ex10_1.htm


  
    Exhibit
10.1

    


    EMPLOYMENT
AGREEMENT

    


    THIS EMPLOYMENT AGREEMENT
(this “Agreement”) is entered into as of August 15, 2008 by and between Hongwen
Li (“Executive”) and Songzai International Holding Group, Inc., a Nevada Company
(the “Company”). The foregoing parties are sometimes referred to hereinafter
individually as a “Party” or collectively as the “Parties.”

    


    WHEREAS, Executive has served
as the Chairman of the Board of Directors of the Company, and desires now to
resign from such position but to remain a member of the Board of
Directors;

    


    WHEREAS, the Company believes
that Executive’s service, experience and knowledge are valuable to the Company
in connection with its business, and desires to retain the services of Executive
as its Chief Executive Officer and President;

    


    WHEREAS, the Company and
Executive desire to evidence their agreement in writing and to provide for the
employment of Executive by the Company on the terms set forth
herein;

    


    NOW, THEREFORE, in
consideration of the mutual covenants and agreements hereinafter set forth, and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Parties do hereby covenant and agree as
follows:

    


    1.           Employment.  The
Company hereby agrees to employ Executive and Executive hereby accepts such
employment upon the terms and subject to the conditions hereinafter set
forth.  Executive agrees to devote substantially all of his
professional time to the performance of his duties and responsibilities
hereunder.

    


    2.           Term of
Employment.  Subject to Section 7, the term of Executive’s
employment pursuant to this Agreement shall commence on and as of the date
hereof (the “Effective Date”), and shall terminate on the first anniversary
thereof (the “Initial Term”).  This Agreement shall automatically
renew for successive one (1) year periods (each, a “Successive Term”), unless
either Party shall notify the other in writing of such Party’s intent not to
renew at least sixty (60) days prior to the expiration of the Initial Term or
any Successive Term, as the case may be.  In this Agreement the word
“Term” shall refer to the Initial Term and each Successive Term, if
any.

    


    3.           Authority; Extent of
Service.  During the Term, Executive shall serve as Chief
Executive Officer and President of the Company.  Executive shall
report directly to the Board of Directors of the Company (the “Board”), and
shall have powers and duties consistent with the positions of Chief Executive
Officer and President of a company of a similar size within the industry, and
such other duties as are reasonably and lawfully delegated to him from time to
time by the Board.


     

    4.           Continued Appointment to
Board.  From the Effective Date, Executive’s resignation as
Chairman of the Board shall be deemed effective, and Executive shall continue to
serve on the Board as a director and shall hold such office until the earlier of
his resignation or removal or until his successor is duly elected.

    


    5.           Location.  During
the Term, Executive may perform his duties at the Company's offices in City of
Industry, California, or at the Company’s offices in the People’s Republic of
China at the discretion of Executive.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    6.           Remuneration;
Benefits.  In consideration of the services to be rendered
hereunder, Executive shall be entitled to the following
remuneration:

    


    (a)           Annual
Salary.  Executive shall be entitled to receive an annual
salary of $100,000 (the “Annual Salary”), payable ratably in accordance with the
Company’s payroll schedule.

    


    (b)           Benefits.  During
the Term, Executive shall be allowed to participate, on the same basis generally
as other employees of the Company, in all general employee benefit plans and
programs, including improvements or modifications of the same, which may exist
as of the Effective Date or thereafter and which are made available by the
Company to all or substantially all of its employees. Such benefits, plans, and
programs may include, without limitation, any health, and dental insurance or
401K programs, if and when instituted. Any benefit plan currently existing or
instituted by the Company after the Effective Date may be altered, change or
discontinued by the Company at its sole discretion and at any time without
obligation of any nature to Executive.  Except as specifically
provided herein, nothing in this Agreement is to be construed or interpreted to
increase or alter in any way the rights, participation, coverage, or benefits
under such benefit plans or programs to other than those provided to other
employees pursuant to the terms and conditions of such benefit plans and
programs. During the Term, Executive shall be eligible to receive awards under
and subject to the terms and conditions of the 2006 Stock Option/Stock Issuance
Plan or any successor plan adopted by the Company; provided, however, that the
foregoing shall not be construed as a guarantee with respect to the type, amount
or frequency of such awards, if any, such decisions being solely within the
discretion of discretion of the person or committee to whom such authority has
been granted pursuant to such plan's terms. Executive shall be entitled to two
weeks paid vacation and such other benefits as may be in effect from time to
time for other executive officers of the Company generally.

    


    (c)           Expenses.  During
the Term, the Company shall reimburse Executive for all actual, reasonable and
customary expenses incurred by Executive in the course of this employment
provided that such expenses are incurred and accounted for in accordance with
the Company’s applicable policies and customary practices.

