China Gengsheng Minerals, Inc.: Exhibit 10.1 - Filed by newsfilecorp.com






EMPLOYMENT AGREEMENT

     THIS AGREEMENT is dated as of
January 1, 2012 by and between China GengSheng Minerals, Inc., a Nevada
corporation with its principal office at No. 88 Gengsheng Road, Dayugou Town,
Gongyi, Henan Province, People’s Republic of China (the “Company”), and Shunqing
Zhang, residing at Governmental Courtyard, Da Yugou Town, Gongyi City Henan
Province Zip Code 451271 (“Executive”).

W I T N E S S E T H:

     WHEREAS, the Company is desirous
of engaging Shunqing Zhang as its Chief Executive Officer and he is agreeable to
being so appointed on the terms and conditions hereinafter set forth.

     NOW, THEREFORE, in consideration
of the mutual promises set forth in this Agreement, the parties agree as
follows:

     1. Employment and
Duties.

          (a)
Subject to the terms and conditions hereinafter set forth, the Company hereby
employs Shunqing Zhang as its Chief Executive Officer, and he shall have the
duties and responsibilities associated with a Chief Executive officer of a
public corporation. During the Term, as hereinafter defined, Executive shall
report to the Company’s board of directors. Executive shall also perform such
other duties and responsibilities as may be determined by the Company’s board of
directors as long as such duties and responsibilities are consistent with those
of the Company’s Chief Executive Officer.

          (b)
Executive shall also serve in such executive capacity or capacities with respect
to any affiliate of the Company to which he may be elected or appointed,
provided that such duties are consistent with those of the Company’s Chief
Executive Officer. During the Term, Executive shall receive no additional
compensation for services rendered pursuant to this Section 1(b). For purposes
of this Agreement, the term “affiliate” shall mean an entity that is controlled
by the Company.

          (c)
Unless terminated earlier as provided in Section 5 of this Agreement, this
Agreement shall have an initial term (the “Initial Term”) commencing as of the
date of this Agreement and expiring on December 31, 2013 and continuing on a
year-to-year basis thereafter unless terminated by either party on not less than
thirty (30) days notice prior to the expiration of the Initial Term or any
one-year extension. The Initial Term and the one-year extensions are
collectively referred to as the “Term.”

     2. Performance. Executive
hereby accepts the employment contemplated by this Agreement. During the Term,
he shall devote substantially all of his business time to the performance of his
duties under this Agreement, and shall perform such duties diligently, in good
faith and in a manner consistent with the best interests of the Company.

     3. Compensation and Other
Benefits.

          (a)
(i) For his services to the Company during the Term, the Company shall pay
Executive an annual salary (“Salary”) at the rate of RMB500,000. All Salary
payments shall be payable in such installments as the Company regularly pays its
employees in accordance with normal payroll practices.

          (b)
During the Term, Executive shall be eligible for such bonuses, payments and
increases in Salary as shall be determined by the Compensation Committee in its
sole discretion.




     4. Reimbursement of
Expenses. The Company shall reimburse Executive, upon presentation of proper
expense statements, for all authorized, ordinary and necessary out-of-pocket
expenses reasonably incurred by Executive during the Term in connection with the
performance of his services pursuant to this Agreement hereunder in accordance
with the Company’s expense reimbursement policy.

     5. Termination of
Employment.

          (a)
This Agreement and Executive’s employment hereunder shall terminate immediately
upon his death.

          (b)
This Agreement and Executive’s employment pursuant to this Agreement, may be
terminated by him or the Company on not less than thirty (30) days’ written
notice in the event of Executive’s Disability. The term “Disability” shall mean
any illness, disability or incapacity of Executive which prevents him from
substantially performing his regular duties for a period of three (3)
consecutive months or four (4) months, even though not consecutive, in any
twelve (12) month period. However, if Executive is covered by long-term
disability insurance, the Company may not terminate this Agreement pursuant to
this Section 5(b) unless he is eligible for disability payments under his
long-term disability insurance.

