Unassociated Document


    Exhibit
10.1

     

     

    EMPLOYMENT
AGREEMENT

    


    


    This
EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into, effective as
of March 18th 2009
(the “Effective Date”), by and between China Agritech, Inc., a Delaware
corporation (the “Company”), and Ming Fang Zhu, an individual (“Executive” and,
together with the Company, the “Parties”).

    


    WITNESSTH

    


    WHEREAS,
the Company wishes to ensure that it will have the benefits of Executive’s
services on the terms and conditions hereinafter set forth; and

    


    WHEREAS,
Executive desires to work for the Company on the terms and conditions
hereinafter set forth.

    


    NOW,
THEREFORE, in consideration of the various covenants and agreements hereinafter
set forth, the Parties hereto agree as follows:-

    


    
      	
              1.

            	
              Employment, Acceptance
      and Term

            


    

    


    
      	
               
      

            	
              The
      Company hereby employs Executive, and Executive hereby accepts employment
      with the Company, for a term commencing on the Effective Date and, unless
      sooner terminated in accordance with Paragraph 7 of this Agreement,
      continuing until March 17th,
      2012 (the “Term”).

            


    

    


    
      	
              2.

            	
              Place of
      work

            


    

    


    The
normal place of work will be Beijing as it may change from time to time;
provided, however, that the Executive shall travel and work both in PRC and
abroad, as may be required for the proper fulfillment of his
duties.

    


    
      	
              3.

            	
              Hours of
      Employment.

            


    

    


    The
Executive's normal hours of employment shall be the usual office hours of the
Company that the Company shall from time to time set for each
day.  The Company can at any time require the Executive to work such
hours outside the normal hours of employment as considered by the Company at its
sole discretion to be necessary for the efficient discharge of the duties of the
Executive.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              4.

            	
              Titles,
      Responsibilities and
Reporting

            


    

    


    
      	
               
      

            	
              During
      the Term, Executive shall serve as the Chief Operating Officer of the
      Company and devote his time and energy, attention, skills and ability to
      the business and affairs of the Company, including but not limited to the
      following:

            


    

     

    
      	
               
      

            	
              a)

            	
              Communicate
      the corporate vision to the internal members of the organization so that
      everyone understands their role in achieving these
  goals.

            


    

     

     

    
      	
               
      

            	
              b)

            	
              Ensuring
      that the action steps are taken to ensure that goals are
    met.

            


    

     

     

    
      	
               
      

            	
              c)

            	
              Develop
      action plans to achieve goals.

            


    

     

     

    
      	
               
      

            	
              d)

            	
              Others
      – To conduct other works as assigned reasonably by the CEO of
      Company.

            


    

    

 

    
      	
              5.

            	
              Compensation

            


    

    


    a.         Salary

    


    During
the Term, the Company shall pay Executive a base salary (the “Annual Base
Salary”) of US$36,000 per annum, payable in advance on a monthly
basis.

    


    b.         Taxes

    


    The
Executive shall be responsible for paying individual income taxes for any of his
compensation received from the Company.  If the Company is required to
withhold or otherwise pay taxes for the Executive, his compensation will be
reduced accordingly.

    


    
      	
              6.

            	
              Benefits

            


    

    


    Expenses.  During
the Term, the Company shall promptly reimburse Executive for all reasonable
out-of-pocket expenses actually incurred by him in connection with the
performance of his duties hereunder, upon the Executive’s presentation to the
Company of an itemized account of such expenditures, in accordance with Company
practices.

    


    


    
      	
              7.

            	
              Termination

            


    

    


    a.         Termination by the
Executive. The Executive may terminate the employment with the Company at
any time for any reason or no reason at all, upon one (1) month advance written
notice to the Company.  During such notice period the Executive shall
continue to diligently perform all of his duties hereunder.  The
Company shall have the option, in its sole discretion, to make the Executive's
termination effective at any time prior to the end of such notice period as long
as the Company pays the Executive the salary to which the Executive is entitled
up through the last day of the one (1) month notice
period.  Thereafter, all obligations of the Company shall
cease.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    b.         Termination upon
disability.  If, during the Term, Executive should become “Totally
Disabled”, then, in such event, the Company may terminate Executive’s
employment.  Such termination of the Term shall become effective five
(5) days after the Company gives written notice of such termination to
Executive, or to Executive’s spouse or legal representative.  If
Executive is terminated as aforesaid, Executive shall be entitled to receive the
Annual Base Salary through the date of termination.  The Company shall
pay Executive’s spouse or estate, as the case may be, any unpaid reimbursable
business expenses incurred through the last day of Executive’s employment by the
Company.

