Golden Elephant Glass Technology, Inc: Exhibit 10.1 - Prepared by TNT FIlings Inc.




  




Exhibit 10.1 

GOLDEN ELEPHANT GLASS TECHNOLOGY, INC.


123 Chuangye Road, Haizhou District 

Fuxin City, Liaoning, 123000 

People’s Republic of China 

March 3, 2009 


By Hand Delivery 


Hong Tan 

Dear Ms. Tan: 

The purpose of this
letter (this "Agreement") is to confirm the terms of your
employment with GOLDEN ELEPHANT GLASS TECHNOLOGY, INC. and certain of its
operating subsidiaries: 

1. 


Duties. You will be employed as the Chief Financial Officer of GOLDEN
ELEPHANT GLASS TECHNOLOGY, INC. and its subsidiaries (collectively, the "Group"),
subject to the supervision of the Board of Directors. You will directly report
to the Chief Executive Officer of the Group. Your duties will include, but not
be limited to, management of the accounting and financial strategy of the Group,
implementing the Group’s business plan as the most senior financial officer of
the Group, and you will also have responsibility for (i) all financial
management and accounting for the Group, (ii) compliance with local GAAP
principles (and in a form that can be converted into US GAAP) and all applicable
regulatory authorities, and (iii) supervising the Group’s compliance with any
SEC reporting obligations, its internal controls and other corporate governance
obligations, the Sarbanes-Oxley Act and other applicable securities laws. You
shall devote your entire business time, energies, attention and abilities to the
business of the Group unless otherwise authorized by the board of directors.
During your employment by the Group, you shall not engage in any activity or
have any business interest which in any manner interferes with the proper
performance of your duties, conflicts with the interest of the Group or brings
into disrepute the business reputation of the Group. 

2. 


Salary. Your salary will be at the rate of 200,000 Renminbi (RMB 200,000)
per year, to be paid in monthly installments or otherwise in accordance with the
Group’s normal payroll practices. 

3. 


Bonus. You shall be eligible for a bonus, which will be payable in the
sole discretion of the Board of Directors of the Group based upon your
performance and the Group’s performance during any year of your employment with
the Group. 

4. 


Term of Employment. The term of this Agreement shall commence on the date
hereof and shall continue for a period of two (2) years; provided that
the Group may terminate your employment for reasonable cause at its discretion
at any time and without penalty or any obligation to make severance payment.




5. 


Vacation. You shall be entitled to accrue up to 30 paid vacation days per
year. You may not take more than 15 vacation days consecutively. All vacation
days will be taken at times mutually agreed by you and the Group and will be
subject to the business needs of the Group. Vacation days will not be carried
over to future years of employment. 

6. 


Incentive and Other Plans. You will be entitled to participate in such
pension, major medical, life insurance and other plans and benefit programs as
may be made available from time to time to employees of the Group having
responsibilities comparable to yours and under the terms of which you are
eligible to participate. 

7. 


Group Policies. You shall at all times be subject to and comply with
policies, rules and procedures of the Group then in effect, including without
limitation with respect to hours of work, holidays, vacation and sick leave and
pay, conflict of interest, improper payments, political contributions and
payments to government officials. 

8. 


Assignment of Intellectual Property. You hereby assign to the Group all
rights to any inventions, techniques, processes, concepts, ideas, programs,
source codes, formulae, research and development and marketing plans, whether or
not patentable or copyrightable, made, conceived or reduced to practice by you
during the course of your employment by the Group. 

9. 


