be entitled to receive any other compensation or benefits after the Termination Date, except for the Accrued Obligations and as otherwise required by applicable law.

“Cause” shall be defined as, when applied to the termination of Chang’s employment, as reasonably determined by the Company in its sole discretion:

4 Confidentiality.

5 General Considerations.

The Parties shall be entitled to conduct adequate and reasonable discovery in accordance with the AAA Rules. The arbitrator has the authority to resolve all discovery disputes and limit the form and amount of discovery to that reasonably necessary to arbitrate the dispute or claim presented.

Except as expressly set forth below, the foregoing shall apply to the following “Covered Disputes”: (i) all disputes and claims of any nature that Chang may have against the Company (and/or against the Company’s parents, subsidiaries, predecessors, successors, related companies, and/or affiliates; each of the foregoing’s owners, directors, officers, executives, shareholders, partners, managing agents, employees, insurers, successors, predecessors, contractors, members/stockholders, representatives, benefit plan fiduciaries, and assigns; and any entities or individuals alleged to be joint employers with the Company), including any and all statutory, contractual, and common law claims unless prohibited by applicable law; (ii) all disputes and claims of any nature that the Company may have against Chang; (iii) all disputes and claims related to any breach of this Agreement; (iv) all disputes and claims concerning the validity and/or enforceability of the Agreement; and (v) all disputes concerning the validity, enforceability, or the applicability of this Section 5.6 to any dispute or claim. The term “Covered Disputes” does not include, and this Section 5.6 does not apply to: (a) claims seeking unemployment insurance benefits, state disability insurance benefits, or workers’ compensation benefits, except that claims for retaliation pursuant to these laws shall be subject to arbitration under this Section 5.6; (b) claims for benefits under ERISA, which must be resolved in accordance with the terms and procedures set forth in the applicable plan documents; (c) Sarbanes-Oxley Act, Consumer Financial Protection Bureau, and Commodity Futures Trading Commission whistleblower claims; or (d) any other claims that are not permitted to be subject to a pre-dispute arbitration agreement under applicable federal law and/or federal regulation.

The arbitrator shall have the exclusive power to rule on his or her own jurisdiction, including any objections with respect to the existence, scope, or validity of this Section 5.6 and/or to the arbitrability of any claim or counterclaim.

Nothing in this Section 5.6 affects Chang’s right to file a charge with, make a complaint to, or participate in an investigation or other proceeding of the Equal Employment Opportunity Commission (or any similar state or local bodies), the National Labor Relations Board, or any other administrative, law enforcement, or regulatory body. Notwithstanding the foregoing, Chang may seek monetary relief with respect to a dispute or claim covered by this Section 5.6 only through an arbitration conducted pursuant to this Section 5.6.

Either Party may bring an action in any court of competent jurisdiction to compel arbitration under this Section 5.6 and to enforce an arbitration award.

To the extent permitted by law, Chang and the Company waive any right or authority to have any Covered Disputes heard as a class, collective, or representative action. Chang and the Company must bring any Covered Dispute in an individual capacity, and not as a plaintiff, “opt-in”, or class member in any purported class, collective, or representative proceeding. The arbitrator may not join or adjudicate the claims or interests of any other person or employee in the arbitration proceeding, nor may the arbitrator otherwise order any consolidation of actions or arbitrations or any class, collective, or representative arbitration.

Chang and the Company agree that the resolution of Covered Disputes likely would involve information that each considers to be sensitive, personal, confidential, and/or proprietary and that Chang and the Company intend to resolve the Covered Disputes in a non-public forum. Accordingly, except as provided by Section 4.3, Chang and the Company agree that all information regarding the Covered Dispute or arbitration proceedings, including the arbitration award, will not be disclosed by Chang, the Company, any arbitrator, or the AAA to any third party without the written consent of both Chang and the Company, except as necessary to comply with a subpoena, court order or other legal requirement, to prosecute or to defend a claim, to enforce an arbitration award, or to meet a reasonable business need of the Company. To the extent that either Party files any suit, complaint, or proceeding with any court or other public forum with respect to a Covered Dispute (including, but not limited to, proceedings to challenge the arbitrability of a matter, to compel arbitration or to enforce an arbitration award or for injunctive relief pending arbitration), such Party shall take all measures and use best efforts to file such complaint or proceeding under seal or in other manner designed to protect the confidentiality of the Covered Dispute to the maximum extent possible.

Notwithstanding the foregoing, Chang and/or the Company may seek any injunctive relief (including without limitation temporary and preliminary injunctive relief) necessary in order to maintain (or restore) the status quo and/or to prevent the possibility of irreversible or irreparable harm during the pendency of any arbitration.

In the event there is any conflict between this Section 5.6 and any provisions in the Prior Employment Agreement providing for arbitration, the provisions of this Section shall supersede and govern.

Any such notice shall be deemed given as of the date as personally delivered, sent by fax or e-mail, or mailed, if mailed by certified or registered mail, return receipt requested, or sent by Fed Ex, overnight mail, or a similar service. If otherwise mailed, the notice shall be deemed given as of the earlier of the seventh business day after mailing or actual receipt.

IN WITNESS, the Parties have executed this Agreement as the day and year first written above: