China Gengsheng Minerals, Inc.: Exhibit 10.1 - Filed by newsfilecorp.com






Exhibit 10.1

EMPLOYMENT AGREEMENT 

THIS AGREEMENT is dated as of the 11th day of
January, 2013 by and between China Gengsheng Minerals, Inc., a Nevada
corporation with its principal office at 88 Gengsheng Road, Dayugou Town,
Gongyi, Henan, People’s Republic of China (the “Company”), and Shuxian
Li, residing at 16 Tabacco Factory Avenue, Xinzheng, Henan, People’s Republic of
China (“Executive”). 

W I T N E S S E T H: 

WHEREAS, the Company is desirous of engaging Shunxian Li as its
interim Chief Financial Officer and she is agreeable to being so appointed on
the terms and conditions hereinafter set forth. 

NOW, THEREFORE, in consideration of the mutual promises set
forth in this Agreement, the parties agree as follows: 

1. Effective Date of Agreement. This Agreement and the
obligations of the parties to adhere to the terms and conditions contained
herein shall be deemed effective immediately on the date of this Agreement, i.e.
11th day of January 2013. 

2. Employment and Duties. 

(a) Subject to the terms and conditions hereinafter set forth,
the Company hereby employs Shuxian Li as its interim Chief Financial Officer,
and she shall have the duties and responsibilities associated with a Chief
Financial Officer of a public corporation. During the Term, as hereinafter
defined, Executive shall report to the Company’s Chief Executive Officer and the
audit committee of the board of directors. Executive shall also perform such
other duties and responsibilities as may be determined by the Company’s board of
directors, audit committee and Chief Executive Officer, as long as such duties
and responsibilities are consistent with those of the Company’s Chief Financial
Officer.

(b) Executive shall also serve in such executive capacity or
capacities with respect to any affiliate of the Company to which she may be
elected or appointed, provided that such duties are consistent with those of the
Company’s Chief Financial Officer. During the Term, Executive shall receive no
additional compensation for services rendered pursuant to this Section 2(b). For
purposes of this Agreement, the term “affiliate” shall mean an entity that is
controlled by the Company. 

(c) Unless terminated earlier as provided in Section 6 of this
Agreement, this Agreement shall have a term (the “Term”) commencing as of
January 11th, 2013 and expiring on the date when a suitable candidate for Chief
Financial Officer has been qualified and selected unless terminated by either
party on not less than thirty (30) days notice prior to the expiration of the
Term.

3. Performance. Executive hereby accepts the employment
contemplated by this Agreement. During the Term, she shall devote all of her
business time to the performance of her duties under this Agreement, and shall
perform such duties diligently, in good faith and in a manner consistent with
the best interests of the Company. 

4. Compensation and Other Benefits. 




For her services to the Company during the Term, the Company
shall pay Executive an annual salary (“Salary”) at the rate of RMB 180,000 (say
RMB Yuan One Hundred and Eighty Thousand only) per annum. 

All Salary payments shall be payable in equal monthly
installments at the end of each calendar month, as the Company regularly pays
its employees in accordance with normal payroll practices. 

5. Reimbursement of Expenses. The Company shall
reimburse Executive, upon presentation of proper expense statements, for all
authorized, ordinary and necessary out-of-pocket expenses reasonably incurred by
Executive during the Term in connection with the performance of her services
pursuant to this Agreement hereunder in accordance with the Company’s expense
reimbursement policy.

6. Termination of Employment. 

(a) This Agreement and Executive’s employment hereunder shall
terminate immediately upon her death. 

(b) This Agreement and Executive’s employment pursuant to this
Agreement, may be terminated by her or the Company on not less than thirty (30)
days’ written notice in the event of Executive’s Disability. The term
“Disability” shall mean any illness, disability or incapacity of Executive which
prevents her from substantially performing her regular duties for a period of
two (2) consecutive months or three (3) months, even though not consecutive, in
any twelve (12) month period. However, if Executive is covered by long-term
disability insurance, the Company may not terminate this Agreement pursuant to
this Section 6(b) unless she is eligible for disability payments under her
long-term disability insurance. 

