exv10w6



 






EXHIBIT 10.6




 









 








CORNERSTONE OVERSEAS INVESTMENTS, LIMITED




April 30, 2003




Mr. Henry Hu

Room 1007, Tower 2, Harbour Centre

8 Hok Cheng Street

Hung Hom

Kowloon

Hong Kong




Dear Henry:




     We are pleased to offer you the position of executive director with
Cornerstone Overseas Investments, Limited (the “Company”). Should you agree
with the terms and conditions of our offer as set out herein, please confirm
your acceptance of the same by signing on a copy of this letter and returning
the same to us.




	1.	 	Position and Duties
	 
	 	 	Service with Company. You will be employed by the Company as executive
director, and you will perform such reasonable employment duties as the
Company shall assign to you from time to time, including acting as an
officer or director of the Company’s affiliated companies as requested by
the Company. You will report to Jeff Hsieh.
	 
	 	 	Performance of Duties. You agree to serve the Company faithfully and to
the best of your ability. You hereby confirm that you are under no
contractual commitments inconsistent with your obligations set forth in
this Agreement.
	 
	 	 	During the term of your employment with the Company, you may continue to
operate your existing consulting business, in a manner that does not
interfere with the performance of your obligations under this Agreement.
Except for with respect to your existing consulting business, and except
as otherwise contemplated in this letter or as may be approved by the
Company, you will not render or perform services for any other
corporation, firm, entity or person, engagement or assignment that is
directly or indirectly in competition with the Company. While you remain
employed by the Company, you may participate in reasonable charitable
activities and personal investment activities so long as such activities
do not interfere with the performance of your obligations under this
Agreement.




 









 






	 	 	Location of Work. You will perform your duties at our offices or
elsewhere within or outside of Hong Kong as required from time to time.
Your duties may include substantial travel outside of Hong Kong.
	 
	 	 	Other rules and regulations. You will abide by the Company’s policies,
rules and regulations (as may be established or amended from time to time
at our sole and absolute discretion) which we may inform you of from time
to time in such manner as we may decide in our sole and absolute
discretion as appropriate, including but not limited to circulars,
electronic mails, memorandums, staff manuals and the Company’s intranet.
You will also abide by all applicable governmental laws, rules and
regulations.
	 
	2.	 	Commencement and Duration
	 
	 	 	Your employment with the Company will commence on May 1, 2003 (the
“Commencement Date”). This Agreement is deemed to commence on the
Commencement Date and will continue until terminated in accordance with
Section 5 of this letter.
	 
	3.	 	Remuneration
	 
	 	 	Salary. You will be paid a salary of US$250,000 per year payable monthly
in accordance with the Company’s normal payroll procedures and policies.
	 
	 	 	Expenses. The Company will pay or reimburse you for reasonable and
necessary out-of-pocket business expenses incurred by you in the
performance of your duties under this Agreement, subject to the Company’s
normal policies for submitting expense receipts for verification.
	 
	 	 	Share Grant. On the Commencement Date, the Company will issue to you,
without charge, shares of the Company with an aggregate value on the
Commencement date of US$1,000,000, as determined by the recently
completed valuation of the Company (the “Valuation”). You agree that for
three years from the date of grant, you will not, without consent of the
Company, sell or otherwise transfer the shares; provided, however, that
the foregoing restriction on sale or transfer of the Shares will only
apply for so long as you are employed by the Company or by Grand Toys
International, Inc. as described in Section 4.
	 
	 	 	Option Grant. On the Commencement Date the Company will grant you an
option to acquire that number of shares in the Company with a value on
the Commencement Date of US$2,000,000, as determined by the Valuation.
Such option shall be fully vested on the date of grant and shall be
exercisable one year from the date of grant. The option will expire ten
years from the date of grant. The exercise price per share will be the
per share value of the Company on the date of grant as determined by the
Valuation. The option shall not be assignable or transferable. You
agree that for three years from the date of exercise, you will not,
without consent of the Company, sell or otherwise transfer the shares
obtained upon exercise of the option; provided, however, that the
foregoing




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	 	 	restriction on sale or transfer of the Shares will only apply
for so long as you are employed by the Company or by Grand Toys
International, Inc. as described in Section 4.
	 
	 	 	Right of First Refusal. You agree that you will not sell, transfer or
otherwise dispose of any shares of capital stock of the Company
(“Shares”), without permitting Jeff Hsieh or the Company the opportunity
to acquire all or a portion of such Shares. You will give Jeff Hsieh and
the Company reasonable notice of your intention to sell, transfer or
otherwise dispose of the Shares and will offer Jeff Hsieh and the Company
the opportunity to acquire the Shares at a mutually agreed price which
shall be determined using the methodology used in the Valuation.
	 