          (c)
The Company may terminate this Agreement and Executive’s employment pursuant to
this Agreement for cause with no notice. The term “cause” shall mean:

                    (i)
Repeated failure to perform material instructions from the Company’s board of
directors, provided that such instructions are reasonable and consistent with
his duties as set forth in Section 1 of this Agreement or any other failure or
refusal by Executive to perform his duties required by said Section 1; provided,
however, that Executive shall have received notice from the board of directors
specifying the nature of such failure in reasonable detail and he shall have
failed to cure the failure within ten (10) business days after receipt of such
notice:

                    (ii)
a breach of Section 6, 7 or 8 of this Agreement;

                    (iii)
a breach of trust whereby Executive obtains personal gain or benefit at the
expense of or to the detriment of the Company;

                    (iv)
his use of illegal substances;

                    (v)
his abuse of alcohol continuing after written notice from the board of directors
or ;

                    (vi)
any fraudulent or dishonest conduct by Executive or any other conduct by him,
which damages the Company or any of its affiliates or their property, business
or reputation;

                    (vii)
a conviction of or plea of nolo contendere by Executive of (A) any felony or (B)
any other crime involving fraud, theft, embezzlement or use or possession of
illegal substances; or

                    (viii)
the admission by Executive of any matters set forth in Section 5(c)(vii) of this
Agreement.

                    (ix)
failure to ensure that the Company’s filings with the Securities and Exchange
Commission are on time;

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                    (x)
failure to ensure the accuracy of Company’s filings with the Securities and
Exchange Commission.

          (d)
Executive’s resignation prior to the expiration of the Term, other than for Good
Reason shall be treated in the same manner as a termination for cause. The term
“Good Reason” shall mean:

                    (i)
Any material breach by the Company of its obligations under this Agreement which
are not cured within ten (10) business days after notice from Executive which
sets forth in reasonable detail the nature of the breach.

                    (ii)
Any change in Executive’s duties such that Executive is no longer the Company’s
Chief Financial Officer, unless such change was made with his consent.

                    (iii)
Any action on the part of the Company which impairs Executive’s ability to
exercise his duties as the Company’s Chief Executive Officer.

     6. Trade Secrets and
Proprietary Information. Executive recognizes and acknowledges that the
Company, through the expenditure of considerable time and money, has developed
and will continue to develop in the future information concerning customers,
clients, marketing, products, services, business, research and development
activities and operational methods of the Company and its customers or clients,
contracts, financial or other data, technical data or any other confidential or
proprietary information possessed, owned or used by the Company, the disclosure
of which could or does have a material adverse effect on the Company, its
business, any business it proposes to engage in, its operations, financial
condition or prospects and that the same are confidential and proprietary and
considered “confidential information” of the Company for the purposes of this
Agreement. In consideration of his employment and engagement as Chief Executive
Officer, Executive agrees that he will not, during or after the Term, without
the consent of the Company’s board of directors, make any disclosure of
confidential information now or hereafter possessed by the Company, to any
person, partnership, corporation or entity either during or after the Term here
of, except that nothing in this Agreement shall be construed to prohibit him
from using or disclosing such information (a) if such disclosure is necessary in
the normal course of the Company’s business in accordance with Company policies
or instructions or authorization from the board of directors or executive
committee, (b) such information shall become public knowledge other than by or
as a result of disclosure by a person not having a right to make such
disclosure, (c) complying with legal process; provided, that in the event he is
required to make disclosure pursuant to legal process, he shall give the Company
prompt notice thereof and the opportunity to object to the disclosure, or (d)
subsequent to the Term, if such information shall have either (i) been developed
by his independent of any of the Company’s confidential or proprietary
information or (ii) been disclosed to him by a person not subject to a
confidentiality agreement with or other obligation of confidentiality to the
Company. For the purposes of Sections 6, 7 and 8 of this Agreement, the term
“Company” shall include the Company, its parent, its subsidiaries and its
affiliates.

