Exhibit 10.3


 


EMPLOYMENT AGREEMENT


 


This Employment Agreement
(the “AGREEMENT”) is made and entered into on December 30, 2021 by and between Wing Wai “John” Au (the “EXECUTIVE”)
and Millennium Group International Holdings Limited, a Cayman Islands company (the “COMPANY”).


 


WHEREAS, the Company and the
Executive desire to enter into this Agreement to memorialize the terms and conditions of the Executive’s employment with the Company
starting on the date hereof.


 


NOW, THEREFORE, in consideration
of the premises, the mutual covenants and representations contained herein, and for other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:


 


Article I. Employment;
Responsibilities; Compensation


 


Section 1.01 Employment.
Subject to ARTICLE 3, the Company hereby agrees to employ Executive and Executive hereby agrees to be employed by the Company,
in accordance with this Agreement, for the period commencing as of the Effective Date and ending on December 31, 2022 (“INITIAL
TERM”). the Initial Term shall automatically be extended one additional year unless either party gives written notice to the other
party 60 days prior to expiration of the Initial Term that it or she, as applicable, does not wish to extend this Agreement. Executive’s
continued employment after the expiration of the Initial Term shall be in accordance with and governed by this Agreement, unless modified
by the parties to this Agreement in writing. For purposes of this Agreement the Initial Term and any extended term shall be referred to
as the “TERM”. 


 


Section 1.02 Responsibilities;
Loyalty


 


(a) Subject
to the terms of this Agreement, Executive is employed in the position of Chief Financial Officer and Executive Director of the Company,
and shall perform the functions and responsibilities of that position. Additional or different duties may be assigned by the Company from
time to time. Executive’s position, job descriptions, duties and responsibilities maybe modified from time to time in the sole discretion
of the Company. 


 


(b) Executive
shall devote the whole of Executive’s professional time, attention and energies to the performance of Executive’s work. Executive
agrees to comply with all policies of the Company, if any, in effect from time to time, and to comply with all laws, rules and regulations,
including those applicable to the Company. 


 


Section 1.03 Compensation.
The Company will pay Employee an annual base salary at a rate of HKD720,000(or approximately $92,833) per annum (the “Base Salary”),
payable in accordance with the Company’s regular payroll policy for salaried employees. If the Employment Period is terminated “For
Cause” pursuant to Article III hereof or is otherwise shorter than a full contract year, then the Base Salary for any partial year
will be prorated and paid through the date of termination based on the number of days elapsed in such year during which services were
actually performed by Employee, and the Company shall have no further obligation to pay the Employee’s Base Salary following the
date of termination. Notwithstanding anything herein to the contrary, the Company shall not be obligated to pay Employee the Base Salary
during any period in which Employee has exhausted Employee’s paid time off and is either (a) receiving short-term or long-term disability
benefits under any policy or program maintained by the Company, (b) on family or medical leave, or (c) is unable to perform Employee’s
essential job duties by reason of a physical or Family mental incapacity or disability with or without a reasonable accommodation. The
Compensation shall also be subject to the approval of Company’s Board of Directors and/or Compensation Committees.


 


Section 1.04 Business
Expenses. The Company shall reimburse Executive for all business expenses that are reasonable and necessary
and incurred by Executive while performing his duties under this Agreement, upon presentation of expense statements, receipts and/or vouchers
or such other information and documentation as the Company may reasonably require. 


 






     


     


    

 


Article II. Confidential
Information; Post-Employment Obligations; Company Property 


 


Section 2.01 Company
Property. As used in this Article II, the term the “Company” refers to the Company and each
of its direct and indirect subsidiaries. All written materials, records, data and other documents relating to Company business, products
or services prepared or possessed by Executive during Executive’s employment by the Company are the Company’s property. All
information, ideas, concepts, improvements, discoveries and inventions that are conceived, made, developed or acquired by Executive individually
or in conjunction with others during Executive’s employment (whether during business hours and whether on Company’s premises
or otherwise) that relate to Company business, products or services are the Company’s sole and exclusive property. All memoranda,
notes, records, files, correspondence, drawings, manuals, models, specifications, computer programs, maps and all other documents, data
or materials of any type embodying such information, ideas, concepts, improvements, discoveries and inventions are Company property. At
the termination of Executive’s employment with the Company for any reason, Executive shall return all of the Company’s documents,
data or other Company property to the Company. 


