China BAK Bettery, Inc.: Exhibit 10.1 - Filed by newsfilecorp.com






Exhibit 10.1 

EMPLOYMENT AGREEMENT 

This EMPLOYMENT AGREEMENT (the “Agreement”), is dated as
of January 7, 2013 by and between China BAK Battery, Inc., a corporation
incorporated under the laws of the State of Nevada, U.S. (the “Company”) and
Danny Pan (the “Employee”). 

RECITALS 

A. The Company has appointed the Employee as its Chief
Financial Officer and the Employee has accepted such appointment for the term of
Employment (as defined below). 

B. In connection with such appointment, the Company and the
Employee desire to enter into this Agreement setting forth the terms and
conditions of the Employment. 

AGREEMENT 

		
      The parties hereto agree as follows:

	 	 
	1. 	
      POSITION

	 	 
		
      The Employee hereby accepts a position of Chief Financial
      Officer (the “Employment”) of the Company.

	 	 
	2. 	
      TERM

	 	 
		
      Subject to the terms and conditions of this Agreement,
      the initial term of the Employment shall commence on January 7, 2013 (the
      “Effective Date”), until January 7, 2015, unless terminated sooner
      pursuant to the terms of this Agreement. Upon expiration of the initial
      term, the Employment shall be automatically extended for successive
      one-year terms unless either party gives the other party hereto a
      one-month prior written notice to terminate the Employment prior to the
      expiration of such term or unless terminated sooner pursuant to the terms
      of this Agreement.

	 	 
	3. 	
      PROBATION

	 	 
		
      No probationary period.

	 	 
	4. 	
      DUTIES AND RESPONSIBILITIES

	 	 
		
      The Employee’s duties at the Company will include all
      jobs assigned by the Company’s Board of Directors (the “Board”) or
      officers senior to the Employee.

	 	 
		
      The Employee shall devote all of his or her working time,
      attention and skills to the performance of his or her duties at the
      Company and shall faithfully and diligently serve the Company in
      accordance with this Agreement, the articles of association and by-laws of
      the Company, and the guidelines, policies and procedures of the Company
      approved from time to time by the Board.

	 	 
		
      The Employee shall use his or her best endeavor to
      perform his or her duties hereunder. The Employee 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 any 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 Employee from holding less than 5% of any class of
equity securities of any Competitor that are listed on any securities exchange
or recognized securities market anywhere. The Employee shall notify the Company
in writing of his or her interest in such shares or securities in a timely
manner and with such details and particulars as the Company may reasonably
require.







	 	
       
	5. 	
      LOCATION

	 	 
		
      The Employee will be based in Shenzhen China. The Company
      reserves the right to transfer or send the Employee to any location in
      China or elsewhere in accordance with its operational
  requirements.

	 	 
	6. 	
      COMPENSATION AND
BENEFITS




	 	(a) 	
      Cash Compensation. The Employee’s cash
      compensation (including salary) shall be provided by the Company pursuant
      to Schedule A hereto, subject to annual review and adjustment by
      the Company.

	 	 	 
	 	(b) 	
      Equity Incentives. To the extent the Company
      adopts and maintains a share incentive plan, the Employee will be eligible
      for participating in such plan pursuant to the terms thereof as determined
      by the Company.

	 	 	 
	 	(c) 	
      Benefits. The Employee 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, disability insurance plan and travel/holiday plan.
      If the Employee elects, the Company shall pay the reasonable cost of
      membership for the Employee, his or her spouse and dependent children not
      greater than twenty-one (21) years of age, for a private patient medical
      plan, with a reputable medical expense insurance scheme as the Company
      shall decide from time to time.




	7. 	
      TERMINATION OF THE
AGREEMENT




	
       
	
      (a) 
	
      By the Company.

	
       
	
       
	
       

	
       
		
      (i) The Company may terminate the Employment for cause,
      at any time, without notice or remuneration, if (1) the Employee is
      convicted or pleads guilty to a felony or to an act of fraud,
      misappropriation or embezzlement, (2) the Employee has been negligent or
      acted dishonestly to the detriment of the Company, or (3) the Employee has
      engaged in actions amounting to misconduct or failed to perform his or her
      duties hereunder and such failure continues after the Employee is afforded
      a reasonable opportunity to cure such failure.

