Filed
Pursuant to Rule 424(b)(3)
File
Number 333-146851
PROSPECTUS
SUPPLEMENT NO. 1
to
Prospectus dated February 7, 2008
(Registration
No. 333-146851)
CHINA
ARCHITECTURAL ENGINEERING, INC.
This
Prospectus Supplement No. 1 supplements our Prospectus dated February
7, 2008.
The securities that are the subject of the Prospectus have been registered
to
permit their resale to the public by the selling security holders named
in the
Prospectus. We are not selling any securities in this offering and therefore
will not receive any proceeds from this offering. You should read this
Prospectus Supplement No. 1 together with the Prospectus.
This
Prospectus Supplement No. 1 includes the attached reports, as set forth
below,
as filed by us with the Securities and Exchange Commission (the “SEC"): (i)
Certain portions of the Current Report on Form 8-K filed with the SEC
on March
7, 2008 and (ii) the Current Report on Form 8-K filed with the SEC on
March 14,
2008.
Our
common stock is traded on the American Stock Exchange under the symbol
“RCH.”
NEITHER
THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION
HAS
APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY
OR
ADEQUACY OF THIS PROSPECTUS SUPPLEMENT. ANY REPRESENTATION TO THE CONTRARY
IS A
CRIMINAL OFFENSE.
The
date
of this Prospectus Supplement No. 1 is March 18, 2008.
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) of the
SECURITIES
EXCHANGE ACT OF 1934
Date
of
Report (Date of Earliest Event Reported): March 3, 2008
CHINA
ARCHITECTURAL ENGINEERING, INC.
(Exact
Name of Registrant as Specified in Charter)
|
Delaware
|
001-33709
|
51-05021250
|
|
(State
or other jurisdiction
|
(Commission
|
(IRS
Employer
|
|
of
incorporation)
|
File
Number)
|
Identification
No.)
|
|
105
Baishi Road, Jiuzhou West Avenue, Zhuhai 519070
People’s
Republic of China
|
N/A
|
|
(Address
of principal executive offices)
|
(Zip
code)
|
|
|
|
|
Registrant’s
telephone number, including area code:
|
0086-756-8538908
|
N/A
(Former
Name or Former Address, If Changed Since Last Report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
|
o
|
Written
communications pursuant to Rule 425 under the Securities Act
(17 CFR
230.425)
|
|
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17
CFR
240.14a-12)
|
|
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
|
|
o
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange
Act
(17 CFR 240.13e-4(c))
|
|
ITEM
5.02.
|
DEPARTURE
OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF
PRINCIPAL OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS.
|
On
March
3, 2008, the Board of Directors of China Architectural Engineering, Inc.
(the
“Company”) appointed Xinyue Jasmine Geffner as its Chief Financial Officer. Ms.
Geffner replaces Wang Xin as Chief Financial Officer of the Company,
who has
taken the position of Financial Controller of China operations of the
Company.
Also on March 3, 2008, the Board of Directors appointed Charles John
Anderson as
the President of a subsidiary of the Company that will be incorporated
in the
United States and which will manage the Company’s operations in the United
States.
Ms.
Geffner, 35, has experience in the investment and commercial banking
industry
covering a variety of sectors and has advised companies in Mainland China
and
the Americas region on mergers and acquisitions, capital raising, and
other
financing activities. From March 2005 to March 2008, Ms. Geffner headed
the
China Desk for HSBC Bank USA in the Americas region, where she lead a
team
responsible for development and promotion of cross-border business activities,
such as mergers and acquisitions and capital raising, between companies
in China
and the Americas. From August 2004 to February 2005, Ms. Geffner served
as Vice
President of the Consumer and Retail Group of HSBC Bank USA. In July
2003, Ms.
Geffner co-founded Q.P. Mortgage Banking Center, Inc. in New York, a
provider of
residential and commercial mortgage products. She served as Co-President
of Q.P.
Mortgage Banking Center, Inc. until August 2004. From August 1999 to
June 2003,
Ms. Geffner worked in the Investment Banking Group of Dresdner Kleinwort
Wasserstein, which is the international investment banking arm of Dresdner
Bank.
She has also held positions as Calyon, a global bank, in addition to
Merrill
Lynch and Furman Selz (ING). Ms. Geffner is a Chartered Financial Analyst
(CFA)
and holds a Series 7 and Series 63 license from FINRA. Ms. Geffner recently
joined the Board of the Hong Kong Association of New York in 2007. Ms.
Geffner
earned her MBA from New York University’s Stern School of Business in 1997,
double majoring in Finance and Accounting, and she earned her Bachelor
of
Business Administration from City University of New York, Baruch College
in
1994.
Ms.
Geffner is not related to any of the Company’s executive officers or directors,
nor has she been party to any transaction requiring disclosure pursuant
to Item
404(a) of Regulation S-K.
Mr.
Anderson, 54, has worked in the building envelope industry for more than
33
years. His career began in 1974 and he has experience in sales, estimating,
engineering, manufacturing, testing, quality control, installation, project
management, contract administration and executive management. Prior to
joining
the Company, Mr. Anderson worked as a senior consultant for Israel Berger
&
Associates, LLC, specializing in building envelope evaluation. From 1996
to
2004, Mr. Anderson worked for Glassalum International Corporation, a
custom
curtainwall manufacturing and installation company, where he was responsible
for
coordinating engineering, manufacturing and project management activities.
While
at Glassalum International Corporation, Mr. Anderson served in various
positions, including President and Chief Operating Officer. In 1987,
Mr.
Anderson founded Building Research, Inc., which provided consulting,
testing and
inspection services from inception to 1992. Mr. Anderson also worked
for other
companies in the curtainwall and related industries, including Midwest
Curtainwalls, Inc., Ampat Group, Inc., Construction Research Laboratory,
Inc.,
and Miami Testing Laboratory, Inc.
Mr.
Anderson is not related to any of the Company’s executive officers or directors,
nor has he been party to any transaction requiring disclosure pursuant
to Item
404(a) of Regulation S-K.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
|
|
|
|
|
Date:
March
7, 2008
|
CHINA
ARCHITECTURAL ENGINEERING, INC.
|
|
|
|
|
|
By:
|
/s/
Luo
Ken Yi
|
|
|
Name:
Luo
Ken Yi
|
|
|
Title:
Chief
Executive Officer
|
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
__________________
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) of the
SECURITIES
EXCHANGE ACT OF 1934
Date
of
Report (Date of Earliest Event Reported): March 12, 2008
CHINA
ARCHITECTURAL ENGINEERING, INC.
(Exact
Name of Registrant as Specified in Charter)
|
Delaware
|
001-33709
|
51-05021250
|
|
(State
or other jurisdiction
|
(Commission
|
(IRS
Employer
|
|
of
incorporation)
|
File
Number)
|
Identification
No.)
|
|
105
Baishi Road, Jiuzhou West Avenue, Zhuhai 519070
People’s
Republic of China
|
N/A
|
|
(Address
of principal executive offices)
|
(Zip
code)
|
|
|
|
|
Registrant’s
telephone number, including area code:
|
0086-756-8538908
|
|
|
|
N/A
(Former
Name or Former Address, If Changed Since Last Report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
|
o
|
Written
communications pursuant to Rule 425 under the Securities Act
(17 CFR
230.425)
|
|
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17
CFR
240.14a-12)
|
|
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
|
|
o
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange
Act
(17 CFR 240.13e-4(c))
|
|
ITEM
5.02.
|
DEPARTURE
OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF
PRINCIPAL OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS.
|
On
March
12, 2008, China Architectural Engineering, Inc. (the “Company”) entered into an
employment agreement with Xinyue Jasmine Geffner, its Chief Financial
Officer.