     7. Covenant Not To Solicit or
Compete.

          (a)
During the period from the date of this Agreement until one (1) year following
the date on which Executive’s employment is terminated, he will not, directly or
indirectly:

                    (i)
Persuade or attempt to persuade any person or entity which is or was a customer,
client or supplier of the Company to cease doing business with the Company, or
to reduce the amount of business it does with the Company (the terms “customer”
and “client” as used in this Section 7 to include any potential customer or client to whom the Company
submitted bids or proposals, or with whom the Company conducted negotiations,
during the term of Executive’s employment hereunder or during the twelve (12)
months preceding the termination of his employment);

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                    (ii)
solicit for himself or any other person or entity other than the Company the
business of any person or entity which is a customer or client of the Company,
or was a customer or client of the Company within one (1) year prior to the
termination of his employment; or

                    (iii)
persuade or attempt to persuade any employee of the Company, or any individual
who was an employee of the Company during the one (1) year period prior to the
lawful and proper termination of this Agreement, to leave the Company’s employ,
or to become employed by any person or entity other than the Company.

          (b)
Executive acknowledges that the restrictive covenants (the “Restrictive
Covenants”) contained in Sections 6 and 7 of this Agreement are a condition of
his employment and are reasonable and valid in geographical and temporal scope
and in all other respects. If any court determines that any of the Restrictive
Covenants, or any part of any of the Restrictive Covenants, is invalid or
unenforceable, the remainder of the Restrictive Covenants and parts thereof
shall not thereby be affected and shall remain in full force and effect, without
regard to the invalid portion. If any court determines that any of the
Restrictive Covenants, or any part thereof, is invalid or unenforceable because
of the geographic or temporal scope of such provision, such court shall have the
power to reduce the geographic or temporal scope of such provision, as the case
may be, and, in its reduced form, such provision shall then be enforceable.

     8. Inventions and
Discoveries. Executive agrees promptly to disclose in writing to the Company
any invention or discovery made by him during the period of time that this
Agreement remains in full force and effect, whether during or after working
hours, in any business in which the Company is then engaged or which otherwise
relates to any product or service dealt in by the Company and such inventions
and discoveries shall be the Company’s sole property. Executive acknowledges
that any such invention or discovery developed by him and any intellectual
property rights relating thereto shall be considered as “work performed for
hire.” In the event that any such intellectual property rights are not, for any
reason, deemed work performed for hire, Executive hereby assigns to the Company
any and all of his right, title and interest therein to the Company. Upon the
Company’s request, Executive shall execute and assign to the Company all
applications for copyrights and patents of the United States and such foreign
countries as the Company may designate, and Executive shall execute and deliver
to the Company such other instruments as the Company deems necessary to confirm
the Company’s sole ownership of all rights, title and interest in and to such
inventions and discoveries, as well as all copyrights and/or patents. If
services in connection with applications for copyrights and/or patents are
performed by Executive at the Company’s request after the termination of his
employment hereunder, the Company shall pay him reasonable compensation for such
services rendered after termination of this Agreement.

     9. Injunctive Relief.
Executive agrees that his violation or threatened violation of any of the
provisions of Sections 6, 7 or 8 of this Agreement shall cause immediate and
irreparable harm to the Company. In the event of any breach or threatened breach
of any of said provisions, Executive consents to the entry of preliminary and
permanent injunctions by a court of competent jurisdiction prohibiting him from
any violation or threatened violation of such provisions and compelling him to
comply with such provisions. In the event an injunction is issued against any
such violation by Executive, the period referred to in Section 7 of this
Agreement shall continue until the later of the expiration of the period set
forth therein or one (1) month from the date a final judgment enforcing such
provisions is entered and the time for appeal has lapsed. The provisions of Sections 6, 7, 8 and 9
of this Agreement shall survive any termination of this Agreement and
Executive’s employment pursuant to this Agreement.

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     10. Miscellaneous.

          (a)
Executive represents, warrants, covenants and agrees that he has a right to
enter into this Agreement, that he is not a party to any agreement or
understanding, oral or written, which would prohibit performance of his
obligations under this Agreement, and that he will not use in the performance of
his obligations hereunder any proprietary information of any other party which
he is legally prohibited from using.