	
       
	
       
	
       

	
       
		
      (ii) In addition, the Company may terminate the
      Employment without cause, at any time, upon one-month written notice. The
      Company shall have the option, in its sole discretion, to make the Employee’s
termination effective at any time prior to the end of such notice period as long
as the Company pays the Employee all compensation to which the Employee is
entitled up through the last day of the one-month notice period.



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(iii) If the Employee’s employment is
terminated by the Company without cause (other than by reason of disability or
death), the Employee shall receive, within 30 days following termination, a lump
sum payment of (i) any earned but unpaid salary through the date of termination,
and (ii) any earned but unpaid bonus for any calendar year preceding the year in
which the termination occurs. In addition, subject to the Employee having
completed the probation period, if any, and the Employee’s compliance with
Sections 8, 9 and 10 below, the Employee shall receive continued payments of his
or her salary: (i) for one month following a termination effective prior to the
first anniversary of the Effective Date; (ii) for two months following a
termination effective prior to the second anniversary of the Effective Date;
(iii) for three months following a termination effective prior to the third
anniversary of the Effective Date; and (iv) for three months following a
termination effective at any time after the third anniversary of the Effective
Date. The Employee shall have no further rights to any compensation (including
any salary or bonus) or any other benefits under this Agreement. If the Employee
is terminated for cause pursuant to this Section 7(a), he or she shall be
entitled to receive only his or her salary through the date of termination and
he shall have no further rights to any compensation (including any salary or
bonus) or any other benefits under this Agreement.

(iv) All other benefits, if any, due
to the Employee following a termination with or without cause shall be
determined in accordance with the plans, policies and practices of the Company;
provided, however, that the Employee shall not participate in any
severance plan, policy or program of the Company.

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	 	(b) 	
      By the Employee. The Employee may terminate the
      Employment at any time with a minimum of three-month prior written notice
      to the Company, if (1) there is a material reduction in the Employee’s
      authority, duties and responsibilities, or (2) there is a material
      reduction in the Employee’s annual salary before the next annual salary
      review. In addition, the Employee may resign prior to the expiration of
      the Agreement if such resignation is approved by the Board of Directors of
      the Company (the “Board”) or an alternative arrangement with respect to
      the Employment is agreed to by the Board. Upon a termination by the
      Employee pursuant to this Section 7(b), the Employee shall be entitled to
      his or her salary through the date of such termination and he shall have
      no further rights to any compensation (including any salary or bonus) or
      any other benefits under this Agreement. All other benefits, if any, due
      to the Employee following termination pursuant to this Section 7(b) shall
      be determined in accordance with the plans, policies and practices of the
      Company; provided, however, that the Employee shall not
      participate in any severance plan, policy or program of the
  Company.




	8. 	
      CONFIDENTIALITY AND NONDISCLOSURE

	 	 
		
      In the course of the Employee’s services, the Employee
      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 Employee shall not directly or
      indirectly disclose or use any such trade secret or confidential
      information, except as required in the performance of the Employee’s
      duties in connection with the Employment, or pursuant to applicable
      law.

	 	 
		
      During and after the Employment, the Employee shall hold
      the Trade Secrets in strict confidence; the Employee 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 Employee 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 Employee
      knows or ought reasonably to 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 the public domain
      through no fault of yours.



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      This Section 8 shall survive the termination of this
      Agreement for any reason. In the event the Employee breaches this Section
      8, the Company shall have right to seek remedies permissible under
      applicable law.

	 	 
	9. 	
      INVENTIONS ASSIGNMENT

	 	 
		
      The Employee 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 Employee is
      expected to make new contributions to and create inventions of value for
      the Company.

	 	 
		
      From and after the Effective Date, the Employee 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 Employee 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
      Employee’s Employment at the Company. The Employee acknowledges that
      copyrightable works prepared by the Employee within the scope of and
      during the period of the Employee’s Employment with the Company are “works
      for hire” and that the Company will be considered the author thereof. The
      Employee agrees that all the Inventions shall be the sole and exclusive
      property of the Company and the Employee hereby assign all his or 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.