	4.	 	Grand Toys International, Inc.
	 
	 	 	As you are aware, the Company is currently in discussions with Grand Toys
International, Inc. (“Grand”) concerning a series of transactions whereby
the Company would become a significant shareholder in Grand (the
“Transactions”) it is the Company’s intention that you should become
chairman of the board of Grand upon completion of the Transactions. You
agree that if requested by the Company, you will serve in this capacity.
You shall not be entitled to any additional compensation from the Company
for serving as a director of Grand, but shall be entitled to compensation
from Grand for serving as chairman, pursuant to its policies regarding
director compensation.
	 
	 	 	It is also contemplated that you will become chief executive officer of
Grand upon completion of the Transaction. It is the intention of
Cornerstone that the following terms and conditions would apply to your
employment as chief executive officer of Grand:






	•	 	You would receive a salary of US$250,000 per year;
	 
	•	 	You would participate in heath insurance, life
insurance, pension plans and other benefits that are offered to
executive officers of Grand; and
	 
	•	 	You would be entitled to share grants and option
grants as may be approved by the board of directors of Grand or
its compensation committee in accordance with Grand’s policies.
The Company contemplates that you would receive a grant of
373,440 shares of Grand and an option to acquire an additional
500,000 shares of Grand. The option would be fully vested and
would be exercisable one year from the date of Grant.






	 	 	You understand that Cornerstone is not able to promise you any specific
terms and conditions of employment with Grand or that you will become the
chief executive officer of Grand. Cornerstone will, however, use good
faith efforts to persuade the board of directors of Grand to offer you
employment as chief executive officer of Grand upon the terms set forth
above or on substantially equivalent terms.




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	 	 	The Company anticipates that it may, upon your appointment as chief
executive officer of Grand, enter into a consulting arrangement with you
in lieu of this employment agreement, subject to consent of Grand to such
arrangement. It is contemplated that should your salary and stock-based
compensation as chief executive officer of Grand be less than
contemplated by the Company above or its substantial equivalent,
Cornerstone would, under such consulting agreement, compensate you for
consulting work in cash and shares of Grand in quantities sufficient to
make up the difference.
	 
	 	 	If, despite your best efforts, you are not appointed chairman and chief
executive officer of Grand within a reasonable period of time after
closing of the Transactions, the Company will assign to you 373,440
shares of Grand held by the Company and shall grant you an option to
acquire an additional 500,000 shares of Grand held by the Company. Such
option will be fully vested and shall be exercisable beginning one year
after the date of grant. The exercise price shall be the fair market
value on the date of grant.
	 
	5.	 	Termination
	 
	 	 	This agreement will automatically terminate in the event that you become
the chief executive officer of Grand. In such event, the Company may
enter into a consulting agreement with you, upon mutually agreeable
terms, subject to the consent of Grand to such arrangement.
	 
	 	 	Either party may terminate this contract of employment by giving the
other three (3) months’ notice in writing or by agreeing to make a payment
of wages in lieu of the notice entitlement.
	 
	 	 	Notwithstanding the aforementioned, we may dismiss you without notice or
payment in lieu thereof pursuant to Section (9) of the Ordinance if you
(a) willfully disobey our lawful and reasonable order; or (b) conduct
yourself in such a manner to be inconsistent with an employee’s due and
faithful discharge of its duties; or (c) you have acted fraudulently or
dishonestly; or (d) you habitually neglect your duties; (e) you engage in
gross or willful misconduct; (e) you are convicted of a serious crime;
(f) you violate the terms of this employment agreement; (g) you engage in
conduct that may be damaging to or reflect poorly upon the Company or its
affiliates, including Grand; or (h) any other grounds on which an
employer would be entitled to terminate an employment contract without
notice at Common Law (collectively, “for cause”).
	 
	 	 	On termination of your employment you shall immediately return to the
Company, in accordance with any instructions which may be given to you,
all items of property belonging to the Company in your possession or
under your control including customer lists, sales records, technical
information and data, specifications, software manuals, correspondence,
notes, reports, papers and other documents (together with any summaries,
extracts or copies thereof), Company car, keys, credit cards, passes and
tools. You must, if so required by the




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	 	 	Company, confirm in writing that
you have complied with your obligations under this provision.
	 