          (b)
If requested by the Company, Executive will cooperate with the Company in
connection with the Company’s application to obtain key-man life insurance on
his life, on which the Company will be the beneficiary. Such cooperation shall
include the execution of any applications or other documents requiring his
signature and submission of insurance applications and submission to a
physical.

          (c)
Any notice, consent or communication required under the provisions of this
Agreement shall be given in writing and sent or delivered by hand, overnight
courier or messenger service, against a signed receipt or acknowledgment of
receipt, or by registered or certified mail, return receipt requested, or
telecopier or similar means of communication if receipt is acknowledged or if
transmission is confirmed by mail as provided in this Section 10(c), to the
parties at their respective addresses set forth at the beginning of this
Agreement or by telecopier to the Company at ____________or to Executive at
___________, with notice to the Company being sent to the attention of the
individual who executed this Agreement on behalf of the Company. Either party
may, by like notice, change the person, address or telecopier number to which
notice is to be sent. If no telecopier number is provided for Executive, notice
to him shall not be sent by telecopier.

          (d)
This Agreement shall in all respects be construed and interpreted in accordance
with, and the rights of the parties shall be governed by, the laws of the State
of New York applicable to contracts executed and to be performed wholly within
such State, without regard to principles of conflicts of laws. The parties
hereto agree to submit to the exclusive jurisdiction of the state and federal
courts of New York, New York.

          (e)
If any term, covenant or condition of this Agreement or the application thereof
to any party or circumstance shall, to any extent, be determined to be invalid
or unenforceable, the remainder of this Agreement, or the application of such
term, covenant or condition to parties or circumstances other than those as to
which it is held invalid or unenforceable, shall not be affected thereby and
each term, covenant or condition of this Agreement shall be valid and be
enforced to the fullest extent permitted by law, and any court having
jurisdiction may reduce the scope of any provision of this Agreement, including
the geographic and temporal restrictions set forth in Section 7(a) of this
Agreement, so that it complies with applicable law.

          (f)
This Agreement constitutes the entire agreement of the Company and Executive as
to the subject matter hereof, superseding all prior or contemporaneous written
or oral understandings or agreements, including any and all previous employment
agreements or understandings, all of which are hereby terminated, with respect
to the subject matter covered in this Agreement. This Agreement may not be
modified or amended, nor may any right be waived, except by a writing which
expressly refers to this Agreement, states that it is intended to be a
modification, amendment or waiver and is signed by both parties in the case of a
modification or amendment or by the party granting the waiver. No course of
conduct or dealing between the parties and no custom or trade usage shall be
relied upon to vary the terms of this Agreement. The failure of a party to insist upon strict
adherence to any term of this Agreement on any occasion shall not be considered
a waiver or deprive that party of the right thereafter to insist upon strict
adherence to that term or any other term of this Agreement.

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          (g)
Neither party hereto shall have the right to assign or transfer any of its or
his rights hereunder except in connection with a merger or consolidation of the
Company or a sale by the Company of all or substantially all of its business and
assets.

          (h)
This Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective heirs, successors, executors, administrators and
permitted assigns.

          (i)
The headings in this Agreement are for convenience of reference only and shall
not affect in any way the construction or interpretation of this Agreement.

          (j)
No delay or omission to exercise any right, power or remedy accruing to either
party hereto shall impair any such right, power or remedy or shall be construed
to be a waiver of or an acquiescence to any breach hereof. No waiver of any
breach hereof shall be deemed to be a waiver of any other breach hereof
theretofore or thereafter occurring. Any waiver of any provision hereof shall be
effective only to the extent specifically set forth in an applicable writing.
All remedies afforded to either party under this Agreement, by law or otherwise,
shall be cumulative and not alternative and shall not preclude assertion by such
party of any other rights or the seeking of any other rights or remedies against
any other party.

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

	 	CHINA GENGSHENG MINERALS, INC. 
	 	  
	 	  
	 	By: /s/Shunqing Zhang 
	 	         Shunqing
      Zhang 
	 	         Chairman and
      Chief Executive Officer 
	 	  
	 	  
	 	  
	 	  
	 	Executive: 
	 	  
	 	  
	 	/s/ Shunqing Zhang 
	 	Shunqing Zhang 


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