exv10w4






Exhibit 10.4




EMPLOYMENT AGREEMENT




     This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of _____________,
by and between Bitauto Holdings Limited, a company incorporated and existing under the laws of the
Cayman Islands (the “Company”) and _____________, an individual (the “Executive”).
The term “Company” as used herein with respect to all obligations of the Executive hereunder shall
be deemed to include the Company and all of its direct or indirect subsidiaries and affiliates
(collectively, the “Group”).



RECITALS



A. The Company desires to employ the Executive and to assure itself of the services of the
Executive during the term of Employment (as defined below).



B. The Executive desires to be employed by the Company during the term of Employment and under the
terms and conditions of this Agreement.




AGREEMENT





	 	 	The parties hereto agree as follows:
	 
	1.	 	POSITION
	 
	 	 	The Executive hereby accepts a position of _____________ (the “Employment”) of the
Company.
	 
	2.	 	TERM
	 
	 	 	Subject to the terms and conditions of this Agreement, the initial term of the Employment
shall be ______ years, commencing on ___________, 20__ (the “Effective Date”), until
___________, 201__, unless terminated earlier pursuant to the terms of this Agreement. Upon
expiration of the initial term, the Employment shall be automatically extended for
successive one-year terms unless either party gives the other party hereto a thirty days’
prior written notice to not renew the Employment upon the expiration of such one-year term
or unless terminated earlier pursuant to the terms of this Agreement.
	 
	3.	 	PROBATION
	 
	 	 	There is no probation period for the Employment.
	 
	4.	 	DUTIES AND RESPONSIBILITIES
	 
	 	 	The Executive’s duties at the Company will include all jobs assigned by the Board of
Directors of the Company (the “Board”) or, if authorized by the Board, by the
Company’s Chief Executive Officer.
	 
	 	 	The Executive shall devote all of his/her working time, attention and skills to the
performance of his/her duties at the Company and shall faithfully and diligently serve the
Company in accordance with this Agreement and the guidelines, policies and procedures of the
Company approved from time to time by the Board.




 









 






	 	 	The Executive shall use his/her best efforts to perform his/her duties hereunder. The
Executive shall not, without the prior written consent of the Board, become an employee or
consultant of any entity other than the Company and/or any member of the Group, and shall
not carry on or be interested in the business or entity that competes with that carried on
by the Group (any such business or entity, a “Competitor”), provided that nothing in
this clause shall preclude the Executive from holding any shares or other securities of any
Competitor that is listed on any securities exchange or recognized securities market
anywhere. The Executive shall notify the Company in writing of his/her interest in such
shares or securities in a timely manner and with such details and particulars as the Company
may reasonably require.
	 
	5.	 	NO BREACH OF CONTRACT
	 
	 	 	The Executive hereby represents to the Company that: (i) the execution and delivery of this
Agreement by the Executive and the performance by the Executive of the Executive’s duties
hereunder shall not constitute a breach of, or otherwise contravene, the terms of any other
agreement or policy to which the Executive is a party or otherwise bound, except for
agreements that are required to be entered into by and between the Executive and any member
of the Group pursuant to applicable law of the jurisdiction where the Executive is based, if
any; (ii) that the Executive has no information (including, without limitation, confidential
information and trade secrets) relating to any other person or entity which would prevent,
or be violated by, the Executive entering into this Agreement or carrying out his/her duties
hereunder; and (iii) that the Executive is not bound by any confidentiality, trade secret or
similar agreement with any other person or entity except for other member(s) of the Group,
as the case may be.
	 
	6.	 	LOCATION
	 
	 	 	The Executive will be based in Beijing, China until both parties hereto agree to change
otherwise.
	 
	7.	 	COMPENSATION AND BENEFITS






	 	(a)	 	Cash Compensation. The Executive’s cash compensation shall be
provided by the Company pursuant to Schedule A hereto, subject to annual review
and adjustment by the Board.
	 
