Exhibit 10.4


 





EMPLOYMENT AGREEMENT


 


This
Employment Agreement (the “Agreement”) is made as of August 3, 2018 (the “Effective
Date”) between Jerash Holdings (US), Inc., with an address of 19/F, Ford Glory Plaza, 37-39 Wing Hong Street, Cheung
Sha Wan, Kowloon, Hong Kong (“Company”), and Richard J. Shaw with an address at 8481 Big Cone Path, Liverpool,
NY 13090 (“Employee”) (Company and Employee are each a “Party” and collectively
the “Parties”).


 


Whereas,
Employee is experienced in financial management.


 


Whereas,
the Company desires to retain Employee to provide general financial services and Employee agrees to provide such services, in accordance
with the terms and conditions set forth in this Agreement.


 


Now,
Therefore, in consideration of the premises, mutual covenants, terms and conditions contained herein, and for other
good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:


 


1. Services.
Employee shall serve as an executive officer and his title shall be Chief Financial Officer of the Company. Employee will provide
general financial services to the Company, as further described in Exhibit A (the “Services”). Employee
shall provide such services as the Company may reasonably request and shall commit up to 160 hours per month on Services for the
Company, provided that: (a) Employee may continue to serve as the President of LogiCore Strategies, LLC (“LogiCore”);
and (b) Employee may continue to serve as a chief financial officer of clients of LogiCore, provided that no conflict of interest
exists between those clients and the Company. Employee shall provide prior notice to the Company if he intends to assume any position
as described in clause (b) above and shall provide prompt notice to the Company if he already holds any such positions.


 


2. Appointment;
Term. The Company hereby appoints Employee and Employee hereby accepts appointment as Chief Financial Officer for the Company,
subject to the terms and conditions of this Agreement. The term of this Agreement shall commence on the Effective Date and shall
continue for twelve (12) months (the “Term”). This Agreement shall automatically renew for subsequent
one (1) month terms unless terminated by either Party.


 


3. Use of the
Company Facilities, Equipment. Employee shall not have a dedicated workspace or equipment at the Company offices and shall
not have set hours for the performance of the Services. The Company may authorize use of certain Company facilities and services,
including, but not limited to, use of temporary office space and Company equipment related to authorized projects, as long as such
use does not interfere with the day-to-day operations of the Company.


 


4. Ownership
of Work Product. All work product developed by Employee, in whole or in part, either alone or jointly with others, during
the Term and any subsequent renewal term, which may relate in any manner to the actual or anticipated business, work, research
or development of the Company, or which result, to any extent, from the Services performed by Employee for the Company, or use
of the Company’s Confidential Information (as defined below), will be the sole property of the Company.


 


5. Compensation.
Employee shall be paid $120,000.00 USD per annum for Services the Company may reasonably request, to be paid in the following manner:


 






     


     


    

 


Fees payable in advance
on a monthly basis by the Company into an account nominated by the Employee in writing within 10 days of receipt of an invoice
issued at the end of each month by the Employee with an initial retainer in the amount of $10,000.00 due at the time of executing
this agreement.


 


The Company and Employee
agree to negotiate in good faith to increase Employee’s compensation upon an increase in duties or time committed to providing
services.


 


In addition, Employee
shall receive an option to purchase 50,000 shares with an exercise price equal to the Nasdaq closing price on the date of execution
of this Agreement. The option shall vest immediately and be exercisable for 10 years. The option shall be subject to a separate
agreement and have a cashless exercise provision.


 


6. Expenses. Company shall
promptly reimbursement Employee for travel related expenses incurred in the ordinary course of providing services outlined in this
agreement. Reimbursable expenses shall not be limited to but shall include costs of airfare, hotels, business meals when traveling,
and mileage reimbursement. Employee shall provide a formal accounting of all expenses including receipts on a monthly basis for
approval and payment. Payment will be deposited into an account nominated by the Employee in writing within 30 days after submission.


 


7. Termination.
This Agreement shall automatically renew unless terminated by either Party. This Agreement may be terminated upon mutual written
consent of the Employee and Company. At any time after the twelve (12) months hereof, Employee may terminate this Agreement (a)
upon ninety (90) days’ prior written notice to the Company or (b) immediately if Employee’s agent is subject to materially
diminished duties or responsibilities provided that should a replacement Chief Financial Officer be retained by the Company such
replacement shall not constitute diminished duties or responsibilities. The Company may terminate this Agreement without prior
notice and without further obligation for reasons of just cause (e.g., fraud, theft, conviction of a felony, improper or
dishonest action or significant acts of misconduct), on the part of Employee or any of Employee’s agents providing services
to the Company. The Company may terminate this Agreement without cause upon ninety (90) days’ written notice.


 


8. Notices.
All notices and other communications required hereunder must be in writing and shall be deemed to have been duly given only when
personally delivered or deposited in the US Postage Service, postage prepaid for first class delivery, as follows:


 


If to the Company:


 


Jerash Holdings
(US), Inc.


19/F, Ford
Glory Plaza


37-39 Wing
Hong Street


Cheung Sha
Wan, Kowloon


Hong Kong


Attn: Choi
Lin Hung


 


If to Employee:


 


Richard J.
Shaw


8481 Big
Cone Path


Liverpool, NY 13090


 






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or to such other addresses as either party
hereto shall furnish to the other by notice given in accordance with this section. Unless otherwise specified herein, such notices
or other communications shall be deemed received (i) the date delivered, if delivered personally, and (ii) five (5) days after
being sent, if sent via first class mail.