(c) The Company may terminate this Agreement and Executive’s
employment pursuant to this Agreement for cause with no notice. The term “cause”
shall mean: 

(i) Repeated failure to perform material instructions from the
Company’s board of directors, Chief Executive Office or audit committee,
provided that such instructions are reasonable and consistent with her duties as
set forth in Section 2 of this Agreement or any other failure or refusal by
Executive to perform her duties required by said Section 2; provided, however,
that Executive shall have received notice from the Board specifying the nature
of such failure in reasonable detail and she shall have failed to cure the
failure within ten (10) business days after receipt of such notice: 

(ii) a breach of Section 7, 8 or 9 of this Agreement and
material breach of other provisions of this Agreement; 

(iii) a breach of trust whereby Executive obtains personal gain
or benefit at the expense of or to the detriment of the Company; 

(iv) her use of illegal substances; 

(v) her abuse of alcohol continuing after written notice from
the board of directors or the Company’s Chief Executive Officer or ; 

(vi) any fraudulent or dishonest conduct by Executive or any
other conduct by her, which damages the Company or any of its affiliates or
their property, business or reputation; 

(vii) a conviction of or plea of nolo contendere by Executive
of (A) any felony or (B) any other crime involving fraud, theft, embezzlement or
use or possession of illegal substances; or 




(viii) the admission by Executive of any matters set forth in
Section 6(c) (vii) of this Agreement. 

(ix) failure to ensure that the Company’s filings with the
Securities and Exchange Commission are on time; 

(x) failure to ensure the accuracy of Company’s filings with
the Securities and Exchange Commission. 

In the case of termination under this sub-section 6(c), the
Company shall have no further obligation or liability to Executive except to pay
Executive her base salary earned through the date of termination, minus
applicable taxes and withholdings. 

(e) Executive’s resignation prior to the expiration of the
Term, other than for Good Reason shall be treated in the same manner as a
termination for cause. The term “Good Reason” shall mean: 

(i) Any material breach by the Company
of its obligations under this Agreement which are not cured within ten (10)
business days after notice from Executive which sets forth in reasonable detail
the nature of the breach. 

(ii) Any change in Executive’s duties
such that Executive is no longer the Company’s Chief Financial Officer, unless
such change was made with her consent. 

(iii) Any action on the part of the
Company which significantly impairs Executive’s ability to exercise her duties
as the Company’s Chief Financial Officer. 

7. Trade Secrets and Proprietary Information. Executive
recognizes and acknowledges that the Company, through the expenditure of
considerable time and money, has developed and will continue to develop in the
future information concerning customers, clients, marketing, products, services,
business, research and development activities and operational methods of the
Company and its customers or clients, contracts, financial or other data,
technical data or any other confidential or proprietary information possessed,
owned or used by the Company, the disclosure of which could or does have a
material adverse effect on the Company, its business, any business it proposes
to engage in, its operations, financial condition or prospects and that the same
are confidential and proprietary and considered confidential information of the
Company for the purposes of this Agreement. In consideration of her employment
and engagement as Chief Financial Officer, Executive agrees that she will not,
during or after the Term, without the written consent of the Company’s Chief
Executive Officer, make any disclosure of confidential information now or
hereafter possessed by the Company, to any person, partnership, corporation or
entity either during or after the term here of, except that nothing in this
Agreement shall be construed to prohibit her from using or disclosing such
information (a) if such disclosure is necessary in the normal course of the
Company’s business in accordance with Company policies or instructions or
authorization from the board of directors or executive committee, (b) such
information shall become public knowledge other than by or as a result of
disclosure by a person not having a right to make such disclosure, (c) complying
with legal process; provided, that in the event she is required to make
disclosure pursuant to legal process, she shall give the Company prompt notice
thereof and the opportunity to object to the disclosure, or (d) subsequent to
the Term, if such information shall have been disclosed to her as a matter of
right by a person not subject to a confidentiality agreement with or other
obligation of confidentiality to the Company. For the purposes of Sections 7, 8
and 9 of this Agreement, the term “Company” shall include the Company, its
parent, its subsidiaries and its affiliates. Executive agrees that, upon
termination of her employment with the Company for any reason or otherwise upon
request by the Company, she will promptly return to the Company all
Confidential Information within her possession or control, including all copies
of such Confidential Information, all abstracts of such Confidential Information
and any other information containing such Confidential Information in whole or
in part. 




8. Covenant Not To Solicit or Compete. 

(a) During the period from the date of this Agreement until (2)
years following the date on which Executive’s employment is terminated, she will
not, directly or indirectly: 

(i) Persuade or attempt to persuade any person or entity which
is or was a customer, client or supplier of the Company to cease doing business
with the Company, or to reduce the amount of business it does with the
Company (the terms “customer” and “client” as used in this Section 8 to include
any potential customer or client to whom the Company submitted bids or
proposals, or with whom the Company conducted negotiations, during the term of
Executive’s employment hereunder or during the twelve (12) months preceding the
termination of her employment); 

(ii) solicit for herself or any other person or entity other
than the Company the business of any person or entity which is a customer or
client of the Company, or was a customer or client of the Company within one (1)
year prior to the termination of her employment; or 

(iii) persuade or attempt to persuade any employee of the
Company, or any individual who was an employee of the Company during the one (1)
year period prior to the lawful and proper termination of this Agreement, to
leave the Company’s employ, or to become employed by any person or entity other
than the Company. 