On March 12, 2008, the Company also entered into an employment agreement
with
Charles John Anderson, which will be the President of a subsidiary of
the
Company that will be incorporated in the United States and which will
manage the
Company’s operations in the United States.
According
to the Ms. Geffner’s employment agreement (the “Geffner Agreement”), which has a
term of two years, Ms. Geffner will serve as the Company’s Chief Financial
Officer of the Company and receive an annual base salary equal to HK$840,000,
which is equal to approximately US$107,871. The Company also agreed to
pay Ms.
Geffner an annual housing allowance in the amount of HK$720,000, which
is equal
to approximately US$92,461, and an annual cash bonus that will be no
less than
HK$400,000, which is equal to approximately US$51,367. The Company also
agreed
to issue or have transferred to Ms. Geffner 70,000 shares of the Company’s
common stock as a bonus for entering into the Geffner Agreement. Ms.
Geffner
will also receive an additional 70,000 shares of common stock on the
one-year
anniversary of the Geffner Agreement, in addition to being eligible to
receive
additional issuances of a minimum of 60,000 shares on each of the first
and
second anniversary of the Geffner Agreement if she has performed her
services
under the agreement to the satisfaction of the Company’s Chief Executive Officer
and the Board of Directors. Shares issued or transferred to Ms. Geffner
will be
subject to lock up restrictions for a period of twelve months. According
to the
Geffner Agreement, Ms. Geffner will also receive paid vacation, medical,
dental
and vision insurance coverage, moving expenses, and term-life insurance.
According
to the Mr. Anderson’s employment agreement (the “Anderson Agreement”), Mr.
Anderson will serve as the President of the Company’s subsidiary that will be
incorporated in the United States and handle US operations. The Anderson
Agreement has a term of five years, unless terminated earlier in accordance
with
the terms of the Anderson Agreement, and it will automatically renew
for
successive one-year periods thereafter unless either party provides 180-day
prior written notice. During the term of the Anderson Agreement, either
party
may terminate the agreement with 120-day prior written notice.
According
to the Anderson Agreement, Mr. Anderson will receive an annual base salary
of
US$190,000, in addition to a commission that will be based on all cash
received
by the Company on all sales of the Company’s goods or services made pursuant to
contracts originated primarily as the result of the efforts of Mr. Anderson
during the term of the Anderson Agreement (“Employee Sales”). Mr. Anderson will
receive a cash payment equal to one-half percent (0.50%) of Employee
Sales up to
US$20 million per annum. Mr. Anderson’s commission rate is adjusted to
one-quarter percent (0.25 %) for Employee Sales in excess of US$20 million
per
annum. Mr. Anderson will receive his commission payments in three installments,
as follows: (i) the first payment will be 50% of the total commissions
for a
contract and will be paid once the Company receives the first payment
from the
customer under such contract, provided that, however, the first payment
on each
contract cannot exceed a total of US$100,000; (ii) the second payment
will be
80% of total commissions, on a cumulative basis, of a such contract,
including
any amounts paid in the first payment, and will be paid once the Company
receives payment of at least 50% of the total payments due under such
contract;
and (iii) the third and final payment will be for the remaining 20% of
the total
commissions for such contract and will be paid once the Company receives
the
last payment from the customer under the contract.
Mr.
Anderson will also receive each year a number of shares of the Company’s common
stock that is equal to (i) twice the amount of Mr. Anderson’s total commissions
on US sales for the year
divided
by
(ii) the
closing trading price of the Company’s common stock on December 31 on such year;
provide that, however, the US sales for purposes of this calculation
will be
capped at US$50 million. All shares received by Mr. Anderson will be
subject to
a twelve-month lock up restriction. Mr. Anderson will also receive a
monthly
automobile allowance of US$1,000, in addition to reimbursement of automobile
related expenses, and he will be eligible to receive an annual bonus
at the sole
discretion of the Chief Executive Officer and Board of Directors. He
will also
receive paid vacation and reimbursement of medical health insurance.
During the
term of the Anderson Agreement and twelve months thereafter, Mr. Anderson
agreed
not to solicit clients or employees from the Company and not to compete
against
the Company in the geographic regions that the Company has operations.
A
copy of each of the Geffner Agreement and Anderson
Agreement is attached to this Form 8-K as Exhibits 10.1 and 10.2,
respectively.
|
ITEM
9.01.
|
FINANCIAL
STATEMENTS AND EXHIBITS
|
9.01
(d) Exhibits
|
Exhibit
Number
|
|
Description
|
|
10.1
|
|
Employment
Agreement dated March 12, 2008 entered into between the Company
and Xinyue
Jasmine Geffner.
|
|
10.2
|
|
Employment
Agreement dated March 12, 2008 entered into between the Company
and
Charles John Anderson.
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant
has
duly caused this report to be signed on its behalf by the undersigned
hereunto
duly authorized.
|
|
|
|
|
Date:
March
13, 2008
|
CHINA
ARCHITECTURAL ENGINEERING, INC.
|
|
|
|
|
|
By:
|
/s/ Luo
Ken
Yi
|
|
|
Name:
Luo
Ken Yi
Title:
Chief
Executive Officer
|
|
|
|
EXHIBIT
INDEX
|
Exhibit
Number
|
|
Description
|
|
10.1
|
|
Employment
Agreement dated March 12, 2008 entered into between the Company
and Xinyue
Jasmine Geffner.
|
|
10.2
|
|
Employment
Agreement dated March 12, 2008 entered into between the Company
and
Charles John Anderson.
|
THIS
SERVICE AGREEMENT
is
made
on, 12 March 2008.
PARTIES:
|
1.
|
China
Architectural Engineering, Inc.
(Ticker RCH)
of
105 Baishi Road, Jiuzhou West Avenue, Zhuhai 519070, People’s Republic of
China (the PRC), a Company incorporated in the State of Delaware,
USA
(“Company”) and currently listed on the American Stock
Exchange;
|
|
2.
|
Xin
Yue Jasmine Geffner
of
the State of New York, USA (the
“Executive”)
|
INTRODUCTION:
The
Company has agreed to employ the Executive as Chief Financial Officer (CFO)
and
the Executive has agreed to accept that employment upon and subject to the
terms
and conditions set out in this Agreement.