    For
purposes of this Agreement, “Totally Disabled” means a physical or mental
disability or infirmity of the Executive that prevents the normal performance of
substantially all his duties as Chief Operating Officer pursuant to Section 4 of
this Agreement, which disability or infirmity exists for any continuous period
of 180 days.

    


    c.         Termination without good
reason or with Cause.  If prior to the
expiration       of the Term, the Executive’s
employment is terminated by the Company for Cause, or the Executive resigns from
his employment hereunder other than for good reason, the Executive will be
entitled only to payment of his salary as then in effect through and including
the date of termination or resignation.  Termination for “Cause” means
termination of the Executive’s employment by the Company because
of:

    


    (i) 
any act or omission that constitutes a breach by the Executive of any of his
obligations under this Agreement or any Company policy or procedure and failure
to cure such breach after notice of, and a reasonable opportunity to cure, such
breach;

    


    (ii) 
the continued willful failure or refusal of the Executive to substantially
perform the duties reasonably required of his as an employee of the Company for
which he was hired;

    


    (iii) 
an alleged act (with credible substantiated evidence) of moral turpitude,
dishonesty, fraud or violation of laws, or criminal conviction of, the Executive
which in the determination of the board of directors of the Company (in its sole
discretion) would render his continued employment by the Company damaging or
detrimental to the Company or its affiliates in any way; or

    


    (iv) 
any misappropriation of Company property by the Executive.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    d.         This
Agreement may be terminated otherwise in accordance with PRC Laws.

     

    
      	
              8.

            	
              Acknowledgment of
      Company Assets

            


    

    


    The
Executive acknowledges that the Company, at the Company’s expense, has acquired,
created and maintains, and will continue to acquire, create and maintain,
significant goodwill with its current and prospective customers, vendors and
employees, and that such goodwill is valuable property of the
Company.  The Executive further acknowledges that to the extent such
goodwill will be generated through the Executive’s efforts, such efforts will be
funded by the Company and the Executive will be fairly compensated for such
efforts. The Executive acknowledges that all goodwill developed by the Executive
relative to the Company’s customers, vendors and employees will be the sole and
exclusive property of the Company and will not be personal to the
Executive.

    


    


    
      	
              9.

            	
              Exclusive
      Property

            


    

    


    The
Executive confirms that all confidential information is and will remain the
exclusive property of the Company.  All business records, papers and
documents kept or made by Executive relating to the business of the Company will
be and remain the property of the Company.  Upon termination of the
Executive’s employment with the Company for any reason, the Executive shall
promptly deliver to the Company all of the following that are in the Executive’s
possession or under his control: (i) all computers, telecommunication devices
and other tangible property of the Company and its affiliates, and (ii) all
documents and other materials, in whatever form, which include confidential
information or which otherwise relate in whole or in part to the present or
prospective business of the Company or its affiliates, including but not limited
to, drawings, graphs, charts, specifications, notes, reports, memoranda, and
computer disks and tapes, and all copies thereof.

    


    


    
      	
              10.

            	
              Non-Competition.

            


    

    


    For the
period of six months following the termination of the employment of the
Executive, the Executive shall not, either alone or jointly with others, whether
as principal, agent, consultant, director, partner, shareholder, employee or in
any other capacity, whether directly or indirectly through any other person,
firm or company, and whether for his own benefit or that of others, save as the
beneficial owner of shares or other securities of a body corporate whose shares
are quoted on a recognized stock exchange and which when aggregated with shares
or securities beneficially owned by his spouse,
children,  step-children, parents and parents' children total no more
than five percent of any single class of shares or securities in such corporate
body, be engaged or concerned or interested in or carry on any business
conducted in the USA, Hong Kong and the PRC which competes with any business
carried on by the Company or its affiliates at the date of such termination and
in which the Executive was involved at any time during the last one year of the
employment or in relation to which the Executive acquired any confidential
information during the course of his employment with the Company.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	
              11.

