Exhibit 10.1


 


EMPLOYMENT AGREEMENT


 


THIS EMPLOYMENT
AGREEMENT (the “Agreement”) is made effective as of November 10, 2021, between SINO-GLOBAL SHIPPING AMERICA, LTD., a Virginia
corporation (the “Company”) and Mr. Shi Qiu (the “Executive”).


 


		1.	EMPLOYMENT



 


The Company hereby agrees to employ the
Executive, and the Executive hereby agrees to be employed by the Company, on the terms and conditions set forth herein.


 


		2.	TERM



 


The term (“Term”)
of this Agreement shall begin on November 10, 2021 and will terminate on November 9, 2024 (the “Initial Term”), unless sooner
terminated as hereinafter provided. At the conclusion of the Initial Term, the Term shall automatically be extended for a one-year period
in the absence of notice of non-renewal provided at least 30 days prior to the anniversary date of this Agreement.


 


		3.	POSITION AND DUTIES



 


3.1. Position. The Executive hereby agrees to serve as Chief Technology Officer of the
Company, reporting to the Company’s Chief Executive Officer. At the Company’s request, the Executive may, at the
Executive’s discretion, serve the Company and/or its respective subsidiaries and affiliates in other offices and capacities in
addition to the foregoing, but shall not be required to do so. In the event that the Executive, during the term of this Agreement,
serves in any one or more of the aforementioned capacities, the Executive’s compensation shall not be increased beyond that
specified in Section 4 of this Agreement unless otherwise agreed by the parties. In addition, in the event the Company and the
Executive mutually agree that the Executive shall terminate the Executive’s service in any one or more of the aforementioned
capacities, or the Executive’s service in one or more of the aforementioned capacities is terminated, the Executive’s
compensation, as specified in Section 4 of this Agreement, shall not be diminished or reduced in any manner unless otherwise agreed
by the parties.


 


3.2. Duties.
The Company agrees that the duties that may be assigned to the Executive shall be the usual and customary duties of the Chief Technology
Officer, to include and not be limited to provision of guidance and assistance with implementation of the Company’s business initiatives
and growth strategies.


 


3.3. Devotion
of Time and Effort. Executive shall use Executive’s good faith best efforts and judgment in performing Executive’s duties
as required hereunder and to act in the best interests of the Company. Executive shall devote such time, attention and energies to the
business of the Company as are reasonably necessary to satisfy Executive’s required responsibilities and duties hereunder.


 


3.4. Other
Activities. The Executive may engage in other activities for the Executive’s own account while employed hereunder, including
without limitation charitable, community and other business activities, provided that such other activities do not materially interfere
with the performance of the Executive’s duties hereunder.


 




     


     

    

 


		4.	COMPENSATION AND RELATED MATTERS



 


4.1. Compensation.
During the Initial Term, the Company shall pay the Executive (a) an annual salary of One Hundred Twenty Thousand Dollars (US $120,000),
paid monthly, bi-weekly or bi-monthly in equal installments at the beginning of each such period (the “Base Salary”). The
Executive’s performance and salary shall be subject to review at any time, and an increase in salary, if one is so determined by
the Board, shall be made, on a basis consistent with the standard practices of the Company.


 


4.2. Benefits.
The Executive shall be entitled to participate in the Company’s employee benefit plans and programs on substantially the same terms
and conditions as other senior executives; provided, however, that the Executive shall, at a minimum, be provided healthcare and medical
insurance typically made available to United States-based executives in similar companies. The Executive will be entitled to (a) four
weeks of paid annual leave, (b) reasonable medical leave (provided that he is not deemed as incapacitated under the term of Disability)
and (c) time off on federal public holidays in the United States.


 


4.3 Business
Expenses. The Company shall promptly, in accordance with Company policy, reimburse the Executive for all reasonable business expenses
incurred in accordance with and subject to the limits set forth in the Company’s written policies with respect to business expenses,
upon presentation to the Company of written receipts for such expenses.