AGREED
TERMS:
|
1.
|
DEFINITIONS
AND INTERPRETATION
|
In
this
Agreement, unless the contrary intention appears -
"
Address
for Service
"
means
the address of each party appearing in this Agreement or such other address
as
either party may, by notice in writing to the other, nominate as its new
address
for service of notices;
"
Board
"
means
the board of directors of the Company;
"
Business
Day
"
means a
day that is not a Saturday, Sunday, public holiday or bank holiday in Hong
Kong;
"
Commencement
Date
"
means 3
March 2008;
"
Related
"
in
respect of a corporation has the same meaning as "related body
corporate";
"
Services
"
means
the services of Chief Financial Officer as generally directed by the Board
including, without limitation:
|
|
(a)
|
to
perform duties relating to all financial and accounting matters,
including
but not limited to arrange equity and debt financing for the Company,
supervise all financial and accounting personnel in parent company
and all
subsidiaries, investor relations;
and
|
|
|
(b)
|
to
provide advice to the Chief Executive Officer and the Board of
Directors
on all matters relating to financial and accounting matters of
the
Company; and
|
|
|
(c)
|
to
undertake such travel at the expense of the Company as may be necessary
for the Executive to properly perform the above duties and obligations;
and
|
|
|
(d)
|
any
and all complimentary or necessarily incidental duties and obligations
entrusted to the Executive by the Chief Executive Officer or the
Board of
Directors.
|
"
Term
"
means
the period commencing on the Commencement Date and ending on the earlier
to
occur of:
|
|
(a)
|
2
March 2010, or such later date as may be agreed upon by the Company
and
the Executive (the “Expiration Date”);
and
|
|
|
(b)
|
The
date this Agreement is terminated by either
party.
|
|
|
(c)
|
It
is not necessary for the Executive to undergo a probationary
period.
|
In
this
Agreement, unless the contrary intention appears -
|
|
(a)
|
a
reference to this Agreement or to another document includes this
Agreement
or that document as amended or
varied;
|
|
|
(b)
|
unless
otherwise stated, monetary amounts are expressed in Hong Kong
Dollars;
|
|
|
(c)
|
clause
headings and the table of contents are inserted for convenience
only and
are not to be used in interpreting this
Agreement;
|
|
|
(d)
|
references
to a statutory enactment or regulation include references to that
enactment or regulation as amended or re-enacted and include references
to
any enactment or regulation which replaces an enactment or regulation
referred to;
|
|
|
(e)
|
words
importing any gender include all other
genders;
|
|
|
(f)
|
words
importing the singular include the plural and vice
versa;
|
|
|
(g)
|
reference
to a "
party
"
is a reference to a party to this
Agreement;
|
|
|
(h)
|
reference
to an Annexure, Clause, Introduction, Item or Schedule is a reference
to
an annexure to, clause of, the introduction to, item in a schedule
to, or
a schedule to this Agreement:
|
|
|
(i)
|
reference
to a person includes a natural person, corporation, incorporated
association, statutory corporation, the Government and any other
type of
legal entity;
|
|
|
(j)
|
reference
to a body or authority is if the body or authority has ceased to
exist and
unless otherwise prescribed by law, a reference to the body or
authority
which then has substantially the same objects as that body or authority
and any reference to the Chief Executive Officer or Chairman of
a body or
authority is a reference to the senior officer or acting senior
officer
for the time being of that body or authority;
and
|
|
|
(k)
|
"
including
"
and "
includes
"
are not words of limitations.
|
If
the
time for doing any act to be done under or pursuant to this Agreement expires
on
a day other than a Business Day, the time for doing that act is extended
until
the next Business Day.
Each
party must act in good faith towards the other and use its best endeavours
to
comply with the spirit and intention of this Agreement.
|
2.
|
EMPLOYMENT
OF THE EXECUTIVE
|
|
2.1
|
The
Company employs the Executive for the Term as the Chief Financial
Officer
to provide the Services to the Company and the Executive accepts
that
employment upon and subject to the terms and conditions set out
in this
Agreement.
|
|
2.2
|
The
Company represents, warrants and covenants to the Executive that
prior to
the Company's execution of this Agreement it shall have obtained
all
necessary consents and approvals for this Agreement, including
(but not
limited to) the approval of the Company's Board of Directors and
a
majority of the independent Directors of the
Board.
|
|
3.
|
DUTIES
AND OBLIGATIONS OF THE
EXECUTIVE
|
The
Executive must throughout the Term:
|
|
(a)
|
serve
the Company as the Chief Financial
Officer;
|
|
|
(b)
|
provide
the Services to the Company;
|
|
|
(c)
|
use
her best endeavours to promote, extend and develop the business
of the
Company;
|
|
|
(d)
|
faithfully
serve the Company;
|
|
|
(e)
|
report
directly to the Chief Executive Officer;
|
|
|
(f)
|
comply
with and observe all lawful and reasonable requests, directions
and
restrictions made or imposed by the Chief Executive Officer or
the Board
of Directors.
|
The
Executive covenants and warrants with and to the Company that during the
Term
and at all times thereafter she will not divulge either directly or indirectly,
knowingly or inadvertently, any knowledge or information concerning the
business, financial affairs, property or clients of the Company or any related
corporation of the Company other than
|
|
(a)
|
information
which is in the public domain (otherwise than as a result of a
breach of
this Clause);
|
|
|
(b)
|
as
required by law; or
|
|
|
(c)
|
to
her legal or financial advisers for the purpose of obtaining professional
advice.
|
4.1
Salary
|
|
(a)
|
The
Company must pay to the Executive Hong Kong Dollars Eight Hundred
and
Forty Thousand ($840,000) per year, which is equivalent to Hong
Kong
Dollars Seventy Thousand ($70,000.00) per month which includes
in the said
Salary an amount up to Hong Kong Dollars Two Hundred and Forty
Thousand
($240,000) per year may be used by the Executive at her discretion
for her
children’s education purposes;
and
|
|
|
(b)
|
The
Company must pay housing allowance to the Executive Hong Kong Dollars
Seven Hundred and Twenty Thousand ($720,000) per year, which is
equivalent
to Hong Kong Dollars Sixty Thousand ($60,000.00) per month in addition
to
the above mentioned Salary which may be used by the Executive at
her
discretion; and
|
|
|
(c)
|
The
Company must pay salary together with the housing allowance on
1st of
every month in equal monthly instalments in advance. If the payment
day is
the same as holiday or resting day, The Company should pay at the
nearest
working day; and
|
|
|
(d)
|
The
salary and housing allowance must be paid by legal tender and instead
of
kind or value securities.
|
4.2
Shares
|
|
(a)
|
As
a signing bonus, the Company and/or its representative, must issue
to the
Executive or transfer to the Executive, at no cost to the Executive
(including as to stamp duty or taxes), seventy thousand (70,000)
Shares of
the Company at the Commencement Date;
and
|
|
|
(b)
|
The
Company and/or its representative, must issue to the Executive
or transfer
to the Executive, at no cost to the Executive (including as to
stamp duty
or taxes), seventy thousand (70,000) Shares of the Company at the
first
anniversary of the Commencement Date;
and
|
|
|
(c)
|
The
Company and/or its representative, must issue to the Executive
or transfer
to the Executive, at no cost to the Executive (including as to
stamp duty
or taxes), minimum sixty thousand (60,000) additional Shares of
the
Company at the first anniversary of the Commencement Date, provided
that
the Executive has performed her Services to the satisfaction of
the Chief
Executive Officer and the Board of Directors, including but not
limited to
contributing to the Company’s financial and operating performance,
enhancing the Company’s reputation within the investment community;
and
|
|
|
(d)
|
The
Company and/or its representative, must issue to the Executive
or transfer
to the Executive, at no cost to the Executive (including as to
stamp duty
or taxes), minimum sixty thousand (60,000) additional Shares of
the
Company at the second anniversary of the Commencement Date, provided
that
the Executive has performed her Services to the satisfaction of
the Chief
Executive Officer and the Board of Directors, including but not
limited to
contributing to the Company’s financial and operating performance,
enhancing the Company’s reputation within the investment community;
and
|
|
|
(e)
|
The
Shares shall be subject to a 12 month lock-up. All of the Shares
described
in this Agreement must be of the same type and class of shares
as are
being traded on the American Stock Exchange as of the Commencement
Date.