    


    (d)           Directors’ and Officers’
Liability Insurance.  Executive shall be included as an insured
under such directors’ and officers’ liability insurance that the Company, at its
sole discretion, may maintain in an amount in coverage and with a carrier as
determined in the Board’s discretion; provided, however, that the foregoing
shall not be construed as obligating the Company to maintain any directors’ and
officers’ liability insurance.

    


    (e)           Adjustment to
Compensation.  During the Term, the Annual Salary may be
adjusted from time to time at the sole discretion and approval of the majority
of the Board. Any changes to the Compensation to be paid pursuant to this
Section 6 or any other provision of this Agreement shall be made in the sole
discretion of the Company.

    


    (f)           Additional
Remuneration.  During each Successive Term, if any, Executive
shall be entitled to only such additional remuneration and benefits as may be
negotiated and mutually agreed upon in writing by the Parties, provided that
absent an agreement to the contrary, Executive shall continue to receive the
Annual Salary during each Successive Term, if any.

    


    7.           Termination and Termination
Benefits.  Notwithstanding the provisions of Section 2,
Executive’s employment under this Agreement shall terminate under the following
circumstances:

    


    (a)           Termination for
Cause.  Subject to Section 7(d), the Company may terminate
Executive's employment under this Agreement for Cause at any time prior to
expiration of the Term. As used herein, "Cause" shall mean only:

     

    
      
        
        

      

      
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    (i)        
    if
Executive is convicted of (or pleads nolo contendere to) any
felony;

     

    (ii)        
   acts of fraud, misappropriation or embezzlement committed by
Executive at the expense of the Company;

    


    (iii)           a
determination by the Company that Executive has engaged in willful misconduct,
gross negligence or gross or habitual or material neglect in the performance of
his duties under this Agreement; or

    


    (iv)           a
material breach by Executive of any of the covenants, terms or provisions of
this Agreement that remains uncured for a period of 30 days after written notice
by the Company to Executive.

    


    Executive
shall not be deemed to have been terminated for Cause unless and until there
shall have been delivered to him a copy of a resolution duly adopted by the
affirmative vote of a majority of the Board (not counting Executive) at a
meeting of the Board finding that in the good faith opinion of the Board,
Executive engaged in the conduct described herein, and specifying the
particulars thereof.

    


    (b)           Termination for Good
Reason.  Subject to Section 7(d), Executive’s employment under
this Agreement may be terminated by Executive for Good Reason by written notice
to the Board. The occurrence of one or more of the following events shall
constitute “Good Reason”:

    


    (i)           
 the Company’s material breach of any of the provisions of this Agreement,
which breach is not cured by the Company within thirty (30) days following
written notice thereof from Executive;

    


    (ii)         
  any adverse alteration in Executive's title, position, status,
duties or authority with the Company;

    


    (iii)           any
reduction in Executive's compensation;

    


    (iv)           the
Board requests Executive to engage in any unlawful activity; or

    


    (v)           a
Change in Control shall occur.

    


    A "Change
in Control" shall be deemed to have occurred if the conditions set forth in any
one of the following paragraphs shall have been satisfied:

    


    (i)           any
"person," as such term is used in Sections 13(d) and 14(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") (other than the Company or
any Affiliate thereof, is or becomes after the Effective Date the "beneficial
owner" (as defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of securities of the Company (not including in the securities
beneficially owned by such person any securities acquired directly from the
Company or Executive) representing fifty percent (50%) or more of the combined
voting power of the Company's then outstanding securities; or

    


    (ii)           the
shareholders of the Company approve a merger or consolidation of the Company
with or the sale of the Company to any other entity and, in connection with such
merger, consolidation or sale, individuals who constitute the Board immediately
prior to the time any agreement to effect such merger or consolidation is
entered into fail for any reason to constitute at least a majority of the Board
of the surviving Company following the consummation of such merger or
consolidation; or

     

    
      
        
        

      

      
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    (iii)           the
shareholders of the Company approve a plan of complete liquidation of the
Company or an agreement for the sale or disposition by the Company of all or
substantially all of the Company's assets to an entity not controlled by the
Company.

    


    (c)           Termination Without Cause or
Good Reason.  Subject to Section 7(d), Executive’s employment
under this Agreement may be terminated by the Company without Cause, or by
Executive without Good Reason, immediately upon written notice to the other
Party.

    


    (d)           Effects of
Termination.  Upon termination of Executive’s employment with
the Company for any reason, the Company shall pay Executive any accrued but
unpaid Annual Salary and any accrued but unreimbursed expenses. All other
obligations of the Parties under this Agreement shall immediately terminate,
except that Executive’s obligations under Sections 8 of this Agreement shall
survive any termination of Executive’s employment with the Company at any time
and for any reason.

