EX-10.3






Exhibit 10.3




EMPLOYMENT AGREEMENT




     This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of Column A by
and between Linkage Technologies International Holdings Limited, a company incorporated and
existing under the laws of the Cayman Islands (the “Company”) and Column B, 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 parent companies, subsidiaries, affiliates, or subsidiaries or affiliates of its parent
companies (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 Column C (the “Employment”) of
the Company.
	 
	2.	 	TERM
	 
	 	 	Subject to the terms and conditions of this Agreement, the initial term of the Employment
shall be three years, commencing on Column D (the “Effective Date”), until
Column D, unless terminated earlier pursuant to the terms of this Agreement. Upon
expiration of the initial three-year term, the Employment shall be automatically extended
for successive one-year terms unless either party gives the other party hereto a prior
written notice to terminate the Employment prior to the expiration of such one-year term or
unless terminated earlier pursuant to the terms of this Agreement.
	 
	3.	 	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/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 of
any entity other than the Company and any subsidiary or affiliate of the Company, and shall
not be concerned or interested in the business or entity that competes with that carried on
by the Company (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.
	 
	4.	 	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; (iii) that the Executive is not bound by any confidentiality,
trade secret or similar agreement (other than this) with any other person or entity except
for other member(s) of the Group, as the case may be.





	5.	 	LOCATION
	 
	 	 	The Executive will be based in Column E, China until both parties hereto agree to
change otherwise.
	 
	6.	 	COMPENSATION AND BENEFITS






	 	(a)	 	Cash Compensation. The Executive’s cash compensation (inclusive of
the statutory welfare reserves that the Company is required to set aside for the
Executive under applicable law) shall be provided by the Company pursuant to
Schedule A hereto, subject to annual review and adjustment by the Company or
the compensation committee of the Board.
	 
	 	(b)	 	Equity Incentives. To the extent the Company adopts and maintains a
share incentive plan, the Executive will be eligible for participating in such plan
pursuant to the terms thereof as determined by the Company.
	 
	 	(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 travel/holiday plan.






	7.	 	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 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




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	 	 	 	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, as determined under the
long-term disability insurance program of the Company or, as reasonably determined
by the Board, which renders the Executive unable to carry out the responsibilities
and functions of the position held by the Executive for a period of not less than
180 consecutive 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 one-month
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 resign upon one-month prior
written notice to the Company.
	 
	 	(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) zof this Agreement relied upon in effecting the termination.






	8.	 	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 client’s
and/or prospective client’s 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 client’s and/or
prospective client’s 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 client
and/or prospective client, and shall be returned to the Company and/or the Company’s
client and/or prospective client 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 in strict confidence; the Executive shall not disclose these
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.
	 
	 	 	 	“Trade Secrets” means information deemed confidential by the Company,
treated by the Company or which the Executive know or ought reasonably to




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	 	 	 	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 agrees that he/she has
not and will not, during the term of his/her employment, (i) improperly use or
disclose any proprietary information or trade secrets of any former employer, unless
the former employer has been acquired by the Company, or other person or entity with
which the Executive has an agreement or duty to keep in confidence information
acquired by Executive, if any, or (ii) bring into the premises of Company any document
or confidential or proprietary information belonging to such former employer, person
or entity unless consented to in writing by such former employer, person or entity.
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.
	 
	9.	 	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 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 or she has an interest,




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	 	 	 	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 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 assign 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 Material. In the event of the Executive’s
termination of employment with the Company for any reason whatsoever, 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 Executive will not retain or take with him or her any
tangible materials or electronically stored data, containing or pertaining to any
confidential information that 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.




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	10.	 	CONFLICTING EMPLOYMENT.
	 
	 	 	The Executive hereby agrees that, during the term of his/her employment with the Company,
he will not engage in any other employment, occupation, consulting or other business
activity related to the business in which the Company is now involved or becomes involved
during the term of the Executive’s employment, nor will the Executive engage in any other
activities that conflict with his/her obligations to the Company without the prior written
consent of the Company.
	 
	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 agree that
during the term of the Employment and for a period of two years 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, in 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 Section 12 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 12 shall survive the termination of this Agreement for any reason. In the
event the Executive breaches this Section 12, 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.




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	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(s) 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.
	 
	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 has not entered into this Agreement in reliance upon any
representation, warranty or undertaking which is not set forth in this Agreement. Any
amendment to this Agreement must be in writing and signed by the Executive and the Company.
	 
	16.	 	GOVERNING LAW
	 
	 	 	This Agreement shall be governed by and construed in accordance with the law of the State
of New York, USA.
	 
	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.




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	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.
	 
	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 intentionally has been intentionally left blank.]




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




	 	 	 	 	 	 	 
	 	 	LINKAGE TECHNOLOGIES INTERNATIONAL HOLDINGS LIMITED	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Linkage Technologies International Holdings Limited	 	 
	 

	 	Name:
	 	 

SUN Libin
	 	 
	 

	 	Title:
	 	Chairman	 	 
	 
	 	 	 	 	 	 
	 

	 	Executive	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Signature:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Name:	 	 	 	 






 









 






Schedule A




Cash Compensation




	 	 	 	 	 
	 	 	Amount	 	Pay Period
	Base Salary

	 	     
	 	Payable in 12 equal monthly installments for each calendar year
	 
	 	 	 	 
	Bonus

	 	     
	 	Once per year, if applicable






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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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	 	 	Column A	 	Column B	 	Column C	 	Column D	 	Column E
	1

	 	January 1st, 2009
	 	Sun Libin
	 	Chief Executive Officer
	 	January 1st, 2009
	 	December 31st, 2012
	 	Nanjing
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	2

	 	January 1st, 2009
	 	Liu Guoxiang
	 	President
	 	January 1st, 2009
	 	December 31st, 2012
	 	Nanjing
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	3

	 	January 1st, 2009
	 	Huang Xiwei
	 	Senior Vice President and Chief Operation Officer
	 	January 1st, 2009
	 	December 31st, 2012
	 	Nanjing
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	4

	 	February 1st, 2009
	 	Kirk Yang
	 	Senior Vice President and Chief Financial Officer
	 	February
1st, 2009
	 	December 31st, 2012
	 	Hong Kong







12