	6.	 	Non-Competition
	 
	 	 	You agree that during the term of this Agreement or any extension
thereof, and for a period of one year after the termination of this
Agreement, that you will not, without the Company’s prior written
consent: (a) compete with the business activities of the Company or its
affiliates as they currently are as of the date of this agreement and
also as they may be on the date of termination or accept employment with
a competitor of the Company or its affiliates; (b) solicit any person,
firm, or entity who, at any time during a one-year period preceding the
termination of this Agreement, was a customer, vendor, supplier,
distributor, consultant, agent, manufacturer or other business contact of
the Company or its affiliates, with the sole exception that you may
conduct business (provided you do not breach any other term or provision
of this Agreement) with any entity who was previously known to or
associated with you; or (c) solicit to leave or hire other individuals
who were employees of the Company or its affiliates on the date you left
the Company.
	 
	 	 	You agree that the limitations set forth above are reasonable in time and
geographic scope and, if any provision hereof is held invalid or
unenforceable, the remainder shall nevertheless remain in full force and
effect and that this Agreement shall be enforced to the broadest possible
extent. In particular, you agree that if any court of competent
jurisdiction or arbitration panel shall determine that the duration or
geographical limit of the foregoing non-competition covenant is invalid
or unenforceable, it is the intention of you and of the Company that it
shall not be terminated thereby but shall be deemed to have been amended
to the extent required to render it valid and enforceable, such amendment
to apply only with respect to the jurisdiction of the court making such
adjudication.
	 
	7.	 	Confidential Information
	 
	 	 	Except in the proper performance of your duties, you will not either
during your employment or at any time afterwards use or communicate to
any person, and during your employment you will use your best endeavours
to prevent the disclosure of, any information of a confidential nature
concerning the business of the Company or of any person having dealings
with it and which comes to your knowledge during the course of your
employment, unless an officer of the Company expressly authorises in
writing such disclosure or use.
	 
	 	 	By way of illustration but not limitation, confidential information
includes inventions, discoveries, developments and improvements,
know-how, techniques, designs, processes, formulae and data, plans for
research, development, new products, marketing, and selling, information
regarding business plans and budgets, unpublished financial statements,
licenses, prices and costs, and




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	 	 	information concerning suppliers and
customers that has not been publicly displayed.
	 
	8.	 	Governing Law
	 
	 	 	Your employment with the Company shall be governed by and construed in
accordance with the laws of the Special Administrative Region of Hong
Kong of the People’s Republic of China and the parties hereby submit to
the Hong Kong courts or Labour Tribunal in respect of any dispute or
matter arising out of or in connection with this employment agreement.
	 
	9.	 	Personal Data
	 
	 	 	You unconditionally and irrevocably consent to the Company’s disclosure
and/or transfer of any personal data collected from you.
	 
	10.	 	Miscellaneous
	 
	 	 	This offer shall be in substitution for any subsisting agreement or
arrangement (oral or otherwise) which we may have with you which shall be
deemed to have been terminated by mutual consent as from the Commencement
Date.
	 
	 	 	The expiration or termination of the employment with us howsoever arising
shall not operate to affect such of the provisions in this letter which
are expressed to operate or have effect thereafter.
	 
	 	 	In the event of any variation of the remuneration payable to you pursuant
to the terms of this letter being made by our mutual consent such
variation shall not constitute a new offer but (subject to any express
mutual agreement to the contrary) your employment with us hereunder shall
continue subject in all respects to the terms and conditions as set out
herein with such variation as aforementioned.
	 
	 	 	Should any provision of this letter and the terms and conditions set out
herein be found by any court of competent jurisdiction to be invalid or
unenforceable for any reason, the invalidity of such provision shall not
affect the other provisions of this letter and all provisions not
affected by such invalidity shall remain in full force and effect.
Notwithstanding the aforementioned, if a provision is held to be invalid
because of its extent (in terms of time, geographical coverage and
otherwise) such term shall be reduced in scope to ensure its validity and
shall be read and continue to form part of the terms and conditions
herein as if the original extent had been reduced.
	 
	 	 	Any delay by us in exercising our rights under this letter shall not
constitute a waiver of any of our rights hereunder.




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	 	Sincerely,
	 
	 	/s/
Jeff Hsieh

	

	 	

	

	 	Jeff Hsieh






I hereby accept the terms of the offer 

as set out above in this letter and 

agree to be bound by such terms and 

conditions as set out herein.

 

/s/ Henry Hu




			
	
	 
	 	 
	Date:

	
	 







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