|
|
|
(a)
|
The
Company must pay to the Executive a cash bonus no lower than Hong
Kong
Dollars Four Hundred Thousand ($400,000) per year;
and
|
|
|
(b)
|
The
Cash Bonus shall be paid at the first and the second anniversary
of the
Commencement Date.
|
|
4.4
|
Holidays
and Vacation Days
|
|
|
(a)
|
The
Executive is entitled to all standard holidays for any typical
Hong Kong
employee per year; and
|
|
|
(b)
|
The
Executive is entitled to accrue up to twenty (20) working days’ paid
vacation per year during her Employment (plus public holidays in
Hong
Kong). The right to paid vacation will accrue pro rata during each
year of
the Employment.
|
|
|
(c)
|
On
termination of the Employment, the Executive shall be entitled
to payment
in lieu of accrued but untaken vacation on a pro rata
basis.
|
|
4.5
|
Medical,
Dental and Vision
Insurance
|
|
|
(a)
|
The
Company must, at its own expense, maintain throughout the Term
insurance,
with a reputable insurance company, which covers medical, dental
and
vision expenses including but not limited to annual check-ups for
the
Executive and her immediate family (husband and children) worldwide,
including but not limited to Hong Kong, the PRC, the United States;
and
|
|
|
(b)
|
The
Company must reimburse the Executive for any out of pocket expenses
(not
covered by the insurance) related to medical, dental and vision
needs of
the Executive and her immediate family (husband and children) worldwide.
|
|
4.6
|
Accidental
Death, Dismemberment and Travel
Insurance
|
|
|
(a)
|
The
Company must, at its own expense, maintain throughout the Term
insurance,
with a reputable insurance company, which insures against accidental
death, dismemberment and accidents that may arise out of travel
for the
Executive and her immediate family (husband and children) worldwide,
including but not limited to Hong Kong, the PRC, the United States;
and.
|
|
|
(b)
|
The
Company must reimburse the Executive for any out of pocket expenses
(not
covered by the insurance) related to the accidental death, dismemberment
and accidents that may arise out of travel by the Executive and
her
immediate family (husband and children)
worldwide.
|
The
Company must, at its own expense, maintain throughout the Term a life insurance,
with a reputable insurance company, which insures against the death of the
Executive and pays a minimum benefit of US Dollars Two Million ($2,000,000)
to
the Executive’s named beneficiaries. To the extent that such insurance
constitutes a taxable benefit to the Executive in either Hong Kong or the
U.S.,
the Company shall pay to the Executive as a “gross-up” an additional amount
sufficient to pay the Executive’s income or related taxes on the value of such
benefit.
The
Company must, at its own expense, provide the Executive an apartment in Hong
Kong until the end of July 2008. To the extent that such apartment constitutes
a
taxable benefit to the Executive in either Hong Kong or the U.S., the Company
shall pay to the Executive as a “gross-up” an additional amount sufficient to
pay the Executive’s income or related taxes on the value of such
benefit.
The
Company must reimburse the Executive all moving expenses arising out of her
and
her immediate family’s (husband and children) move from the State of New York,
USA to Hong Kong, including but not limited to air travel tickets for her
and
her immediate family, moving of furniture and other belongings. Upon the
expiration or termination of the Executive’s employment with the Company for any
reason other than a termination of her employment pursuant to Section 7.1
below,
the Company shall reimburse the Executive all moving expenses arising out
of her
and her family’s move from Hong Kong to the USA., including but not limited to
air travel tickets for her and her immediate family, moving of furniture
and
other belongings. To the extent that such reimbursement constitutes a taxable
benefit to the Executive in either Hong Kong or the U.S., the Company shall
pay
to the Executive as a “gross-up” an additional amount sufficient to pay the
Executive’s income or related taxes on the value of such benefit.
|
4.10
|
Tax,
Accounting and Legal
Expenses
|
The
Company must reimburse all tax, accounting and legal expenses, including
but not
limited to annual USA and Hong Kong personal income tax filings for the
Executive and her immediate family, accountant and legal expenses associated
with this Agreement.
To
the
extent that payment by the Company of any of the items described in Sections
4.5
through 4.10 constitutes a taxable benefit to the Executive in either Hong
Kong
or the U.S., the Company shall pay to the Executive as a “gross-up” an
additional amount sufficient to pay the Executive’s income or related taxes on
the value of such benefit(s).
|
5.
|
LOCATION,
TRAVEL
AND BUSINESS EXPENSES
|
|
5.1
|
Location
of the Executive
|
The
Company acknowledges that, throughout the Term, the Executive will be based
in
Hong Kong but will travel to the Company’s offices when
required.
|
5.2
|
Travel
and Accommodation
|
When
the
Executive undertakes pre-approval travel within the PRC and elsewhere for
the
Company, the Company must meet the full cost of that travel in accordance
with
the Company’s reimbursement policies.
The
Executive is entitled to reimbursement for reasonable and necessary business
expenses incurred in connection with the performance of the Executive’s duties
in accordance with the Company’s reimbursement policies.
|
6.
|
INSURANCE
AND INDEMNITY
|
|
6.1
|
Directors’
& Officers’ Liability
Insurance
|
The
Company must, at its own expense, maintain throughout the Term insurance,
commonly known as directors’ and officers’ liability insurance, with a reputable
insurance, in such amounts as determined by the Board of Directors.
The
Company shall indemnify and hold harmless the Executive from and against
all and
any liability incurred by the Executive in her capacity as Chief Financial
Officer of the Company to the fullest extent allowable under Delaware
law.
|
7.1
|
Termination
by the Company for Cause
|
The
Company may forthwith terminate this Agreement if the Executive at any time
-
|
|
(a)
|
commits
any act involving fraud, deceit or dishonesty in relation to her
employment with the Company;
|
|
|
(b)
|
becomes
bankrupt or commits an act of bankruptcy or suspends payment of
her debts
or compounds with or assigns her estate for the benefit of her
creditors
and such condition is not remedied within a period of no more than
sixty
(60) days after the Company provides notice of potential termination
to
the Executive;
|
|
|
(c)
|
is
convicted of any criminal offence carrying a maximum penalty of
not less
than twelve (12) months
imprisonment;
|
|
|
(d)
|
persistently
neglects the duties and responsibilities of her position with the
Company;
|
|
|
(e)
|
materially
breaches this Agreement and does not remedy the breach within fourteen
(14) Business Days of receipt of notice in writing from the Company
specifying the breach;
|
and
without prejudice to any other claim, right or remedy which the Company may
have
against the Executive.