 


9. Confidentiality;
Non-Solicitation.


 


A. Employee shall keep
secret and retain the confidential nature of all Confidential Information (as defined herein) belonging to the Company and take
such other precautions with respect thereto as the Company, in its sole discretion, may reasonably request. Employee shall not
at any time, whether before or after the termination of this Agreement, use, copy, disclose or make available any Confidential
Information (as defined herein) to any corporation, governmental body, individual, partnership, trust or other entity (a “Person”);
except that Employee may use, copy or disclose to any Person any Confidential Information (as defined herein) (i) to the extent
required in the performance of the Services, (ii) to the extent it becomes publicly available through no fault of Employee, and
(iii) to the extent Employee is required to do so pursuant to applicable law or court order.


 


B. For purposes of
this Agreement, “Confidential Information” shall mean all information pertaining to the affairs and operations of the
Company that is not generally available to the public and that the Company desires to keep confidential, including, but not limited
to, trade secrets, inventions, financial information, information as to customers, clients or patients, and suppliers, sales and
marketing information, and all documents and other tangible items relating to or containing any such information. Employee acknowledges
that the Confidential Information is vital, sensitive, confidential and proprietary to the Company.


 


C. All Confidential
Information disclosed or made available by the Company to Employee shall at all times remain the personal property of the Company
and all documents, lists, plans, proposals, records, electronic media or devices and other tangible items supplied to Employee
that constitute or contain Confidential Information shall, together with all copies thereof, and all other property of the Company,
be returned to the Company immediately upon termination of this Agreement for whatever reason or sooner upon demand.


 


D. Employee acknowledges
that a breach of the provisions of this Section 9 shall cause irreparable harm to the Company for which it will have no adequate
remedy at law. Employee agrees that the Company may, in its sole discretion, obtain from a court of competent jurisdiction an injunction,
restraining order or other equitable relief in favor of itself restraining Employee from committing or continuing any such violation.
Any right to obtain an injunction, restraining order or other equitable relief hereunder will not be deemed a waiver of any right
to assert any other remedy which the Company may have in law or in equity.


 


E. Additionally, during
the Term, Employee shall not induce or solicit Company’s employees, agents, Employees, contractors, clients, and customers
away for the Company on its behalf or on behalf of any other company or person. Employee agrees that this Section 8, the scope
of the territory covered, the actions restricted thereby, and the duration of such covenant are reasonable and necessary to protect
the legitimate business interests of the Company.


 






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F. The confidentiality
and non-solicit obligations set forth herein shall survive for a period of twelve (12) months after the termination or expiration
of this Agreement.


 


10. Indemnification.
Employee and Company shall mutually indemnify, defend (with counsel chosen by the Company), and hold each other harmless from and
against any and all claims, losses, damages, liabilities, actions, costs and expenses, including, but not limited to, reasonable
legal fees and expenses, paid or incurred by the other party and arising directly and indirectly out of: (i) any breach of this
Agreement by the either party, (ii) any breach by either party of written policies or standards for the Company or (iii) any other
act or omission of either party. .


 


11. Miscellaneous.


 


A. Governing Law.
This Agreement shall be governed and controlled as to validity, enforcement, interpretation, construction, effect and in all other
respects by the laws of the State of New York and the federal laws of the United States applicable therein, without giving effect
to any choice of law or conflict of law rules or provisions that would cause the application of the laws of any jurisdiction. In
the event that any legal proceedings are commenced in any court with respect to any matter arising under this Agreement, Employee
and the Company hereto specifically consent and agree that the venue of any such action shall be in the courts of the State of
New York, County of Onondaga and each of Employee and the Company hereby waive any claim that such venue is an inconvenient forum
for the resolution of such proceeding.


 


B. Entire Agreement.
This Agreement constitutes the entire agreement of the Parties hereto and supersedes any prior agreement or understanding, whether
oral or written, between the Parties hereto with respect to the subject matter hereof. This Agreement may not be terminated, modified
or amended orally or by any course of conduct or usage of trade but only by an agreement in writing duly executed by the Parties
hereto.


 


C. Assignment.
This Agreement may not be assigned by either Party without the prior written consent of a duly authorized officer of the other
Party. The merger or consolidation of a Party, or the sale of all or substantially all of the assets or shares of a Party hereto,
shall not be deemed an assignment of this Agreement.


 


D. Counterparts.
This Agreement may be executed in one or more counterparts, including by means of facsimile or email, each of which shall be deemed
an original and all of which together shall constitute one and the same instrument.


 


E. Severability.
The invalidity of any provision of this Agreement or portion of a provision shall not affect the validity of any other provision
of this Agreement or the remaining portion of the applicable provision.





 


[Signature page follows.]


 






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In
Witness Whereof, the Parties have entered into this Employment Agreement as of the Effective Date set forth above.


 


	 	Jerash Holdings (US), Inc.
	 	 
	 	 
	 	By:	/s/ Choi Lin Hung
	 	Name: 	Choi Lin Hung
	 	Title:	President
	 	 
	 	 
	 	 
	 	 	/s/ Richard J. Shaw
	 	Name:	Richard J. Shaw
	 	Title:	Chief Financial Officer


 






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Exhibit A – Services


Assist in completion of S-1


 


Lead all SEC filing, including filings of 10Q and 10K


 


Ensure that adequate controls are established and maintained
over financial reporting


 


Investor relations matters


 


Work with other management team members, bankers, attorneys,
and accountants in evaluation, development, and execution of company strategy


 


Support M&A activities


 








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