            	
              Binding
      Effect.

            


    

    


    
      	
               
      

            	
              Except
      as otherwise provided herein, this Agreement shall insure to the benefit
      of, and be binding upon, the Company and its successors and assigns, and
      upon Executive and his executors, administrators, heirs and legal
      representatives.

            


    

    


    


    
      	
              12.

            	
              Arbitration.

            


    

    


    
      	
               
      

            	
              Any
      dispute, controversy or claim arising out of or relating to this Agreement
      shall be settled by binding and final arbitration in Beijing city under
      the commercial arbitration rules of the People’s Republic of China then
      existing.  The decision of the arbitration shall be final and
      judgment on the arbitration award may be entered in any court having
      jurisdiction of the subject matter over the
  controversy.

            


    

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              13.

            	
              Governing
      Law.

            


    

    


    
      	
               
      

            	
              This
      Agreement shall be construed in accordance with and governed by the laws
      of the People’s Republic of China.

            


    

    


    


    
      	
              14.

            	
              Notices.

            


    

    


    
      	
               
      

            	
              Any
      notice required or permitted to be given hereunder shall be given in
      writing and may give by telex, telegram, facsimile transmission or similar
      method if confirmed by mail as herein provided and addressed as
      follows:

            


    

    


    
      
        	
                If
      to the Company:

              	
                China
      Agritech, Inc.

                Room
      3F, No. 11 Building, Zhonghong International

                Business
      Garden, Future Business Center

                Chaoyang
      North Road, Chaoyang District

                Beijing
      100024 

                
                  People's
      Republic of China

                

              
	 	 
	If
      to Executive:	
                Ming
      Fang Zhu

                E2903,
      No.16 of Baliqiao South Street,

                Tongzhou
      District,

                Beijing
      101100

                

                  People's
      Republic of China

                

              


      

       

      
      

    

    
      	
               
      

            	
              If
      sent postage prepaid by registered mail, return receipt is
      requested.  [Notice may be sent by hand delivery to any party at
      the address of the party first above set forth].  If notice,
      direction or instruction is given by telex, telegram or facsimile
      transmission or similar method or by hand delivery, it shall be deemed to
      have been given or made on the day on which it was given, and if mailed,
      shall be deemed to have been given or made on the third business day
      following the day after which it was mailed.  Any party may,
      from time to time, by like notice give notice of any change of address
      and, in such event, the address of such party shall be deemed to be
      changed accordingly.

            


    

    


    


    
      	
              15.

            	
              Entire
      Agreement.

            


    

    


    
      	
               
      

            	
              This
      Agreement constitutes the entire agreement between the Parties with
      respect to the subject matter hereof and supersedes any and all prior or
      contemporaneous oral and prior written agreements and
      understandings.

            


    

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              16.

            	
              Survivability.

            


    

    


    
      	
               
      

            	
              The
      provisions of this Agreement which by their terms call for performance
      subsequent to termination of the Term shall so survive any such
      termination.

            


    

    


    


    
      	
              17.

            	
              Counterparts.

            


    

    


    


    
      	
               
      

            	
              This
      Agreement may be executed in two counterparts and by different parties
      hereto in separate counterparts, each of which when executed shall be
      deemed to be an original but all of which taken together shall constitute
      one and the same agreement.

            


    

    


    IN
WITNESS WEREOF, each of the Parties hereto has duly executed this Agreement as
of the date and year first above written.

    


    


    CHINA
AGRITECH, INC.

    A
Delaware corporation

    


     

    
      
        
          	 	 	 	 	 	 
	By:
      	
                  /s/
      Yu Chang

                	 	 	
                   

                	 
	 	
                  Name:
      Yu Chang

                	 	 	
                   

                	 
	 	
                  Title:
      Chairman and CEO

                	 	 	
                   

                	 


        

      

       

       

      
        
          
            	 	 	 	 	 	 
	 	
                    
                      /s/
      Ming Fang Zhu

                    

                  	 	 	
                     

                  	 
	 	
                    Ming
      Fang Zhu