    


    (e)           Death;
Disability.  Upon the death or Disability of Executive, all
obligations of the Company under this Agreement shall immediately
terminate.  As used in this Section 7, the term “Disability” means the
good faith determination of the Board that Executive has become so physically or
mentally incapacitated or disabled as to be unable to satisfactorily perform his
duties hereunder for a period of one ninety (90) consecutive calendar days or
for one-hundred twenty (120) days in any three-hundred sixty (360) day period,
such determination based upon a certificate as to such physical or mental
disability issued by a licensed physician and/or psychiatrist (as the case may
be) mutually agreed upon by Executive and the Company.

    


    (f)           No Mitigation; No
Offset.  The Parties hereto agree that Executive shall not be
required to mitigate damages in respect of any termination benefit or payment
due under this Agreement or in respect of any damage award as a result of the
Company's breach of this Agreement, nor shall any such benefit or award be
offset by any future compensation or income received by Executive from any other
source.  The Company shall not have the right to offset against its
obligations hereunder or against any such damage award any amounts payable by
Executive to Company for any reason.

    


    8.           Confidentiality; Proprietary
Rights.

    


    (a)           Confidential
Information.  As used in this Agreement, the term “Confidential
Information” shall mean proprietary and non-public information that is not
disclosed by the Company in its public filings. Confidential Information
includes information, whether or not patentable or copyrightable, in written,
verbal, electronic or other tangible or intangible forms, stored in any medium,
including, by way of example and without limitation, trade secrets, ideas,
concepts, designs, configurations, specifications, drawings, blueprints,
diagrams, models, prototypes, samples, flow charts processes, techniques,
formulas, software, improvements, inventions, domain names, data, know-how,
discoveries, copyrightable materials, marketing plans and strategies, sales and
financial reports and forecasts, customer lists, studies, reports, records,
books, contracts, instruments, surveys, computer disks, diskettes, tapes,
computer programs and business plans, prospects and opportunities (such as
possible acquisitions or dispositions of businesses or
facilities).  Confidential Information may include information
developed by Executive in the course of Executive’s employment by the Company,
as well as other information to which Executive may have access, in connection
with Executive’s employment.  Notwithstanding the foregoing,
Confidential Information does not include information (i) that is or becomes
generally available in the public domain through no fault of Executive, (ii) was
known by Executive prior to his employment by the Company, (iii) is disclosed
pursuant to the lawful requirement or request of a governmental agency or
disclosure is permitted or required by operation of law, court order, civil
process or stock exchange.

     

    
      
        
        

      

      
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    (b)           Confidentiality.  In
the course of performing services hereunder on behalf of the Company and its
affiliates, Executive has had, and from time to time will have, access to
Confidential Information.  Executive agrees (i) to hold such
Confidential Information in strict confidence, (ii) not to disclose the
Confidential Information to any person (other than in the course of the regular
business of the Company), and (iii) not to use, directly or indirectly, any of
the Confidential Information for any purpose other than on behalf of the
Company.  All documents, records, data, apparatus, equipment and other
physical property, whether or not pertaining to Confidential Information, that
are furnished to Executive by the Company or are produced by Executive in
connection with Executive’s employment will be and remain the sole property of
the Company.  Upon the termination of Executive’s employment with the
Company at any time and for any reason, and as and when otherwise requested by
the Company, all Confidential Information (including, without limitation, all
data, memoranda, customer lists, notes, programs and other papers or items, and
reproductions thereof relating to the foregoing matters) in Executive’s
possession or control, shall be immediately returned to the
Company.

    


    (c)           Third Party Agreements and
Rights.  Executive represents to the Company that Executive’s
execution of this Agreement, Executive’s employment with the Company and the
performance of Executive’s obligations under this Agreement do not violate any
existing obligations Executive has to any previous employer or other
party.  In Executive’s work for the Company, Executive will not
disclose or make use of any information in violation of any agreements with or
rights of any previous employer or other party, and Executive will not bring to
the premises of the Company any copies or other tangible embodiments of
confidential information belonging to or obtained from any previous employment
or other party.

    


    (d)           Inventions.  Executive
recognizes that the Company possesses a proprietary interest in all of the
Confidential Information and has the exclusive right and privilege to use,
protect by copyright, patent or trademark, or otherwise exploit the processes,
ideas and concepts described therein to the exclusion of Executive, except as
otherwise agreed between the Company and Executive in
writing.  Executive expressly agrees that any products, inventions,
discoveries or improvements made by Executive in the course of Executive’s
employment, including any of the foregoing which is based on or arises out of
the Confidential Information, shall be the property of and inure to the
exclusive benefit of the Company.  Executive further agrees that any
and all products, inventions, discoveries or improvements developed by Executive
(whether or not able to be protected by copyright, patent or trademark) during
the Term, or involving the use of the time, materials or other resources of the
Company, shall be promptly disclosed to the Company and shall become the
exclusive property of the Company, and Executive shall execute and deliver any
and all documents necessary or appropriate to implement the
foregoing.