 


Section 2.02 Confidential
Information; Non-Disclosure.


 


(a) Executive
acknowledges that the business of the Company is highly competitive and that the Company will provide Executive with access to Confidential
Information. Executive acknowledges that this Confidential Information constitutes a valuable, special and unique asset used by the Company
in its business to obtain a competitive advantage over competitors. Executive further acknowledges that protection of such Confidential
Information against unauthorized disclosure and use is of critical importance to the Company in maintaining its competitive position.
Executive agrees that Executive will not, at any time during or after Executive’s employment with the Company, make any unauthorized
disclosure of any Confidential Information of the Company, or make any use thereof, except in the carrying out of Executive’s employment
responsibilities to the Company. Executive also agrees to preserve and protect the confidentiality of third-party Confidential Information
to the same extent, and on the same basis, as the Company’s Confidential Information. 


 


(b) For
purposes hereof, “CONFIDENTIAL INFORMATION” includes all non-public information regarding the Company’s business operations
and methods, existing and proposed investments and investment strategies, seismic, well-log and other geologic and oil and gas operating
and exploratory data, financial performance, compensation arrangements and amounts (whether relating to the Company or to any of its employees),
contractual relationships, business partners and relationships (including customers and suppliers), strategies, business plans and other
confidential information that is used in the operation, technology and business dealings of the Company, regardless of the medium in which
any of the foregoing information is contained, so long as such information is actually confidential and proprietary to the Company. 


 


Section 2.03 Non-Competition
Obligations.


 


(a) Executive
acknowledges and agrees that as an employee and representative of the Company, Executive will be responsible for building and maintaining
business relationships and goodwill with current and future operating partners, investors, partners and prospects on a personal level.
Executive acknowledges and agrees that this responsibility creates a special relationship of trust and confidence between the Company,
Executive and these persons or entities. Executive also acknowledges that this creates a high risk and opportunity for Executive to misappropriate
these relationships and the goodwill existing between the Company and such persons. Executive acknowledges and agrees that it is fair
and reasonable for the Company to take steps to protect itself from the risk of such misappropriation. 


 


(b) Executive
acknowledges and agrees that, in exchange for his agreement in SECTION 2.03(c) below, he will receive substantial, valuable consideration
from the Company upon the execution of this Agreement and during the course of this Agreement, including, (i) Confidential Information
and access to Confidential Information, (ii) compensation and other benefits and (c) access to the Company’s prospects.


 






    2


     


    

 


(c) During
the Non-Compete Term and provided that the Company has made all severance payments provided for herein (to the extent applicable), Executive
will not, directly or indirectly, provide the same or substantially the same services that he provides to the Company to any Business
Enterprise in the Market Area (as defined below) without prior written consent, which will not be unreasonably withheld. This includes
working as an agent, consultant, employee, officer, director, partner or independent contractor or being a shareholder, member, joint
venturer or equity owner in, any such Business Enterprise; PROVIDED, HOWEVER, that the foregoing shall not restrict Executive from holding
up to 5% of the voting power or equity of one or more Business Enterprises. 


 


(d) For
purposes of hereof: 


 


(i) “BUSINESS
ENTERPRISE” means any corporation, partnership, limited liability company, sole proprietorship, joint venture or other business
association or entity (other than the Company) engaged in the business of publishing national and regional publications and development
of technology that serves the needs of online and print publishers and their advertisers in the Market Area;


 


(ii) “MARKET
AREA” means: (1) New York County, New York, and (3) any geographic area in which the Company is conducting any material amount publishing
or development of technology during the Term, and for which he has material responsibilities or about which he has material Confidential
Information; and 


 


(iii)
“NON-COMPETE TERM” means in the case of termination for any reason,
the period from the Effective Date to the date ending 2 years following the date of termination.


 


Section 2.04 Non-Solicitation
of Executives. During the Non-Compete Term, Executive will not, either directly or indirectly, call
on, solicit or induce any other executive or officer of the Company or its affiliates with whom Executive had contact, knowledge of, or
association with in the course of employment with the Company to terminate his employment, and will not assist any other person or entity
in such a solicitation; PROVIDED, HOWEVER, that with respect to soliciting any executive or officer whose employment was terminated by
the Company or its affiliates, or general solicitations for employment not targeted at current officers or employees of the Company or
its affiliates, the foregoing restriction shall not apply.