	 	 
		
      The Employee 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 Employee 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 Employee’s obligations under this paragraph will continue beyond the
      termination of the Employment with the Company, provided that the Company
      will compensate the Employee at a reasonable rate after such termination
      for time or expenses actually spent by the Employee at the Company’s
      request on such assistance. The Employee appoints the Secretary of the
      Company as the Employee’s attorney-in-fact to execute documents on the
      Employee’s behalf for this purpose.

	 	 
		
      This Section 9 shall survive the termination of this
      Agreement for any reason. In the event the Employee breaches this Section
      9, the Company shall have right to seek remedies permissible under
      applicable law.

	 	 
	10. 	
      NON-COMPETITION

	 	 
		
      In consideration of the salary paid to the Employee by
      the Company, the Employee agrees that during the term of the Employment
      and for a period of one year following the termination of the Employment
      for whatever reason:




	 	(a) 	
      the Employee will not approach clients, customers or
      contacts of the Company or other persons or entities introduced to the
      Employee in the Employee’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;



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	 	(b) 	
      unless expressly consented to by the Company, the
      Employee will not assume employment with or provide services as a director
      or otherwise for any Competitor in the People’s Republic of China or such
      other territories where the Company carries on its business or part
      thereof (the “Territory”), or engage, whether as principal,
      partner, licensor or otherwise, in any Competitor that carries on its
      business or part thereof in the Territory; and

	 	 	 
	 	(c) 	
      unless expressly consented to by the Company, the
      Employee 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.




		
      For purposes of this Section 10, a “Competitor” of the
      Company shall not include an entity that generates 10% or less of its
      revenues from battery products and services similar to those provided by
      the Company, except that if the Employee is employed by, or provides
      services as a director or otherwise to, a subsidiary or divisional
      business of such an entity, such subsidiary or divisional business shall
      be deemed a “Competitor” if it generates more than 10% of its revenues
      from battery products and services similar to those provided by the
      Company. The provisions provided in Section 10 shall be separate and
      severable, enforceable independently of each other, and independent of any
      other provision of this Agreement.

	 	 
		
      The provisions contained in Section 10 are considered
      reasonable by the Employee 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 10 shall survive the termination of this
      Agreement for any reason. In the event the Employee breaches this Section
      10, the Company shall have right to seek remedies permissible under
      applicable law.

	 	 
	11. 	
      ENTIRE AGREEMENT

	 	 
		
      This Agreement constitutes the entire agreement and
      understanding between the Employee and the Company regarding the terms of
      the Employment and supersedes all prior or contemporaneous oral or written
      agreements concerning such subject matter. The Employee acknowledges that
      he or she 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 Employee and the Company.

	 	 
	12. 	
      GOVERNING LAW; CONSENT TO JURISDICTION

	 	 
		
      This Agreement shall be governed by and construed in
      accordance with the laws of the State of New York. The parties hereto
      irrevocably submit to the non-exclusive jurisdiction of the U.S. federal
      courts or New York state courts, each located in
The



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City of New York, over any suit,
action or proceeding arising out of or relating to this Agreement. To the
fullest extent they may effectively do so under applicable law, the parties
hereto irrevocably waive and agree not to assert, by way of motion, as a defense
or otherwise, any claim that they are not subject to the jurisdiction of any
such New York court, any objection that they may now or hereafter have to the
laying of the venue of any such suit, action or proceeding brought in any such
New York court and any claim that any such suit, action or proceeding brought in
any such New York court has been brought in an inconvenient forum. 

(SIGNATURE PAGE FOLLOWS) 

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

	China BAK Battery, Inc. 	Employee 
	 	  
	Signature: /s/ Xiangqian
      Li          	Signature: /s/ Danny
      Pan             
	Name: Xiangqian Li	Name: Danny Pan
	Title: Chairman, President & CEO	  


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Schedule A 

Cash Compensation 


	  	Amount 	Pay Period 
	Salary 	RMB
      192,000 annually 	monthly 
	Bonus 	Discretionary based on performance 	



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