	 	(b)	 	Equity Incentives. To the extent the Company adopts and maintains a
share incentive plan, including but not limited to the 2006 Share Incentive Plan and
the 2010 Share Incentive Plan, the Executive will be eligible for participating in such
plans pursuant to the terms and conditions thereof as determined by the Board, and any
award granted thereunder will be governed by an award agreement to be entered into
separately between the Company and the Executive.
	 
	 	(c)	 	Benefits. The Executive is eligible for participation in any standard
employee benefit plan of the Company that currently exists or may be adopted
by the Company in the future, including, but not limited to, any retirement plan, life
insurance plan, health insurance plan and annual holiday plan.






	8.	 	TERMINATION OF THE AGREEMENT






	 	(a)	 	By the Company. The Company may terminate the Employment for cause,
at any time, without advance notice or remuneration, if (1) the Executive is convicted
or pleads guilty
to a felony or to an act of fraud, misappropriation or embezzlement, (2) the
Executive has




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	 	 	 	been negligent or acted dishonestly to the detriment of the Company,
(3) the Executive has engaged in actions amounting to misconduct or failed to
perform his/her duties hereunder and such failure continues after the Executive is
afforded a reasonable opportunity to cure such failure, (4) the Executive has died,
or (5) the Executive has a disability which shall mean a physical or mental
impairment which, as reasonably determined by the Board, renders the Executive
unable to perform the essential functions of his/her employment with the Company,
even with reasonable accommodation that does not impose an undue hardship on the
Company, for more than 180 days in any 12-month period, unless a longer period is
required by applicable law, in which case that longer period would apply. In
addition, the Company may terminate the Employment without cause, at any time, upon
thirty days’ prior written notice to the Executive. Upon termination without cause,
the Company shall provide compensation to the Executive as expressly required by
applicable law of the jurisdiction where the Executive is based.
	 
	 	(b)	 	By the Executive. The Executive may terminate the Employment at any
time with a thirty days’ prior written notice to the Company, if (1) there is any
significant change in the Executive’s authorities and responsibilities inconsistent in
any material and adverse respect with his/her title and position, or (2) there is a
material reduction in the Executive’s annual salary before the next annual salary
review. In addition, the Executive may resign prior to the expiration of this
Agreement if such resignation is approved by the Board or an alternative arrangement
with respect to the Employment is agreed to by the Board.
	 
	 	(c)	 	Notice of Termination. Any termination of the Executive’s employment
under this Agreement shall be communicated by written notice of termination from the
terminating party to the other party. The notice of termination shall indicate the
specific provision(s) of this Agreement relied upon in effecting the termination.






	9.	 	CONFIDENTIALITY AND NONDISCLOSURE






	 	(a)	 	Confidentiality and Non-disclosure. In the course of the Executive’s
services, the Executive may have access to the Company and/or the Company’s clients’
and/or prospective clients’ trade secrets and confidential information, including but
not limited to those embodied in memoranda, manuals, letters or other documents,
computer disks, tapes or other information storage devices, hardware, or other media or
vehicles, pertaining to the Company and/or the Company’s clients’ and/or prospective
clients’ business. All such trade secrets and confidential information are considered
confidential. All materials containing any such trade secret and confidential
information are the property of the Company and/or the Company’s clients and/or
prospective clients, and shall be returned to the Company and/or the Company’s clients
and/or prospective clients upon expiration or earlier termination of this Agreement.
The Executive shall not directly or indirectly disclose or use any such trade secret or
confidential information, except as required in the performance of the Executive’s
duties in connection with the Employment, or pursuant to applicable law.
	 
	 	(b)	 	Trade Secrets. During and after the Employment, the Executive shall
hold the Trade Secrets (as defined below) in strict confidence; the Executive shall not
disclose the Trade Secrets to anyone except other employees of the Company who have a
need to know the
Trade Secrets in connection with the Company’s business. The Executive shall not
use the Trade Secrets other than for the benefits of the Company.