(b) Executive acknowledges that the restrictive covenants (the
“Restrictive Covenants”) contained in Sections 7 and 8 of this Agreement are a
condition of her employment are reasonable and valid in geographical and
temporal scope and in all other respects. If any court determines that any of
the Restrictive Covenants, or any part of any of the Restrictive Covenants, is
invalid or unenforceable, the remainder of the Restrictive Covenants and parts
thereof shall not thereby be affected and shall remain in full force and effect,
without regard to the invalid portion. If any court determines that any of the
Restrictive Covenants, or any part thereof, is invalid or unenforceable because
of the geographic or temporal scope of such provision, such court shall have the
power to reduce the geographic or temporal scope of such provision, as the case
may be, and, in its reduced form, such provision shall then be enforceable. 

9. Inventions and Discoveries. Executive agrees promptly
to disclose in writing to the Company and to no other person or entity without
the Company’s permission any invention or discovery made by her during the
period of time that this Agreement remains in full force and effect, whether
during or after working hours, in any business in which the Company is then
engaged or which otherwise relates to any product or service dealt in by the
Company and such inventions and discoveries shall be the Company’s sole
property. Executive acknowledges that any such invention or discovery developed
by her and any intellectual property rights relating thereto shall be considered
as “work performed for hire.” In the event that any such intellectual property
rights are not, for any reason, deemed work performed for hire, Executive hereby
assigns to the Company any and all of her right, title and interest therein to
the Company. Upon the Company’s request, Executive shall execute and assign to
the Company all applications for copyrights and letters patent of the United
States and such foreign countries as the Company may designate, and Executive
shall execute and deliver to the Company such other documents or instruments as
the Company deems necessary to confirm the Company’s sole ownership of all
rights, title and interest in and to such inventions and discoveries, as well as
all copyrights and/or patents. In the event that Executive does not execute any
such documents or take any such actions, she hereby appoints the Company as her attorney in fact to sign any such documents,
and take any such actions, on her behalf. The Executive further agrees that the
Company is not required to designate Executive as an author of or contributor to
any Invention or to secure Executive’s permission to change or otherwise alter
any Invention. If services in connection with applications for copyrights and/or
patents are performed by Executive at the Company’s request after the
termination of her employment hereunder, the Company shall pay her reasonable
compensation for such services rendered after termination of this Agreement.
Executive hereby waives, for the benefit of all persons, any and all right,
title and interest in the nature of “moral rights” or “droit moral” granted to
her in any country in the world in connection with the Inventions. 




10. Injunctive Relief. Executive agrees that her
violation or threatened violation of any of the provisions of Sections 7, 8 or 9
of this Agreement shall cause immediate and irreparable harm to the Company. In
the event of any breach or threatened breach of any of said provisions,
Executive consents to the entry of preliminary and permanent injunctions by a
court of competent jurisdiction prohibiting her from any violation or threatened
violation of such provisions and compelling her to comply with such provisions.
In the event an injunction is issued against any such violation by Executive,
the period referred to in Section 8 of this Agreement shall continue until the
later of the expiration of the period set forth therein or one (1) month from
the date a final judgment enforcing such provisions is entered and the time for
appeal has lapsed. The provisions of Sections 7, 8, 9 and 10 of this Agreement
shall survive any termination of this Agreement and Executive’s employment
pursuant to this Agreement. 

11. Dispute Resolution. The Executive and the Company
agree that any dispute or claim relating to, arising from, or connected in any
manner with this Agreement or with the Executive’s employment with the Company
shall be resolved exclusively through final and binding arbitration conducted
under the auspices of the American Arbitration Association (“AAA”) in accordance
with the employment arbitration rules and procedures of the AAA. The arbitration
shall be held in New York City. The losing party shall bear the costs of the
arbitration. The arbitrator shall have jurisdiction to determine any claim,
including the arbitrability of any claim, submitted to him/her and may grant any
relief authorized by law for any properly established claim. The interpretation
and enforceability of this paragraph of this Agreement shall be governed by and
construed in accordance with the Federal Arbitration Act, 9 U.S.C. §1, et
seq. More specifically, the parties agree to submit to binding arbitration
any claims for unpaid wages or benefits, claims arising under Title VII of the
Civil Rights Act of 1964, the Equal Pay Act, the Age Discrimination in
Employment Act, the Americans With Disabilities Act, the Genetic Information
Nondiscrimination Act, the Civil Rights Act of 1991, the Family and Medical
Leave Act, the Fair Labor Standards Act, Sections 1981 through 1988 of Title 42
of the United States Code, and any corollary state and local laws. The Executive
hereby expressly and knowingly waives her right to have any such
employment-related dispute heard by a court or jury. Notwithstanding the
foregoing, the Company may apply to any court of competent jurisdiction in the
State of New York for injunctive relief in connection with any breach or
threatened breach by the Executive of Sections 8, 9 or 10 of this Agreement, and
the Executive consents to jurisdiction in such courts. 