 


Article III. Termination
of Employment 


 


Section 3.01 Termination
of Employment.


 


(a) Executive’s
employment with the Company shall be terminated (i) immediately upon the death of Executive without further action by the Company,
(ii) upon Executive’s Permanent Disability without further action by the Company, (iii) by the Company for Cause, (iv) by
Executive without Good Reason, (v) by the Company without Cause or by Executive for Good Reason, including by the Company without
Cause or by Executive for Good Reason within 12 months following a Change of Control, provided that, in the case of clause (v),
the terminating party must give at least 30 days’ advance written notice of such termination. For purposes of this ARTICLE III,
“date of termination” means the date of Executive’s death, the date of Executive’s Permanent Disability, or the
date of Executive’s separation from service with the Company, as applicable. 


 


(b) For
purposes hereof: 


 


(i) “CAUSE”
shall include (A) continued failure by Executive to perform substantially Executive’s duties and responsibilities (other than
a failure resulting from Permanent Disability) that is materially injurious to the Company and that remains uncorrected for 10 days after
receipt of appropriate written notice from the Board; (B) engagement in willful, reckless or grossly negligent misconduct that is
materially injurious to Company or any of its affiliates, monetarily or otherwise; (C) except as provided by (D), the indictment
of Executive with a crime involving moral turpitude or a felony; (D) the indictment of Executive for an act of criminal fraud, misappropriation
or personal dishonesty; or (E) a material breach by Executive of any provision of this Agreement that is materially injurious to
the Company and that remains uncorrected for 10 days following written notice of such breach by the Company to Executive identifying the
provision of this Agreement that Company determined has been breached. For purposes of (C) and (D), if the criminal charge is subsequently
dismissed with prejudice or the Executive is acquitted at trial or on appeal then the Executive will be deemed to have been terminated
without Cause.


 






    3


     


    

 


(ii)
“CHANGE OF CONTROL” means the occurrence of any one or more of the following events that occurs after the Effective Date:



 


1) 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”)) becomes a “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities
of the Company representing more than 50% of the voting power of the then outstanding securities of the Company; provided that a Change
of Control shall not be deemed to occur as a result of a transaction in which the Company becomes a subsidiary of another corporation
and in which the stockholders of the Company, immediately prior to the transaction, will beneficially own, immediately after the transaction,
shares entitling such stockholders to more than 50% of all votes to which all stockholders of the parent corporation would be entitled
in the election of directors; or


 


2) The
consummation of (A) a merger or consolidation of the Company with another corporation where the stockholders of the Company, immediately
prior to the merger or consolidation, will not beneficially own, immediately after the merger or consolidation, shares entitling such
stockholders to more than 50% of all votes to which all stockholders of the surviving corporation would be entitled in the election of
directors, (B) a sale or other disposition of all or substantially all of the assets of the Company, or (C) a liquidation or dissolution
of the Company.


 


(iii) “GOOD
REASON” shall mean one or more of the following conditions arising not more than six months before Executive’s termination
date without Executive’s consent: (A) a material breach by the Company of any provision of this Agreement; (B) assignment
by the Board or a duly authorized committee thereof to Executive of any duties that materially and adversely alter the nature or status
of Executive’s position, job descriptions, duties, title or responsibilities from those of a President and Chief Executive Officer,
or eligibility for Company compensation plans; (C) requirement by the Company for Executive to relocate to a primary place of business
which is more than [50] miles away from the Executive’s primary place of business as of the Effective Date of this Agreement; or
(D) a material reduction in Executive’s Base Salary in effect at the relevant time. Notwithstanding anything herein to the
contrary, Good Reason will exist only if Executive provides notice to the Company of the existence of the condition otherwise constituting
Good Reason within 90 days of the initial existence of the condition, and the Company fails to remedy the condition on or before the 30th
day following its receipt of such notice. 