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	 	 	 	“Trade Secrets” means information deemed confidential by the Company,
treated by the Company or which the Executive knows or ought reasonably to have
known to be confidential, and trade secrets, including without limitation designs,
processes, pricing policies, methods, inventions, conceptions, technology, technical
data, financial information, corporate structure and know-how, relating to the
business and affairs of the Company and its subsidiaries, affiliates and business
associates, whether embodied in memoranda, manuals, letters or other documents,
computer disks, tapes or other information storage devices, hardware, or other media
or vehicles. Trade Secrets do not include information generally known or released
to public domain through no fault of the Executive.
	 
	 	(c)	 	Former Employer Information. The Executive represents and agrees that,
during the term of his/her employment with the Company, he/she has not improperly used
or disclosed, and will not improperly use or disclose, any proprietary information or
trade secrets of any former employer or other person or entity with which the Executive
has an agreement to keep in confidence information acquired by the Executive, if any.
The Executive will indemnify the Company and hold it harmless from and against all
claims, liabilities, damages and expenses, including reasonable attorneys’ fees and
costs of suit, arising out of or in connection with any violation of the foregoing.
	 
	 	(d)	 	Third Party Information. The Executive recognizes that the Company may
have received, and in the future may receive, from third parties their confidential or
proprietary information subject to a duty on the Company’s part to maintain the
confidentiality of such information and to use it only for certain limited purposes.
The Executive agrees that the Executive owes the Company and such third parties, during
the Executive’s employment by the Company and thereafter, a duty to hold all such
confidential or proprietary information in the strictest confidence and not to disclose
it to any person or firm and to use it in a manner consistent with, and for the limited
purposes permitted by, the Company’s agreement with such third party.






	 	 	This Section 9 shall survive the termination of this Agreement for any reason. In the
event the Executive breaches this Section 9, the Company shall have right to seek remedies
permissible under applicable law.






	10.	 	INVENTIONS






	 	(a)	 	Inventions Retained and Licensed. The Executive has attached hereto, as
Schedule B, a list describing all inventions, ideas, improvements, designs and
discoveries, whether or not patentable and whether or not reduced to practice, original
works of authorship and trade secrets made or conceived by or belonging to the
Executive (whether made solely by the Executive or jointly with others) that (i) were
developed by the Executive prior to the Executive’s employment by the Company
(collectively, “Prior Inventions”), (ii) relate to the Company’ actual or
proposed business, products or research and development, and (iii) are not assigned to
the Company hereunder; or, if no such list is attached, the Executive represents that
there are no such Prior Inventions. Except to the extent set forth in Schedule
B, the Executive hereby acknowledges that, if in the course of his/her service for
the Company, the Executive incorporates into a Company product, process or machine a
Prior Invention owned by the Executive or in which he/she has an interest, the
Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable,
perpetual, worldwide right and license (which may be freely transferred by the
Company to any other person or entity) to make, have made, modify, use, sell,
sublicense and




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	 	 	 	otherwise distribute such Prior Invention as part of or in connection
with such product, process or machine.
	 
	 	(b)	 	Disclosure and Assignment of Inventions. The Executive understands that
the Company engages in research and development and other activities in connection with
its business and that, as an essential part of the Employment, the Executive is
expected to make new contributions to and create inventions of value for the Company.
	 
	 	 	 	From and after the Effective Date, the Executive shall disclose in confidence to the
Company all inventions, improvements, designs, original works of authorship,
formulas, processes, compositions of matter, computer software programs, databases,
mask works and trade secrets (collectively, the “Inventions”), which the
Executive may solely or jointly conceive or develop or reduce to practice, or cause
to be conceived or developed or reduced to practice, during the period of the
Executive’s Employment at the Company. The Executive acknowledges that
copyrightable works prepared by the Executive within the scope of and during the
period of the Executive’s Employment with the Company are “works for hire” and that
the Company will be considered the author thereof. The Executive agrees that all
the Inventions shall be the sole and exclusive property of the Company and the
Executive hereby assigns all his/her right, title and interest in and to any and all
of the Inventions to the Company or its successor in interest without further
consideration.
	 