12. Miscellaneous. 

(a) Executive represents, warrants, covenants and agrees that
she has a right to enter into this Agreement, that she is not a party to any
agreement or understanding, oral or written, which would prohibit performance of
her obligations under this Agreement, and that she will not use in the
performance of her obligations hereunder any proprietary information of any
other party which she is legally prohibited from using. 




(b) If requested by the Company, Executive will cooperate with
the Company in connection with the Company’s application to obtain key-man life
insurance on her life, on which the Company will be the beneficiary. Such
cooperation shall include the execution of any applications or other documents
requiring her signature and submission of insurance applications and submission
to a physical. 

(c) Any notice, consent or communication required under the
provisions of this Agreement shall be given in writing and sent or delivered by
hand, overnight courier or messenger service, against a signed receipt or
acknowledgment of receipt, or by registered or certified mail, return receipt
requested, or telecopier or similar means of communication if receipt is
acknowledged or if transmission is confirmed by mail as provided in this Section
11(c), to the parties at their respective addresses set forth at the beginning
of this Agreement or by telecopier to the Company at 88 Gengsheng Road, Dayugou
Town, Gongyi, Henan, People’s Republic of China, or to Executive at [ ]
with notice to the Company being sent to the attention of the individual who
executed this Agreement on behalf of the Company. Either party may, by like
notice, change the person, address or telecopier number to which notice is to be
sent. If no telecopier number is provided for Executive, notice to her shall not
be sent by telecopier. 

(d) This Agreement shall in all respects be construed and
interpreted in accordance with, and the rights of the parties shall be governed
by, the laws of the State of New York applicable to contracts executed and to be
performed wholly within such State, without regard to principles of conflicts of
laws. The parties hereto agree to submit to the exclusive jurisdiction of the
state and federal courts of New York, New York. 

(e) If any term, covenant or condition of this Agreement or the
application thereof to any party or circumstance shall, to any extent, be
determined to be invalid or unenforceable, the remainder of this Agreement, or
the application of such term, covenant or condition to parties or circumstances
other than those as to which it is held invalid or unenforceable, shall not be
affected thereby and each term, covenant or condition of this Agreement shall be
valid and be enforced to the fullest extent permitted by law, and any court
having jurisdiction may reduce the scope of any provision of this Agreement,
including the geographic and temporal restrictions set forth in Section 8(a) of
this Agreement, so that it complies with applicable law. 

(f) This Agreement constitutes the entire agreement of the
Company and Executive as to the subject matter hereof, superseding all prior or
contemporaneous written or oral understandings or agreements, including any and
all previous employment agreements or understandings, all of which are hereby
terminated, with respect to the subject matter covered in this Agreement. This
Agreement may not be modified or amended, nor may any right be waived, except by
a writing which expressly refers to this Agreement, states that it is intended
to be a modification, amendment or waiver and is signed by both parties in the
case of a modification or amendment or by the party granting the waiver. No
course of conduct or dealing between the parties and no custom or trade usage
shall be relied upon to vary the terms of this Agreement. The failure of a party
to insist upon strict adherence to any term of this Agreement on any occasion
shall not be considered a waiver or deprive that party of the right thereafter
to insist upon strict adherence to that term or any other term of this
Agreement. 

(g) Neither party hereto shall have the right to assign or
transfer any of its or her rights hereunder except in connection with a merger
or consolidation of the Company or a sale by the Company of all or substantially
all of its business and assets. 

(h) This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective heirs, successors, executors,
administrators and permitted assigns. 




(i) The headings in this Agreement are for convenience of
reference only and shall not affect in any way the construction or
interpretation of this Agreement. 

(j) No delay or omission to exercise any right, power or remedy
accruing to either party hereto shall impair any such right, power or remedy or
shall be construed to be a waiver of or an acquiescence to any breach hereof. No
waiver of any breach hereof shall be deemed to be a waiver of any other breach
hereof theretofore or thereafter occurring. Any waiver of any provision hereof
shall be effective only to the extent specifically set forth in an applicable
writing. All remedies afforded to either party under this Agreement, by law or
otherwise, shall be cumulative and not alternative and shall not preclude
assertion by such party of any other rights or the seeking of any other rights
or remedies against any other party. 

IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date first above written. 

	 	CHINA GENGSHENG MINERALS, INC. 
		  
	 	  
	 	By: /s/ Shunqing
      Zhang                    
	 	Shunqing Zhang 
	 	Chief Executive Officer, President and Chairman
    
	 	  
	 	  
	 	Executive: 
		  
	 	  
	 	/s/ Shuxian
      Li                                     
       
	 	Shuxian Li