 


		5.	TERMINATION



 


5.1. Termination
for Cause. The Company may terminate the Executive for Cause at any time, upon written notice to Executive. For purposes of this Agreement,
“Cause” shall mean:


 


(a) The
Executive’s conviction for commission of a felony or a crime involving moral turpitude;


 


(b) The
Executive’s willful commission of any act of theft, embezzlement or misappropriation against the Company; or


 


(c) The
Executive’s material failure to perform his duties hereunder.


 


5.2. Termination
Without Cause. Either party may terminate this Agreement without Cause at any time, provided that such Party first delivers to the
other Party written notice of termination of this Agreement at least thirty (30) days prior to the effective date of termination.


 


5.3. Termination
for Good Reason. The Executive may terminate his employment under this Agreement for Good Reason by providing notice to the Company
setting forth in reasonable detail the nature of such Good Reason; provided, however, that such notice must be provided within thirty
(30) days from the Executive’s knowledge of the occurrence of a Good Reason event. For purposes of this Agreement, “Good Reason”
shall mean the occurrence of any of the following events without the Executive’s written consent: (i) a material breach by the Company
of this Agreement, including a failure to make such payments or provide such benefits as are provided herein; or (ii) the Company requires
Executive to locate his office to a location more than fifty (50) miles outside of the metropolitan area of the Executive’s home
city (New York City). Executive’s resignation for Good Reason shall only be effective if the Company has not cured or remedied the
Good Reason event within thirty (30) days after its receipt of Executive’s written notice.


 




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		6.	COMPENSATION UPON TERMINATION



 


6.1 Effect
of Termination. In the event the Executive’s employment shall be terminated, the Company shall pay the Executive his salary
through the date of termination.


 


6.2 Effect of Termination upon Death
or Disability. If the Executive’s employment is terminated by reason of his death or disability (which term shall mean the legal
determination that the Executive is unable to perform his duties without reasonable accommodation), he will be entitled to receive a lump
sum payment equal to two times of his Base Salary, and other benefits earned and accrued prior to the date of termination.


 


		7.	CONFIDENTIALITY AND NON-SOLICITATION COVENANTS



 


7.1. Non-Competition.
The Executive agrees that during the Term of this Agreement prior to any termination of his employment hereunder and for a period of one
year following the date on which the Executive’s employment hereunder is terminated, he will not directly or indirectly, without
the prior written consent of the Company, manage, operate, join, control, participate in, or be connected as a stockholder (other than
as a holder of shares publicly traded on a stock exchange or the NASDAQ National Market System), partner, or other equity holder with,
or as an officer, director or employee of, any other company whose business strategy is competitive with that of the Company.


 


7.2. Confidentiality.
The Executive hereby agrees that the Executive will not, during the Term or at any time thereafter directly or indirectly disclose or
make available to any person, firm, corporation, association or other entity for any reason or purpose whatsoever, any Confidential Information
(as defined below). The Executive agrees that, upon termination of his employment with the Company, all Confidential Information in his
possession that is in written or other tangible form (together with all copies or duplicates thereof, including computer files) shall
be returned to the Company and shall not be retained by the Executive or furnished to any third party, in any form except as provided
herein; provided, however, that the Executive shall not be obligated to treat as confidential, or return to the Company copies of any
Confidential Information that (i) was publicly known at the time of disclosure to the Executive, (ii) becomes publicly known or available
thereafter other than by any means in violation of this Agreement or any other duty owed to the Company by the Executive, or (iii) is
lawfully disclosed to the Executive by a third party. As used in this Agreement the term “Confidential Information” means
information disclosed to the Executive or known by the Executive as a consequence of or through his relationship with the Company, about
the owners, employees, business methods, public relations methods, organization, procedures, property acquisition and development, or
finances, including, without limitation, information of or relating to the Company and its affiliates.