	 	(c)	 	Patent and Copyright Registration. The Executive agrees to assist the
Company in every proper way to obtain for the Company and enforce patents, copyrights,
mask work rights, trade secret rights, and other legal protection for the Inventions.
The Executive will execute any documents that the Company may reasonably request for
use in obtaining or enforcing such patents, copyrights, mask work rights, trade secrets
and other legal protections. The Executive’s obligations under this paragraph will
continue beyond the termination of the Employment with the Company, provided that the
Company will reasonably compensate the Executive after such termination for time or
expenses actually spent by the Executive at the Company’s request on such assistance.
The Executive appoints the Secretary of the Company as the Executive’s attorney-in-fact
to execute documents on the Executive’s behalf for this purpose.
	 
	 	(d)	 	Return of Confidential Materials. In the event of the Executive’s
termination of employment with the Company for any reason whatsoever, the Executive
agrees promptly to surrender and deliver to the Company all records, materials,
equipment, drawings, documents and data of any nature pertaining to any confidential
information or to his/her employment, and the Executive will not retain or take with
him/her any tangible materials or electronically stored data, containing or pertaining
to any confidential information that the Executive may produce, acquire or obtain
access to during the course of his/her employment.






	 	 	This Section 10 shall survive the termination of this Agreement for any reason. In the
event the Executive breaches this Section 10, the Company shall have right to seek remedies
permissible under applicable law.
	 
	11.	 	NON-COMPETITION AND NON-SOLICITATION
	 
	 	 	In consideration of the base salary provided to the Executive by the Company hereunder, the
adequacy of which is hereby acknowledged by the parties hereto, the Executive agrees that
during




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	 	 	the term of the Employment and for a period of one year following the termination of
the Employment for whatever reason:






	 	(a)	 	The Executive will not approach clients, customers or contacts of the Company
or other persons or entities introduced to the Executive in the Executive’s capacity as
a representative of the Company for the purposes of doing business with such persons or
entities which will harm the business relationship between the Company and such persons
and/or entities;
	 
	 	(b)	 	unless expressly consented to by the Company, the Executive will not assume
employment with or provide services as a director or otherwise for any Competitor, or
engage, whether as principal, partner, licensor or otherwise, any Competitor; and
	 
	 	(c)	 	unless expressly consented to by the Company, the Executive will not seek
directly or indirectly, by the offer of alternative employment or other inducement
whatsoever, to solicit the services of any employee of the Company employed as at or
after the date of such termination, or in the year preceding such termination.






	 	 	The provisions contained in this Section 11 are considered reasonable by the Executive and
the Company. In the event that any such provisions should be found to be void under
applicable laws but would be valid if some part thereof was deleted or the period or area of
application reduced, such provisions shall apply with such modification as may be necessary
to make them valid and effective.
	 
	 	 	This Section 11 shall survive the termination of this Agreement for any reason. In the
event the Executive breaches this Section 11, the Executive acknowledges that there will be
no adequate remedy at law, and the Company shall be entitled to injunctive relief and/or a
decree for specific performance, and such other relief as may be proper (including monetary
damages if appropriate). In any event, the Company shall have right to seek all remedies
permissible under applicable law.
	 
	12.	 	WITHHOLDING TAXES
	 
	 	 	Notwithstanding anything else herein to the contrary, the Company may withhold (or cause
there to be withheld, as the case may be) from any amounts otherwise due or payable under or
pursuant to this Agreement such national, provincial, local or any other income, employment,
or other taxes as may be required to be withheld pursuant to any applicable law or
regulation.
	 