 


(iv)
“PERMANENT DISABILITY” shall mean Executive’s inability to engage in any substantial gainful activity by reason of any
medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous
period of not less than 12 months. Executive will be deemed permanently disabled if determined to be totally disabled by the Social Security
Administration or if determined to be disabled in accordance with a disability insurance program that applies a definition of disability
that complies with the requirements of this paragraph. 


 


(c) If
Executive’s employment is terminated under any of the foregoing circumstances, all future compensation to which Executive is otherwise
entitled and all future benefits for which Executive is eligible, other than those already earned but which is unpaid, shall cease and
terminate as of the date of termination, except as specifically provided in this ARTICLE III. 


 


Article IV. Miscellaneous



 


Section 4.01 Notices.
All notices and other communications required or permitted to be given hereunder shall be in writing and shall be deemed to have been
duly given if delivered personally, mailed by certified mail (return receipt requested) or sent by overnight delivery service, or electronic
mail, or facsimile transmission.


 






    4


     


    

 


Section 4.02 Severability
and Reformation. If any one or more of the terms, provisions, covenants or restrictions of this Agreement
shall be determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions shall remain in full force and effect, and the invalid, void or unenforceable provisions shall be deemed severable.
Moreover, if any one or more of the provisions contained in this Agreement shall for any reason be held to be excessively broad as to
duration, geographical scope, activity or subject, it shall be reformed by limiting and reducing it to the minimum extent necessary, so
as to be enforceable to the extent compatible with the applicable law as it shall then appear. 


 


Section 4.03 Assignment.
This Agreement shall be binding upon and inure to the benefit of the heirs and legal representatives
of Executive and the permitted assigns and successors of the Company, but neither this Agreement nor any rights or obligations hereunder
shall be assignable or otherwise subject to hypothecation by Executive (except by will or by operation of the laws of intestate succession)
or by the Company, except that the Company may assign this Agreement to any successor (whether by merger, purchase or otherwise), if such
successor expressly agrees to assume the obligations of the Company hereunder.


 


Section 4.04 Amendment.
This Agreement may be amended only by writing signed by Executive and by the Company. 


 


Section 4.05 GOVERNING
LAW. THIS AGREEMENT SHALL BE CONSTRUED, INTERPRETED AND GOVERNED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK, WITHOUT REFERENCE TO RULES RELATING TO CONFLICTS OF LAW. 


 


Section 4.06 Jurisdiction.
Each of the parties hereto hereby irrevocably consents and submits to the exclusive jurisdiction of
the state and federal courts located in NEW YORK in connection with any proceeding arising out of or relating to this Agreement or the
transactions contemplated hereby and waives any objection to venue in NEW YORK. In addition, each of the parties hereto hereby waives
trial by jury in connection with any claim or proceeding arising out of or relating to this Agreement or the transactions contemplated
hereby.


 


Section 4.07 Entire
Agreement. This Agreement contains the entire understanding between the parties hereto with respect
to the subject matter hereof and supersedes in all respects any prior or other agreement or understanding, written or oral, between the
Company or any affiliate of the Company and Executive with respect to such subject matter, including the Employment Agreement. 


 


Section 4.08 Counterparts;
No Electronic Signatures. This Agreement may be executed in two or more counterparts, each of which
will be deemed an original. For purposes of determining whether a party has signed this Agreement or any document contemplated hereby
or any amendment or waiver hereof, only a handwritten signature on a paper document or a facsimile transmission of a handwritten original
signature will constitute a signature, notwithstanding any law relating to or enabling the creation, execution or delivery of any contract
or signature by electronic means. 


 


Section 4.09 Construction.
The headings and captions of this Agreement are provided for convenience only and are intended to have
no effect in construing or interpreting this Agreement. The language in all parts of this Agreement shall be in all cases construed in
accordance to its fair meaning and not strictly for or against the Company or Executive. The words “include,” “includes,”
and “including” will be deemed to be followed by “without limitation.” 


 


[signature page follows]


 




    5


     


    


 


IN WITNESS WHEREOF,
the parties hereto have executed this Agreement on the date first written above:





 


	 	Sincerely,
	 	 
	 	
    Millennium Group International Holdings
Limited

	 	 
	 	/s/ Millennium Group International Holdings Limited
	 	 





	AGREED AND ACCEPTED:	 
	 	 
	/s/ Wing Wai “John” Au	 
	Wing Wai “John” Au	 



 


 


6