|
7.2
|
Termination
by the Executive for Cause
|
The
Executive may forthwith terminate this Agreement if the Company at any time
-
|
|
(a)
|
is
in default of any of its agreements, duties or obligations under
this
Agreement and fails to rectify that default within fourteen (14)
Business
Days after being requested to do so by notice in writing from the
Executive;
|
|
|
(b)
|
has
a liquidator, provisional liquidator, receiver, receiver and manager
or
official manager appointed to it or has an administrator appointed
to
it;
|
|
|
(c)
|
fails
to maintain the Executive in the position of Chief Financial Officer
(or
any other position not less senior to such position);
|
|
|
(d)
|
a
material diminution in the nature or scope of the Executive’s
responsibilities, duties or authority;
|
|
|
(e)
|
relocation
of the Company’s executive offices outside of Hong Kong or relocation of
Executive away from the executive offices;
|
|
|
(f)
|
failure
of the Company to timely make any material payment or provide any
material
benefit under this Agreement, or the Company’s material reduction of any
compensation, equity or benefits that the Executive is eligible
to receive
under this Agreement which failure is not cured within five (5)
business
days after notice to the Company by the
Executive;
|
|
|
(g)
|
requires
the Executive to engage in any activities or conduct despite the
Executive
expressing in good faith the opinion that such activities or conduct
would
constitute a violation of any criminal laws, accounting standards
in
either Hong Kong or the United States, (for so long as the Company’s
shares continue to be traded on any exchange in the U.S.) any applicable
U.S. securities laws (including, but not limited to, the Sarbanes-Oxley
Act of 2002), or Section 7.1(a) above, and without prejudice to
any other
claim, right or remedy which the Executive may have against the
Company.
|
|
7.3
|
Payment
upon Termination
|
|
|
(a)
|
If
the Executive terminates this Agreement pursuant to Clause 7.2
or is
terminated by the Company under circumstances outside of Clause
7.1, the
Company must within ten (10) Business Days after the date of that
termination pay to the Executive the whole of the remuneration
of the
Executive pursuant to Clause 4 which, but for the termination of
this
Agreement, would be payable to the Executive under this Agreement
until
the Expiration Date.
|
|
|
(b)
|
The
remuneration payable to the Executive under this Section 7.3 must
include,
but is not limited to, salary, cash bonus, holidays, vacation days,
all
insurance and other reimbursements provided for in this
Agreement.
|
|
|
(c)
|
The
Shares issued pursuant to Clause 4.2 shall cease to be covered
by any
applicable lock-up immediately upon such termination.
|
The
termination of this Agreement by the Executive in accordance with the terms
of
this agreement does not affect in any way the Shares issued or transferred
to
the Executive pursuant to Clause 4.2.
|
7.5
|
Obligations
on Termination
|
On
termination of this agreement, the Executive must return to the Company all
tangible property of the Company or any Group Company including, but not
limited
to, all books, documents, papers, materials, portable telephones, computer
hardware and software, computer disks, credit or charge cards, cars, keys
and
any other property (including copies, summaries and excerpts) belonging to
or
relating to the affairs or business of the Company or any Group Company held
by
the Executive or under the Executive’s control.
|
8.
|
MODIFICATION
OF THE SERVICE AGREEMENT
|
|
|
(a)
|
If
any party wants to modify relevant clauses of this Agreement, he
or she
should inform the other party by written
form.
|
|
|
(b)
|
Relevant
clauses, which are agreed by both parties after negotiation, could
be
modified according to the
procedures.
|
|
|
(a)
|
The
parties must attempt to negotiate the terms and conditions of a
new
service agreement between the Company and the Executive to commence
immediately upon the expiration of the Term and for a term to be
agreed.
|
|
|
(b)
|
The
terms and conditions of the new service agreement referred to in
Clause
(a) must not be less favourable to the Executive than the terms
and
conditions of this Agreement.
|
|
|
(c)
|
If
the parties cannot agree on a new Service Agreement, the Agreement
will
terminate in accordance with its
terms.
|
|
10.1
|
Obligations
of the Parties
|
Each
party must maintain in confidence all confidential information relating to
the
business affairs of the other party, however that information is obtained,
and
may only disclose that information -
|
|
(a)
|
as
required by law or any applicable
stock-exchange;
|
|
|
(b)
|
for
prosecuting or defending any claim, action, proceeding or
demand;
|
|
|
(c)
|
in
confidence to that party’s professional advisers to obtain professional
advice; or
|
|
|
(d)
|
with
the prior written consent of the
other.
|
This
Agreement is for the benefit of and is binding on the parties but neither
the
rights nor the obligations of the parties under this Agreement may be
voluntarily novated or assigned, wholly or partly, to any person without
the
prior written consent of the other.
This
Agreement constitutes the entire agreement between the parties regarding
the
matters set out in it and supersedes any prior representation, understanding
or
arrangement made by the parties, whether orally or in writing. This Agreement
may not be varied other than by a later written agreement executed by the
parties.
Each
party must, and must ensure that its employees and agents will, execute all
Agreements and do all things necessary to give full effect to the arrangements
contemplated by this Agreement.
No
delay
by a party in exercising any right under this Agreement will operate as a
waiver, of that right nor will any waiver by a party of any right under this
Agreement operate as a waiver of any other right of that party, nor will
any
single or partial exercise of any right preclude any further exercise of
that or
any other right under this Agreement.
If
any
provision of this Agreement is in any way unenforceable, it is to be read
down
so as to be enforceable or, if it cannot be read down, the provision (or
where
possible, the offending party) is to be severed from this Agreement without
affecting the enforceability of the remaining provisions (or parts of those
provisions) which will continue in effect.
Expiry
or
termination of this Agreement will not affect any right accrued prior to
the
expiry or termination.
Any
notice, consent or other communication ("
notice
")
which
either party is required or wants to give to the other party must be in writing
and may be given by-
|
|
(a)
|
being
delivered to the recipient at its Address for
Service;
|
|
|
(b)
|
being
sent by facsimile transmission to the facsimile number of the recipient;
or
|
|
|
(c)
|
being
sent by prepaid ordinary mail (and by facsimile transmission) to
the
Address for Service of the recipient
party,
|
and
the
notice will be given -
|
|
(i)
|
if
delivered personally, on the date of
delivery;
|
|
|
(ii)
|
if
sent by facsimile transmission, on the date on which the sending
party’s
facsimile machine records that it has been transmitted;
or
|
|
|
(iii)
|
if
sent by prepaid ordinary mail, three (3) Business Days after
posting.
|
The
Company will pay any stamp duty payable on this Agreement or any instrument
or
transaction required by this Agreement.
This
Agreement may be executed in any number of counterparts. All counterparts
taken
together will constitute one instrument.
Each
party warrants that it is authorised and has capacity to execute this Agreement
and to bind itself to this Agreement.
This
Agreement is governed by and is to be construed in accordance with the laws
in
the state of Delaware.
If
this
Agreement is executed by an attorney on behalf of a party, the attorney declares
that he has no notice of the revocation of the power of attorney.
EXECUTED
AS AN AGREEMENT
|
THE
COMPANY CHOP
of
China
Architectural Engineering, Inc.
was affixed to this Agreement in accordance with its Constitution
in the
presence of:
|
|
)
)
)
)
|
|
|
|
|
|
|
|
/s/ Tang Nian Zhong
|
|
|
/s/ Luo
Ken
Yi
|
Signature
of Director/Secretary
|
|
|
Signature
of Director/Secretary
|
|
|
|
|
|
|
Tang Nian
Zhong
|
|
|
Luo Ken
Yi
|
Full
Name of Signatory
|
|
|
Full
Name of Signatory
|
|
SIGNED
by
the
EXECUTIVE
in
the presence of:
|
|
)
)
)
|
|
|
|
|
|
|
|
/s/ Pang
Sze
Man
|
|
|
/s/ Xin
Yue Jasmine
Geffner
|
Signature
of Witness
|
|
|
Signature
|
|
|
|
|
|
|
Pang Sze
Man
|
|
|
Xin Yue
Jasmine
Geffner
|
Print
Name
|
|
|
Print
Name
|
|
Between
China
Architectural Engineering, Inc.