Covenants. During your employment by the Group and at all times
thereafter, you shall not (a) disrupt, disparage, impair or interfere with the
business of the Group or (b) disclose to anyone else, directly or indirectly,
any proprietary or business sensitive information concerning the business of the
Group or use, or permit or assist, by acquiescence or otherwise, anyone else to
use, directly or indirectly, any such information. Such information shall
include information not previously made generally available to the public or to
the trade by the Group’s management, with respect to the Group’s or any of its
affiliates’ products, facilities, applications and methods, trade secrets and
other intellectual property, systems, procedures, manuals, confidential reports,
product price lists, customer lists, technical information, financial
information (including the revenues, costs or profits associated with any of the
Group’s products), business plans, prospects or opportunities, or other
information to the extent not generally known to the public which, if released
to unauthorized persons, could be detrimental to the reputation or business
interests of the Group or parties with which the Group contracts or which would
permit such person to benefit improperly. Such information does not include any
information which is or becomes generally available to the public or is
generally known in the industry or industries in which the Group operates other
than as a result of disclosure by you in violation of this agreement. 


10. 


Group Property. Upon termination of your employment for any reason, you
shall promptly deliver to the Group all property belonging to Group, in whatever
form, and shall not retain any copies of any correspondence, reports, lists or
other documents relating in any way to the affairs of the Group or its clients.


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11. 


Non-Solicitation. During the term of your employment by the Group and for
a period of two (2) years following the termination of your employment, whether
voluntary or involuntary, you shall not, directly or indirectly: 

(a) 

solicit customers
or business patronage of the Group or any of its affiliates, or 

(b) 


approach or attempt to induce any person who is then in the employ of the Group
to leave the employ of the Group or employ or attempt to employ any person who
was in the employ of Group at any time during the prior twelve months. 


12. 


Non-Competition. In addition to, and not in lieu of, any other
agreement(s) not to compete with, solicit employees or customers of, or solicit
others having a relationship with, the Group, you agree that during the term of
your employment by Group and for two (2) years after the termination of your
employment with the Group (the "Non-Competition Period"), you shall not,
directly or indirectly, engage in, or have any ownership interest in, any
person, firm, corporation, undertaking or business (whether as an executive,
officer, director, employee, agent, security holder, consultant, investor or
similar position) that engages in business of manufacturing glass products in
the Northeast region of China ("Competitive Business"). Notwithstanding the
above, you may own, as an investor, holdings as part of a portfolio investment
through mutual funds or other funds pooling investments in different
corporations (the stock of which is publicly traded) some of which may be
engaging in a Competitive Business, in each case when any and all the investment
and voting decisions with respect to such voting stock are made by an
unaffiliated third party fund manager. You may also serve as a shareholder,
director, employee or officer of any entity that is not engaged in a Competitive
Business. 

13. 


Notices. All notices hereunder shall be to the parties’ addresses set
forth above for the Group and on the Signature Page for you, in writing and
given by registered or certified mail, return receipt requested, postage and
registration fees prepaid, and shall be deemed given when so mailed. The
addresses set forth herein may be changed by notice given in the manner set
forth in this Section. 

14. 


Miscellaneous. This Agreement (a) shall be governed by, and construed in
accordance with, the laws of the State of Nevada, without regard for the
conflict of laws principles thereof, (b) shall inure to the benefit of, and
shall be binding upon, the parties hereto and their respective heirs, legal
representatives and assigns, (c) may not be changed orally but only by an
agreement in writing signed by the party against whom any waiver, change,
amendment, notification or discharge is sought, and (d) contains the entire
agreement between the parties hereto with respect to the subject matter hereof
and supersedes all prior agreements, oral or written, between the parties
hereto. The invalidity of all or any part of any section of this Agreement shall
not render invalid the remainder of this Agreement. If any provision of this
Agreement is so broad as to be unenforceable, such provision shall be
interpreted to be only so broad as is enforceable. 

[Signature Page Follows] 

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	 	Very truly yours,
	 	 
	 	GOLDEN ELEPHANT GLASS TECHNOLOGY, INC.
	 	 
	 	By: /s/ Lihui Song                                              
    
	 	Name: Lihui Song
	 	Title: President and Chief Executive Officer
	 	 
	ACCEPTED AND AGREED TO AS OF	 
	THE DATE FIRST ABOVE WRITTEN:	 
	 	 
	/s/ Hong Tan                                                      
    	 
	Hong Tan	 
	 	 
	Address:	 



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