 


7.3. Non-Disparagement.
During the Term of this Agreement and upon termination for any or no reason, the Executive agrees that he shall not make any disparaging
remarks of any sort or otherwise communicate any disparaging comments about the Company. During the Term of this Agreement and upon termination
for any or no reason, Company agrees that it shall not make any disparaging remarks about Executive to any other person or entity. In
accordance with Company’s usual practice, the Company will confirm Executive’s dates of employment and Executive’s job
description upon request. Notwithstanding the above, nothing in this provision shall prevent or prohibit any Party from testifying in
any legal proceeding, including at deposition, hearing or trial, from cooperating in good faith in any governmental investigation or action,
or from making any report required by law, including as may be required under applicable securities laws.


 






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7.4. Non-Solicitation.
For a period of one (1) year following the date on which the Executive’s employment hereunder is terminated, the Executive shall
not directly or indirectly (A) solicit or induce any of the Company’s employees, agents or independent contractors to end their
relationship with the Company, (B) recruit, hire or otherwise induce any such person to perform services for the Executive, or any other
person, firm or company, or (C) solicit or intentionally interfere with the customer or client relationships of the Company.


 


7.5. Return
of Property. The Executive hereby acknowledges and agrees that all Personal Property and equipment furnished to or prepared by the
Executive in the course of or incident to his employment, belongs to the Company and shall be promptly returned to the Company upon termination
of the Employment Period. “Personal Property” includes, without limitation, all electronic devices of the Company used by
the Executive, including, without limitation, personal computers, facsimile machines, cellular telephones, pagers and tape recorders and
all books, manuals, records, reports, notes, contracts, lists, blueprints, maps and other documents, or materials, or copies thereof (including
computer files), and all other proprietary information relating to the business of the Company. Following termination, the Executive will
not retain any written or other tangible material containing any proprietary information of the Company.


 


7.6. Reasonableness
of Restrictions. Each of sections 7.1, 7.2, 7.3, 7.4 and 7.5 set out above is acknowledged by Executive to be reasonable in duration,
extent and application and is the minimum protection necessary for the Company in respect of its goodwill, Confidential Information, trade
connections and business. Each of the covenants and obligations on Executive’s part set out in sections 7.1, 7.2, 7.3, 7.4 and 7.5
is deemed to be separate and severable and enforceable by the Company accordingly. If any of the restrictions set out above are held to
be void but would be valid if part of the wording was deleted such restriction shall apply with such deletion as may be necessary to make
it valid and effective.


 


		8.	INDEMNIFICATION



 


8.1. Indemnification.
In the event that the Executive (a) was, is or may become a party to any proceeding, including a proceeding brought by a shareholder in
the right of the Company or brought by or on behalf of shareholders of the Company, by reason of the fact that he is or was a director
or officer of the Company, or (b) was or is serving at the request of the Company as a director, trustee, partner or officer of another
corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, the Company agrees to hold harmless and indemnify
the Executive from and against any and all repayment obligations, losses, liabilities, damages, costs, expenses (including actual attorneys’
fees), judgments, fines and amounts paid in settlement or otherwise reasonably incurred by the Executive in connection with any claim
or cause of action is threatened, asserted or brought against the Executive pursuant to or arising under this Agreement or performance
of his duties hereunder, whether in whole or in part (a “Claim”). The Company agrees to reimburse the Executive for such reasonable
out-of-pocket expenses actually incurred in connection with the defense of a Claim.


 


8.2. Procedure
for Indemnification. All requests for indemnification shall be addressed pursuant to Article VI of the Company’s Bylaws.


 


8.3. Inapplicability
of Indemnification. Indemnification under Section 8.1 shall be unavailable in the event the Executive has engaged in willful misconduct
or a knowing violation of criminal law. The Executive understands and agrees that insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to our directors, officers or persons controlling us, in the opinion of the SEC such indemnification
is against public policy as expressed in the Securities Act of 1933 and is therefore unenforceable as a matter of United States law.