and
[Xin
Yue Jasmine Geffner]
|
|
SERVICE
AGREEMENT
|
THIS
EMPLOYMENT AGREEMENT (this “Agreement”) is effective as of March 12,
2008,
Between:
|
|
(1)
|
China
Architectural Engineering, Inc. (CAE) a company incorporated in
the USA
whose office is at Unit B, 63/17, Bank of China Tower, 1 Garden
Road, Hong
Kong (the “Company”), and
|
|
|
(2)
|
Charles
John Anderson whose address is located in Tampa Florida, USA
(the “Employee”).
|
It
is
agreed as follows:
Definitions:
In
this
agreement the following expressions shall have the following
meanings:
“Business”
means all
a
n
d
any
business, trade or other commercial activities of the
Company
or any Group Company;
“Board”
means the Board of Directors of the Company or a duly authorized committee
of
the Board of Directors;
“Confidential
Information” means all and any information, knowledge or data (whether or not
recorded in documentary form or on computer disk or tape) not generally known
or
available to the public which Employee may have learned,
discovered,
developed, conceived, originated or prepared during or as a result of the
Employment
relating to the operations, business methods, corporate plans, management
systems, finances, new business opportunities, products, services,
technology,
customers, clients, policies, procedures, accounts, personnel, techniques,
concepts,
or research and development projects, of the Company or any Group
Comp
a
n
y
and any
and all trade secrets, secret formulae, process, inventions, designs,
know-how,
discoveries, technical specifications, and other technical information
relating
to the creation, production or supply of any past, present or future product
or
service of the Company or any Group Company;
“Employment”
means the Employees employment in accordance with the terms and
conditions
of this Agreement;
“Group
Company” means the Company and any company which is a direct or indirect
subsidiary of the Company from time to time;
“Termination
Date” means the date on which the Employment is terminated howsoever
caused.
TERM
AND
APPOINTMENT
According
to the terms of this Agreement, the Employee shall be appointed as the President
of “CAE Building Systems, Inc. (U.S.A.)”, a subsidiary company to be
incorporated in and according to the laws of the United States of America
upon
the execution of this Agreement.
Subject
to the terms of this Agreement, employment shall commence on March 3, 2008,
and
shall continue for a period of five (5) years from such date unless or until
terminated by either party according to the terms of this Agreement. Thereafter,
this Agreement shall automatically be renewed for successive one-year terms
for
a period of three (3) years unless either party shall give the other no less
than one hundred eighty (180) days prior written notice of intent not to
renew
this Agreement.
Employee
shall bear his individual income tax by himself according to the applicable
law
and shall be responsible to properly report his personal income tax to his
country or place of residency. Notwithstanding the Employee's reporting and
payment obligations with respect to income taxes, Employee agrees that the
Company or Group Company is entitled to withhold the tax according to applicable
law.
DUTIES
During
the Employment the Employee will:
Devote
his best efforts, energies, skills and attention on a full-time basis to
the
business and affairs of the Company and Group Company;
Faithfully
and diligently perform all such duties and exercise all such powers that
are
commensurate with Employee's position and as are lawfully and properly assigned
to him from time to time by the Chief Executive Officer or the Board, whether
such duties or powers relate to the Company or any other Group
Company;
Comply
with all directions lawfully and properly given to him by the Chief Executive
Officer or the Board as they may from time to time deem in the best interest
of
the Company;
Devote
the whole of his time, attention and abilities to the business of the Company
or
any other Group Company for which he is required to perform duties and shall
not
without the Company's prior written consent, be directly or indirectly engaged
in any other business activity, trade or occupation;
Promptly
provide the Company with all such information as it may require in connection
with the business or affairs of the Company and of any other Group Company
for
which he is required to perform duties;
Comply
with any and all governmental laws, regulations, and policies in connection
with
his actions as an employee of the Company and conduct himself in accordance
with
the highest business standards as are reasonably and customarily expected
of
such position; and
Fully
cooperate and participate in
a
n
y
investigation
conducted
by
the
Company
relating
to
its
interests or as may be required by applicable law.
The
Employee shall be required to work during the Company's normal business hours
together with such additional hours as are required in the proper performance
of
his duties. The Employee acknowledges that he has no entitlement to additional
remuneration for any hours worked in excess of the Company's normal business
hours.
The
Employee's normal place of business will be located in the United States
of
America and the Employee acknowledges and accepts that the proper execution
of
his duties will include domestic and international travel.
COMPENSATION
Base
Salary:
The
Employee's base salary shall be one-hundred-ninety-thousand U.S. dollars
($190,000) per annum payable in regular installments in accordance with the
customary payroll practices of the Company and subject to all legally required
deductions and withholdings. Employee's base salary shall be reviewed by
the
Company's Compensation Committee annually in a manner that is consistent
with
the Company's compensation policy. The base salary may be increased from
time to
time by the Compensation Committee in its absolute discretion, the determination
of which shall be based upon such standards, guidelines and factual
circumstances as the Compensation Committee deems relevant.
Medical
Health Insurance:
The
Company acknowledges that the Employee has procured an Insurance Policy,
which
is currently in existence and operational. The Employee shall be fully
reimbursed on a monthly basis for the entire costs of a comprehensive Medical
Health Care Insurance policy including coverage for the Employee and his
Spouse.
The Employee shall have sole discretion for the selection of the Health Care
Insurance policy, provided that insurance coverage and the premium attached
thereto subject to standard adjustments in costs by the insurer, is commensurate
to that which is in operation at time of employment. The Employee shall present
a monthly expense statement for the costs of the policy and the Company shall
reimburse the full amount as expenditure.
Vehicle:
The
Employee shall be fully reimbursed on a monthly basis for the entire costs
of a
motor-vehicle including the cost of the vehicle, insurance, maintenance and
operational expenses. The company shall pay the Employee a monthly allowance
amount of one-thousand dollars U.S. ($1,000.00) for vehicle payment and
insurance and reimburse other operational costs as presented in accordance
with
expense reimbursement as stated herein.
Commission:
The
Employee shall be paid a commission on all cash received by the Company on
all
sales of the Company or Group Company's goods or services made pursuant to
contracts originated primarily as the result of the efforts of the Employee
during the term hereof (“Employee Sales”). The commission amount shall be
calculated and paid as follows:
The
Employee shall be paid a cash payment in US dollars an amount equal to one-half
percent (0.50%) of Employee Sales up to Twenty-million dollars U.S.
($20,000,000) per annum. Thereafter, with the commission rate adjusted to
one-quarter percent (0.25 %) for Employee Sales in excess of Twenty-million
dollars U.S. ($20,000,000) per annum.
The
Company’s payment of commissions to Employee for the Employee Sales shall occur
in three payments as follows:
(i)
the
first payment (the “First Payment”) shall consist of 50% of the total
commissions for a contract and shall occur once the Company receives the
first
payment from the customer under such contract,
provided
that
,
however, the First Payment on each contract for the Employee Sales shall
not
exceed a total of U.S. ($100,000) ;
(ii)
the
second payment shall consist of 80% of total commissions, on a cumulative
basis,
of a such contract, including any amounts paid in the First Payment for such
contract, and shall occur once the Company receives payment of at least 50%
of
the total payments due under such contract; and
(iii)
the
third and final payment shall consist of the remaining 20% of the total
commissions for such contract and shall occur once the Company receives the
last
payment from the customer as required under such contract.