	13.	 	ASSIGNMENT
	 
	 	 	This Agreement is personal in its nature and neither of the parties hereto shall, without
the consent of the other, assign or transfer this Agreement or any rights or obligations
hereunder; provided, however, that (i) the Company may assign or transfer this Agreement or
any rights or obligations hereunder to any member of the Group without such consent, and
(ii) in the event of a merger, consolidation, or transfer or sale of all or substantially
all of the assets of the Company with or to any other individual or entity, this Agreement
shall, subject to the provisions hereof, be binding upon and inure to the benefit of such
successor and such successor shall discharge and perform all the promises, covenants,
duties, and obligations of the Company hereunder.




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	14.	 	SEVERABILITY
	 
	 	 	If any provision of this Agreement or the application thereof is held invalid, the
invalidity shall not affect other provisions or applications of this Agreement which can be
given effect without the invalid provisions or applications and to this end the provisions
of this Agreement are declared to be severable.
	 
	15.	 	ENTIRE AGREEMENT
	 
	 	 	This Agreement constitutes the entire agreement and understanding between the Executive and
the Company regarding the terms of the Employment and supersedes all prior or
contemporaneous oral or written agreements concerning such subject matter. The Executive
acknowledges that he/she has not entered into this Agreement in reliance upon any
representation, warranty or undertaking which is not set forth in this Agreement.
	 
	16.	 	GOVERNING LAW
	 
	 	 	This Agreement shall be governed by and construed in accordance with the law of the State of
New York, U.S.A.
	 
	17.	 	AMENDMENT
	 
	 	 	This Agreement may not be amended, modified or changed (in whole or in part), except by a
formal, definitive written agreement expressly referring to this Agreement, which agreement
is executed by both of the parties hereto.
	 
	18.	 	WAIVER
	 
	 	 	Neither the failure nor any delay on the part of a party to exercise any right, remedy,
power or privilege under this Agreement shall operate as a waiver thereof, nor shall any
single or partial exercise of any right, remedy, power or privilege preclude any other or
further exercise of the same or of any right, remedy, power or privilege, nor shall any
waiver of any right, remedy, power or privilege with respect to any occurrence be construed
as a waiver of such right, remedy, power or privilege with respect to any other occurrence.
No waiver shall be effective unless it is in writing and is signed by the party asserted to
have granted such waiver.
	 
	19.	 	NOTICES
	 
	 	 	All notices, requests, demands and other communications required or permitted under this
Agreement shall be in writing and shall be deemed to have been duly given and made if (i)
delivered by hand, (ii) otherwise delivered against receipt therefor, or (iii) sent by a
recognized courier with next-day or second-day delivery to the last known address of the
other party.
	 
	20.	 	COUNTERPARTS
	 
	 	 	This Agreement may be executed in any number of counterparts, each of which shall be deemed
an original as against any party whose signature appears thereon, and all of which together
shall constitute one and the same instrument. This Agreement shall become binding when one
or more counterparts hereof, individually or taken together, shall bear the signatures of
all of the parties reflected hereon as the signatories. Photographic copies of such signed
counterparts may be used in lieu of the originals for any purpose.




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	21.	 	NO INTERPRETATION AGAINST DRAFTER
	 
	 	 	Each party recognizes that this Agreement is a legally binding contract and acknowledges
that such party has had the opportunity to consult with legal counsel of choice. In any
construction of the terms of this Agreement, the same shall not be construed against either
party on the basis of that party being the drafter of such terms.





[Remainder of this page has been intentionally left blank.]




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IN WITNESS WHEREOF, this Agreement has been executed as of the date first written above.




	 	 	 	 	 	 	 

	 	 	Bitauto Holdings Limited	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Executive	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Signature:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 






 









 





Schedule A




Cash Compensation



	 	 	 	 	 	 	 	 	 
	 	 	Amount	 	 	Pay Period	 
	Base Salary
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Cash Bonus
	 	 	 	 	 	 	 	 






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Schedule B




List of Prior Inventions



	 	 	 	 	 
	 	 	 	 	Identifying Number
	Title	 	Date	 	or Brief Description
	 

	 	 
	 	 










______ No inventions or improvements




______ Additional Sheets Attached




Signature of Executive: ________________




Print Name of Executive: _______________




Date: ____________









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