PACIFICNET INC. EXECUTIVE EMPLOYMENT CONTRACT

 

PacificNet Inc. (Nasdaq:PACT)

US Office: 860 Blue Gentian Road, Suite 360, Eagan, MN 55121, USA. Tel. +1 ###-###-#### Fax. +1 ###-###-####

HK Office: Unit 1702, ChinaChem Century Tower, 178 Gloucester Road, Wanchai, Hong Kong.  Tel: (852) 28762900 Fax: (852) 2793 0689

 

THIS EMPLOYMENT CONTRACT (“CONTRACT”) is made as of the 25th day of March, 2003, by and between PacificNet Inc., a company registered in the State of Delaware, USA, with its primary office located at 860 Blue Gentian Road, Suite 360, Eagan, MN 55121-1575, USA (“PacificNet” or “Company”);

and Mr. Victor Tong. (“Executive”).

WHEREAS, PacificNet desires to employ Executive, and Executive is willing to accept such employment upon the terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the premises and of the agreements hereinafter contained, the parties agree as follows:

1. Position and Duties. The Company hereby affirms its employment of Executive as its Vice President of North America Operations, Executive Director, and Company Secretary, to perform the duties and functions as are specified by the Company’s Articals of Incorporation and ByLaws, under the authority of the Board of Directors.

Duties include but not limited to:

l	IR/PR in North America, communication with instutional investors, retail investors, brokers, research analysts, market makers, road-shows, etc.

l	Business development in North America, business promotion, developing new customers, identifying and negotiating with potential customers in North America.

l	Corporate Compliance: keep compliance with NASDAQ, the SEC, federal and state regulatory requirements, federal/state/IRS tax compliance, social security compliance, Code of Ethics, etc.

l	Company Secretary: keeping track of all company records, board minutes, company registration records, critical corporate records and file backup, etc.

 

In addition to performing the duties and exercising the powers in connection with the business of the Company which the Board of Directors may from time to time assign to the Executive, the Executive shall further exercise the power and the business of any associated and/or subsidiary companies of the Company and/or the parent company of the Company, PacificNet Inc., 860 Blue Gentian Road, Suite 360, Eagan, MN 55121-1575, USA, as may be requested by the Board of Directors from time to time.

Executive hereby accepts such continued employment and, during the Employment Term shall perform his duties (as set forth herein) in a diligent, trustworthy, loyal, businesslike and efficient manner, all for the purpose of advancing the business of the Company and increase shareholder value.

2. Term. The commencement date of this employment CONTRACT is January 1, 2003, and shall continue on for a term of three (3) years, or until he resigns or is terminated in accordance with Section 5 of this CONTRACT.

3. Compensation. As compensation for his services, Executive shall receive the following compensation, expense reimbursement and other benefits:

 

 

 

4. Other Terms of Employment. All other conditions of employment will be in accordance with the terms and conditions outlined in the Company's Conditions of Employment Handbook.

a.

Termination Upon Notice. Executive’s employment by PacificNet may be terminated at the discretion of either the Board of Directors of the Company or Executive by means of written notice given to the other at least 90 days prior to the effective date of such termination. Executive’s employment shall terminate immediately in the event of Executive’s death or “Disability” (as defined below).

b.	Severance Pay. In the event Executive’s employment by PacificNet is terminated by PacificNet for reasons that do not constitute “Cause” (as defined below) then:

 

 

‘Change in Control’ shall mean (1) the consummation of a merger or consolidation of the Company with or into another entity or any other corporate reorganization, if more than 50% of the combined voting power of the continuing or surviving entity’s securities outstanding immediately after such merger, consolidation or other reorganization is owned by persons who were not stockholders of the Company immediately prior to such merger, consolidation or other reorganization; or (2) the sale, transfer or other disposition of all or substantially all of the Company’s assets; or (3) the consummation of transactions that result in more than 50% of the combined voting power or beneficial interests of the Company’s securities being owned by persons who are current stockholders of the Company. A transaction shall not constitute a Change of Control if its sole purpose is to change the state of the Company’s incorporation or to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction."

 

 

 

 

c.

“Cause” Defined. For purposes of this CONTRACT, “Cause” means: (i) a material violation of a specific written resolution by the majority of the Board of Directors; (ii) gross negligence or willful misconduct by Executive as to a matter which is material to PacificNet. No termination shall be for “Cause” under clauses (i) or (ii) above unless Executive shall have first received written notice from the Company’s Board of Directors advising Executive of the act or omission that constitutes Cause and, if such act or omission is capable of cure, has continued uncured for 60 days or such longer period for cure as is specified in PacificNet’s notice identifying such act or omission.

d.

“Disability” Defined. For purposes of this CONTRACT, “Disability” means that Executive shall have failed, because of illness or incapacity, to render services of the character contemplated by this CONTRACT for a period of three consecutive months and on the date of determination continues to be so disabled. The existence or nonexistence of disability shall be determined in good faith by the Board of Directors after notice in writing given to Executive at least 30 days prior to such determination. During such 30-day period, Executive shall be permitted to make a presentation to the Board of Directors for its consideration.

e.	Surrender of Records and Property. Upon termination of his employment with PacificNet, Executive shall deliver promptly to PacificNet all records, documents, letters, memoranda, notes, notebooks, reports, data, tables, calculations or copies thereof, which are the property of PacificNet.

 

 

 

7. Non-Disclosure Agreement. Executive acknowledges the interest of the Company in maintaining the confidentiality of information related to its business and shall not at any time during the Employment Term or thereafter, regardless of the reason for or circumstances of termination of employment, directly or indirectly, reveal or cause to be revealed to any person or entity the production processes, inventions, trade secrets, customers lists or other confidential business information obtained by him as a result of his employment or relationship with the Company, except when authorized in writing to do so by the Board of Directors of the Company; provided, however, that the parties acknowledge that it is not the intent of this section to include within its subject matter (i) information not proprietary to the Company, or (ii) information which is in the public domain.

 

8. Notices. All notices and other communications under this CONTRACT will be sufficient if written and sent by registered or certified mail, return receipt requested, in the case of Executive, to his residence as shown on the Company’s records, and in the case of the Company, to its registered office.

In Witness Whereof, this CONTRACT has been executed as of the date first written above.

EXECUTIVE:

Victor Tong     

Tony Tong, CEO:    /s/ Tony Tong    Date of Approval: __________

Justin Tang, Chairman of Compensation Committee:    /s/ Justin Tang    Date of Approval: __________

 

Date of Approval:  _____________________________________