In
addition to the foregoing, the Employee shall be issued shares of the Company
Stock at the end of each fiscal year, which will be valued at the share price
at
closing of 31' December each year and at a total amount equivalent to 2 times
the commission entitled to and received by the Employee during that fiscal
year
up to a limit of Fifty (50) Million dollars ($50,000,000) of Employee Sales
per
annum.
All
stock
issued in relation to commission payments shall have a twelve
-
month
lock-up
period
and shall have no expiration date.
Vacation
The
Employee shall be entitled to fifteen (15) working days paid vacation per
calendar year during his Employment to be taken at time or times convenient
to
the Company. The right to
vacation
time shall accrue pro rata during each calendar year of Employment and shall
not
accrue
in
excess
of fifteen days in a
n
y
calendar
year. Vacation time not used in a calendar year shall not
be
carried over from year to year and will be forfeited. No payment shall be
made
for vacation not taken. Upon termination of the Employment the Employee shall
be
entitled to payment in lieu of accrued but untaken vacation not including
any
forfeited vacation.
Bonus:
The
Company at the sole discretion of the Chief Executive Officer or Board may
from
time to time pay the Employee bonuses in the form of cash and or company
stock
as reward for the Employees individual performance and the Performance of
the
Company.
Holidays
and Sick Days:
The
Employee shall be paid for all standard Holidays observed in the country
of his
domicile. The Employee shall be paid up to ten (10) sick days per year for
time-off required due to illness or injury. The Company may at the discretion
of
the Chief Executive Officer or Board pay the
Employee
for additional time-off required as a result of illness or incapacitation
due to
illness or
injury.
Reimbursement
for Company Business Expenses:
The
Employee shall be reimbursed for all reasonable and necessary business expenses
incurred by the Employee in connection with the performance of the Employees
duties. Reimbursement shall be made in accordance with the Company's policy
and
procedures upon presentation of itemized statements of such business expenses
in
such detail as the Company may reasonably require consistent with applicable
Company policy. In order to facilitate the Company's prompt reimbursement
of the
Employee's business related expenses as well as the prompt reimbursement
of
other Employees under the direct control and supervision of the Employee,
the
Company shall
provide
the Employee a cash advance from which the Employee shall pay applicable
expenses and be responsible for the accurate accounting of said funds. At
the
earliest possible date, the Company shall provide the Employee with Company
credit card(s) to be used in the course of carrying-out company
business.
INTELLECTUAL
PROPERTY
The
Employee shall disclose full details of any inventions, designs, know-how,
or
discoveries, whether register able or not, or whether patentable or a copyright
work (“Inventions”) in confidence to the Company and shall regard himself in
relation thereto as a trustee for the Company.
All
intellectual property rights in such Inventions shall vest absolutely in
the
Company which shall be entitled, so far as the law permits, to the exclusive
use
thereof.
Notwithstanding
anything stated herein, the Employee shall assign to the Company the copyright
(by way of assignment of copyright) and other intellectual property rights,
if
any, in respect of all
works
written, originated, conceived or made by the Employee (except only those
works
written, originated, conceived or made by the Employee wholly outside his
normal
working hours hereunder and wholly unconnected with the Employment) during
the
continuance of the Employment.
The
Employee agrees that during or after the termination of his Employment he
will
execute such deeds or documents and cooperate in all such acts and things
as the
Company may deem necessary or desirable to substantiate the Company's rights
in
respect of the Inventions and other intellectual property rights referred
to
herein including for the purpose of obtaining letters patent or other privileges
in all such countries as the Company may require.
TERMINATION
Either
party may terminate the Employment by providing the other party one hundred
twenty days (120 days) written notice. The Company may, in its sole discretion,
also terminate the Employment immediately without prior written notice by
making
a payment of the base salary and all other compensation and expense amounts
due
Employee in lieu of prior written notice.
Notwithstanding
the foregoing, at any time during the Employment the Company may also terminate
the Employment immediately and with no liability to make further payment
to the
Employee (other than in respect of amounts accrued) for serious misconduct
including without limitation, if the Employee;
Commits
any serious or repeated breach of any of his obligations under this Agreement
or
his Employment;
Is
guilty
of serious misconduct which, in the Board's reasonable opinion, has damaged
or
may damage the business or affairs of the Company or Group Company;
Is
guilty
of conduct which, in the Board's reasonable opinion, brings or is likely
to
bring himself, the Company or Group Company into disrepute;
Is
charged with a criminal offense (other than a road traffic offense not subject
to a custodial sentence);
Is
or
becomes incapacitated or ill to the extent that he is unable to perform the
inherent duties and obligations of the Employment and the Employee has exhausted
all of his entitlement to paid sickness leave as setout herein;
Is
declared bankrupt or makes any arrangement with or for the benefit of his
creditors;
Any
delay
or forbearance by the Company in exercising any right of termination shall
not
constitute a waiver of it.
On
termination of the Employment for whatever reason (and whether in breach
of
contract or otherwise) the Employee will:
Immediately
deliver to the Company all books, documents, papers, computer records, computer
data, credit cards and any other property relating to the business of or
belonging to the Company or Group Company which is in his possession or under
his control. The Employee is not entitled to retain copies or reproductions
of
any documents, papers or computer records relating to the business of or
belonging to the Company or Group Company;
Immediately
resign from any office he holds with the Company or Group Company (and from
related trusteeships) without any compensation for loss of office. Should
the
Employee fail to do so he hereby irrevocably authorizes the Company to appoint
some person in his name and on his behalf to sign any documents and do anything
to give effect to his resignation from office; and
Immediately
pay to the Company or, as the case may be, Group Company all outstanding
amounts
due or owed to the Company or Group Company. The Employee confirms that,
should
he fail to do so, the Company is to be treated as authorized to deduct from
any
amounts due or owed to the Employee by the Company (or Group Company) a sum
equal
to
such
amounts.
The
Employee will not at any time after termination of the Employment represent
himself as being in any way concerned with or interested in the business
of, or
employed by, the Company or Group Company.
The
Employee agrees that any payments pursuant to this termination clause will
be in
full and final settlement of any and all claims the Employee may have against
the Company or Group Company arising out of or in connection with his Employment
or its termination, and Employee and the Company agree to execute a general
mutual release in favor of the other and their successors, affiliates and
estates to the fullest extent permitted by law, drafted by and in a form
reasonably satisfactory to the Company and Employee.
SUSPENSION
Where
notice of termination has been served by either party whether in accordance
with
the Termination clause herein or otherwise, the Company shall be under no
obligation to provide work for or assign any duties to the Employee for the
whole or part of the relevant notice period and may require him:
Not
to
attend any premises of the Company or Group Company; and / or
To
resign
with immediate effect from any offices he holds with the Company or Group
Company (and any trusteeships); and or
To
take
any vacation which has accrued in accordance with this Agreement during any
period of suspension as defined herein.
The
Confidentiality provisions of this Agreement shall remain in full force and
effect during any period of suspension.
Any
suspension under this agreement shall be on full salary and benefits during
any
period of suspension.
CONFIDENTIAL
INFORMATION
The
Employee acknowledges:
That
Confidential Information is valuable to the Company and Group
Companies;
That
the
Company will provide the Employee with access to Confidential Information
so
that
the
Employee is properly able to carry out the duties pursuant to this
Agreement;
That
the
Employee owes, without limitation, a duty of trust and confidence to the
Company
and a duty to act at all times in the best interest of the Company;
and
That
the
disclosure of Confidential Information to any customer or actual or potential
competitor of the Company or Group Company would place the Company at a serious
competitive disadvantage and would cause immeasurable damage to the Business
and
therefore the restrictions contained herein are reasonable to protect the
Company.