 






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		9.	GENERAL PROVISIONS



 


9.1. Injunctive
Relief and Enforcement. The Executive acknowledges that the remedies at law for any breach by him of the provisions of Section 7 hereof
may be inadequate and that, therefore, in the event of breach by the Executive of the terms of Section 7 hereof, the Company shall be
entitled to institute legal proceedings to enforce the specific performance of this Agreement by the Executive and to enjoin the Executive
from any further violation of Section 7 hereof and to exercise such remedies cumulatively or in conjunction with all other rights and
remedies provided by law and not otherwise limited by this Agreement.


 


9.2. Notice.
For the purposes of this Agreement, notices, demands and all other communications provided for in this Agreement shall be in writing and
shall be deemed to have been duly given when addressed as follows and (i) when personally delivered, (ii) when transmitted by telecopy,
electronic or digital transmission with receipt confirmed, (iii) one day after delivery to an overnight air courier guaranteeing next
day delivery, or (iv) upon receipt if sent by certified or registered mail. In each case notice shall be sent to:


 


	 	If to Executive:	Shi Qiu
	 	 	98 Cutter Mill Road, Suite 322
	 	 	Great Neck New York 11021



 


	 	If to the Company:	Sino-Global Shipping America, Ltd.
	 	 	98 Cutter Mill Road, Suite 322
	 	 	Great Neck New York 11021



 


or to such other address as any party
may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon
receipt.


 


9.3. Severability.
The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of
any other provision of this Agreement, which shall remain in full force and effect. In addition, in the event any provision in this Agreement
shall be determined by any court of competent jurisdiction to be unenforceable by reason of extending for too great a period of time or
over too great a geographical area or by reason of being too extensive in any other respect, each such agreement shall be interpreted
to extend over the maximum period of time for which it may be enforceable and to the maximum extent in all other respects as to which
it may be enforceable, and enforced as so interpreted, all as determined by such court in such action.


 


9.4. Assignment.
This Agreement may not be assigned by the Executive, but may be assigned by the Company to any successor to its business and will inure
to the benefit and be binding upon any such successor.


 


9.5. Counterparts.
This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will
constitute one and the same instrument.


 


9.6. Headings.
The headings contained herein are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.


 


9.7. Choice
of Law; Venue. This Agreement shall be construed, interpreted and enforced in accordance with the laws of the Commonwealth of Virginia
without giving effect to the principles of conflict of laws thereof. By execution and delivery of this Agreement, the parties agree and
accept that any legal action or proceeding brought with respect to this Agreement shall be brought in the court of appropriate jurisdiction
in and for the City of Richmond, Commonwealth of Virginia, and the parties expressly waive any objection to personal jurisdiction, venue
or forum non conveniens.


 


9.8. Entire
Agreement. This Agreement contains the entire agreement and understanding between the Company and the Executive with respect to the
employment of the Executive by the Company as contemplated hereby, and no representations, promises, agreements or understandings, written
or oral, not herein contained shall be of any force or effect. This Agreement shall not be changed unless in writing and signed by both
the Executive and the Board.


 


9.9. Amendments;
Waivers. This Agreement may be amended or modified, and any of the terms and covenants may be waived, only by a written instrument
executed by the parties hereto, or, in the case of a waiver, by the party waiving compliance. Any waiver by any party in any one or more
instances of any term or covenant contained in this Agreement shall neither be deemed to be nor construed as a further or continuing waiver
of any such term or covenant of this Agreement.


 






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IN WITNESS WHEREOF, the parties have executed this Employment
Agreement as of the date and year first above written.


 


	 	Company
	 	 
	 	Sino-Global Shipping America, Ltd.,
	 	a Virginia stock corporation
	 	 	 
	 	By:	 
	 	 	Yang Jie
	 	 	
    Chief Executive Officer

	 	 	 
	 	Executive
	 	 	 
	 	By:	 
	 	 	Shi Qiu


 


 


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