    


    (e)           Certain
Remedies.  It is specifically understood and agreed that any
breach of the provisions of this Section 8 of this Agreement by Executive could
result in irreparable injury to the Company and its subsidiaries and affiliates,
and that the remedy at law alone may be an inadequate remedy for such
breach.  Accordingly, Executive agrees that if Executive breaches any
portion of this Agreement, the Company or its subsidiaries and affiliates shall
be entitled, in addition to any other remedy it may have, to seek to enforce the
specific performance of this Agreement by Executive through both temporary and
permanent injunctive relief, it being understood that injunctive relief is in
addition to, and not in lieu of, such other remedies.

     

    
      
        
        

      

      
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    9.           Integration.  This
Agreement and the attachments hereto constitute the entire agreement between the
Parties with respect to the subject matter hereof and supersede all prior
agreements between the Parties, whether written or verbal, with respect to any
related subject matter.

    


    10.           Assignment; Successors and
Assigns, etc.  Neither the Company nor Executive may make any
assignment of this Agreement or any interest herein without the prior written
consent of the other Party; provided, however, in the event of a
Change in Control, this Agreement shall 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.

    


    11.           Enforceability.  If
any portion or provision of this Agreement (including, without limitation, any
portion or provision of any section of this Agreement) shall to any extent be
declared illegal or unenforceable by a court of competent jurisdiction, then the
remainder of this Agreement, or the application of such portion or provision in
circumstances other than those as to which it is so declared illegal or
unenforceable, shall not be affected thereby, and each portion and provision of
this Agreement shall be valid and enforceable to the fullest extent permitted by
law.

    


    12.           Waiver.  No
waiver of any provision hereof shall be effective unless made in writing and
signed by the waiving Party.  The failure of any Party to require the
performance of any term or obligation of this Agreement, or the waiver by any
Party of any breach of this Agreement, shall not prevent any subsequent
enforcement of such term or obligation or be deemed a waiver of any subsequent
breach.

    


    13.           Notices.  Any
notices, requests, demands and other communications provided for by this
Agreement shall be sufficient if in writing and delivered in person or sent by a
nationally recognized overnight courier service or by registered or certified
mail, postage prepaid, return receipt requested to the Parties as
follows:

    


    if to
Executive, at the last address Executive has filed in writing with the
Company,

    


    if to the
Company, as follows:

    


    Songzai
International Holding Group, Inc.

    17890
Castleton Street, Suite 112

    City of
Industry, CA 91748

    Attn:
Chairman of the Board

    


    14.           Amendment.  This
Agreement may be amended or modified only by a written instrument signed by
Executive and by a duly authorized representative of the Company.

    


    15.           Governing
Law.  This Agreement shall be construed under and be governed
in all respects by the laws of the State of California, without giving effect to
the conflict of laws principles thereof.

    


    16.           Counterparts.  This
Agreement may be executed in two or more identical counterparts, all of which
shall be considered one and the same agreement and shall become effective when
counterparts have been signed by each Party and delivered to the other Party;
provided that a facsimile signature or email delivery of a “.pdf” file
containing such signature shall be considered due execution and shall be binding
upon the signatory thereto with the same force and effect as if the signature
were an original, not a facsimile signature.

     

    
      
        
        

      

      
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    17.           Attorneys’ Fees and
Costs.  If any action at law or in equity is necessary to
enforce or interpret any of the rights or obligations under this Agreement, the
prevailing Party shall be entitled to reasonable attorneys’ fees, costs, and
disbursements in addition to any other relief to which the prevailing Party may
be entitled.  In addition, the Company shall promptly reimburse
Executive upon presentation of billing statements for any and all legal fees and
expenses incurred by him in the preparation and negotiation of this Agreement
and the other agreements related hereto.

    


    


    [SIGNATURE
PAGE TO FOLLOW]

     

     

     

     

     

    
      
        
        

      

      
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    IN WITNESS WHEREOF, the
Parties hereto have executed this Agreement as of the date first set forth
above.

    


    


    


    COMPANY:

    


    SONGZAI
INTERNATIONAL

    HOLDING
GROUP, INC.

    


    


     

    
      	By: 	 
	 	Name:	 
	 	Title:	 


    

     

     

     

    EXECUTIVE:

    


    


     

    
      
        	  
	HONGWEN
  LI


      

    

     

     

    
      
 

       

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