The
Employee undertakes that he will not at any time (whether during the Employment
or for a period of twelve (12) months form Termination date) use for his
own or
another's advantage, or reveal to any third-party person, firm, company or
organization and shall use his best efforts to prevent the publication or
disclosure of any Confidential Information to any third party.
The
limitations imposed on the Employee pursuant to the Confidential Information
clause of this
agreement
shall not apply to Employee's compliance with legal process or subpoena,
or
statements in response to inquiry from a court or regulatory body, provided
that
Employee gives the Company reasonable prior written notice of such process,
subpoena or request. In addition, the restrictions in this clause shall not
apply so as to prevent the Employee from ‘using his own personal skill in
business in which he may be lawfully engaged after the Employment is
ended.
RESTRICTIVE
COVENANTS
The
Employee covenants with the Company (for itself and as trustee and agent
for
other Group Company) that, for the period during the Employment and the twelve
(12) months following the Termination date, he shall not, whether directly
or
indirectly, on his own behalf or on behalf of or in conjunction with any
other
person, firm, company or other entity (except on behalf of the
Company):
Solicit
or entice away or attempt to solicit or entice away from the Company or any
Group Company any person, firm, company or other entity who is, or was, a
client
of the Company or Group Company with whom the Employee had business dealings
during the course of his Employment or in the twelve (12) month period prior
to
the Termination date;
Solicit
or entice away or attempt to solicit or entice away any individual person who is
employed or engaged by the Company or Group Company either as a director,
or in
a managerial or technical capacity; or who is in possession of Confidential
Information and with whom the Employee had business dealings during the course
of his Employment or the twelve (12) month period immediately prior to the
Termination date;
Carry
on,
set up, be employed engaged or interested in a business in Hong Kong, the
People's Republic of China, and any other geographic locations where the
Company's business is conducted, that is in competition with, whether directly
or indirectly, the Business as at the Termination date. It is agreed that
if
such company ceases to be in competition with the Company and Group Companies
this clause shall, with effect from that date, cease to apply in respect
of such
company. The provisions of the Restrictive Covenants clause shall not, at
any
time following the Termination date, prevent the Employee from owning an
interest in the Company, and owning an interest in any company that competes
with the Company. Nothing in the Restrictive Covenants clause of this agreement
shall prohibit Employee from seeking or doing business not in direct or indirect
competition with the Business.
While
the
parties agree that the restrictions contained in the Confidential Information
clause and the Restrictive Covenants clause are reasonable in all circumstances,
it is agreed that if any court of competent jurisdiction holds that the length
of post-termination covenants contained herein are not reasonable, the parties
agree that;
The
covenants are to apply for a period of nine (9) months for the Termination
date;
or, if this period is held to be unreasonable,
For
a
period of six (6) months from the Termination date; or if this period is
held to
be unreasonable,
For
such
period as any court of competent jurisdiction decides is
reasonable.
The
period during which the restrictions referred to in the Restrictive Covenants
clause of this Agreement which apply following the Termination date shall
be
reduced by the amount of time during which, if at all, the Company suspends
the
Employee under the provisions of the Suspension clause of this
Agreement.
The
Company acknowledges and accepts that the Employee has skill and expertise
gained through prior experience within the industry and that there shall
be no
restriction placed upon the employee as a result of this Agreement, to be
gainfully employed by any company within the industry of the Employee's skill
and expertise. The Company agrees that the Employee shall be compensated
in
accordance with the Compensation clause of this Agreement during and for
the
full term of any restrictive period of employment placed upon the Employee
as a
result of this Agreement.
MISCELLANEOUS
This
Agreement, together with any other documents referred to in this Agreement,
supersedes all
other
employment agreements both oral and in writing between the Company and the
Employee. The Employee acknowledges that he has not entered into this Agreement
in reliance upon any representation, warranty or undertaking which is not
set
out in this Agreement or expressly referred to in it as forming part of the
Employee's contract of employment.
The
Employee represents and warrants to the Company that he will not by reason
of
entering into the Employment, or by performing any duties under this Agreement,
be in breach of any terms of employment with a third party whether express
or
implied or of any other obligation binding on him.
Any
notice to be given under this Agreement to the Employee may be served by
being
handed to him personally or by being sent by registered post to him at his
usual
or last known address; and any notice to be given to the Company may be served
by being left at or by being sent by registered post to its registered office
for the time being. Any notice served by registered post shall be deemed
to have
been served two days (excluding Sundays and statutory holidays) after the
date
of the registered post receipt.
The
provisions contained in the Confidential Information, Restrictive Covenants,
and
the Miscellaneous clauses shall remain in full force and effect after the
Termination Date.
This
Agreement and the relationship between the parties shall be governed by,
and
interpreted in accordance with, the laws of the State of Delaware, U.S.A.
Each
of the parties agrees that the courts of the State of Delaware are to have
non-exclusive jurisdiction to settle any disputes (including claims for set-off
and counterclaims) which may arise in connection with the creation, validity,
effect, interpretation or performance of, or the legal relationships established
by, this Agreement or otherwise arising in connection with this -Agreement,
and
for such purposes irrevocably submit to the non-exclusive jurisdiction of
the
courts of the State of Delaware.
If
any
one or more of the provisions contained in this Agreement shall for any reason
be held to be invalid, illegal, or unenforceable in any respect, such
invalidity, illegality, or unenforceability shall not affect any other provision
hereof, and this Agreement shall be construed as if such invalid, illegal,
or
unenforceable provision had never been contained herein. In addition, if
any
court of competent jurisdiction determines that any of the provisions set
forth
herein are unenforceable because of the duration or geographic scope of such
provision, such court shall
have
the
power to reduce the duration or scope of such provision as the case may be,
to
the extent necessary to render such provision enforceable.
The
waiver by any party to a breach of any provision of this Agreement must be
in
writing and signed by such party to be effective, and shall not operate or
be
construed as a waiver of any subsequent breach of this Agreement.
This
Agreement is personal in nature, and neither this Agreement nor any part
of any
obligation herein shall be assignable by Employee. The Company shall be entitled
to assign this Agreement to any affiliate or successor of the Company that
assumes the ownership or control of the business of the Company, and the
Agreement shall inure to the benefit of any such successor or
assign.
This
Agreement may be executed in one or more facsimile counterparts, and by the
parties hereto in separate facsimile counterparts, each of which when executed
shall be deemed to be an original while all of which taken together shall
constitute one and the same instrument.
(SIGNATURE
PAGE TO FOLLOW)
IN
WITNESS WHEREOF
this
AGREEMENT
has been
signed on the date the day and year first above written.
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SIGNED by (the Employee)
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/s/ Charles John Anderson
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Charles
John Anderson
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in the presence of:
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/s/ Aileen P. Galazin
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Name:
Aileen P. Galazin
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SIGNED
for
and on
behalf of
CHINA
ARCHITECTURAL ENGINEERING, INC.
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/s/ Luo Ken Yi
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Name:
Luo Ken Yi
Title:
Chief Executive Officer
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in the presence of:
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/s/ Tang Nian Zhong
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Name:
Tang Nian Zhong
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