Exhibit 10.1


 


EMPLOYMENT AGREEMENT


 


This EMPLOYMENT
AGREEMENT (the “Agreement”), is entered into as of October 17, 2022 (the “Effective Date”), by and
between GREEN GIANT INC., incorporated under the laws of the State of Florida (the “Company”), and Sheng (Dorothy)
Liu, an individual (the “Executive”). Except with respect to the direct employment of the Executive by the Company,
the term “Company” as used herein with respect to all obligations of the Executive hereunder shall be deemed to include the
Company and all of its subsidiaries and affiliated entities (collectively, the “Group”).


 


RECITALS


 





		A.	The Company desires to employ the Executive as its Chief Operating
Officer and to assure itself of the services of the Executive during the term of Employment (as defined below).



 







		B.	The Executive desires to be employed by the Company as its Chief
Operating Officer during the term of Employment and upon the terms and conditions of this Agreement.



 


AGREEMENT



 


The parties
hereto agree as follows:


 





1. POSITION 


 


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


 


 


2. TERM


 


Subject to the
terms and conditions of this Agreement, the initial term of the Employment shall be 2 years commencing on the Effective Date, unless terminated
earlier pursuant to the terms of this Agreement. The Employment will be renewed automatically for additional one-year terms if neither
the Company nor the Executive provides a notice of termination of the Employment to the other party or otherwise proposes to renegotiate
the terms of the Employment with the other party within three months prior to the expiration of the applicable term.


 


 


3. DUTIES AND RESPONSIBILITIES


 


		a)	The Executive’s duties at the Company will include all jobs assigned by the Company’s Board
of the Directors (the “Board”).



 


		b)	The Executive shall devote all of his working time, attention and skills to the performance of his duties
at the Company and shall faithfully and diligently serve the Company in accordance with this Agreement, the Certificate of Incorporation
and Bylaws of the Company, as amended and restated from time to time (the






		c)	“Charter Documents”), and the guidelines, policies and procedures of the Company approved
from time to time by the Board.



 


		d)	The Executive shall use his best efforts to perform his duties hereunder. The Executive 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 engages in the same business in which the Company engages
(any such business or entity, a “Competitor”), provided that nothing in this clause shall preclude the Executive from
holding any shares or other securities of any Competitor that is listed on any securities exchange or recognized securities market anywhere
if such shares or securities represent less than 5% of the competitors outstanding shares and securities. The Executive shall notify the
Company in writing of his interest in such shares or securities in a timely manner and with such details and particulars as the Company
may reasonably require



 






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4. NO BREACH OF CONTRACT


  


The Executive
hereby represents to the Company that: (i) the execution and delivery of this Agreement by the Executive and the performance by the Executive
of the Executive’s duties hereunder shall not constitute a breach of, or otherwise contravene, the terms of any other agreement
or policy to which the Executive is a party or otherwise bound, except for agreements entered into by and between the Executive and any
member of the Group pursuant to applicable law, if any; (ii) that the Executive has no information (including, without limitation, confidential
information and trade secrets) relating to any other person or entity which would prevent, or be violated by, the Executive entering
into this Agreement or carrying out his duties hereunder; (iii) that the Executive is not bound by any confidentiality, trade secret
or similar agreement (other than this) with any other person or entity except for other member(s) of the Group, as the case may be.


 


5. Intentionally
Omitted 


 


6. COMPENSATION AND BENEFITS 


 


		a)	Base Salary. The Executive’s initial base salary shall be $25,000 per year, paid in periodic
installments in accordance with the Company’s regular payroll practices, and such compensation is subject to annual review and adjustment
by the Board.



 


		b)	Bonus. The Executive shall be eligible for Bonuses determined by the Board.



 


		c)	Equity Incentives. To the extent the Company adopts and maintains a share incentive plan, the Executive
will be eligible to participate in such plan pursuant to the terms thereof as determined by the Board.



 


		d)	Benefits. The Executive 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 and travel/holiday plan.



 


		e)	Expenses. The Executive shall be entitled to reimbursement by the Company for all reasonable ordinary
and necessary travel and other expenses incurred by the Executive in the performance of his duties under this Agreement; provided that
he properly accounts for such expenses in accordance with the Company’s policies and procedures.



 


7. TERMINATION OF THE AGREEMENT


  


		(a)	By the Company.



 


(i) 
For Cause. The Company may terminate the Employment for cause, at any time, without notice or remuneration (unless notice
or remuneration is specifically required by applicable law, in which case notice or remuneration will be provided in accordance with
applicable law), if: 


 


		(1)	the Executive is convicted or pleads guilty to a felony or to an act of fraud,
misappropriation or embezzlement,



 


		(2)	the Executive has been grossly negligent or acted dishonestly to the detriment
of the Company,



 


		(3)	the Executive has engaged in actions amounting to willful misconduct or failed
to perform his duties hereunder and such failure continues after the Executive is afforded a reasonable opportunity to cure such failure;
or



 






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		(4)	the Executive violates Section 8 or 10 of this Agreement.



 


Upon termination
for cause, the Executive shall be entitled to the amount of base salary earned and not paid prior to termination. However, the Executive
will not be entitled to receive payment of any severance benefits or other amounts by reason of the termination, and the Executive’s
right to all other benefits will terminate, except as required by any applicable law.


 


(ii) For
death and disability. The Company may also terminate the Employment, at any time, without notice or remuneration (unless notice or
remuneration is specifically required by applicable law, in which case notice or remuneration will be provided in accordance with applicable
law), if: 


 


		(1)	the Executive has died, or



  


		(2)	the Executive has a disability which shall mean a physical or mental impairment
which, as reasonably determined by the Board, renders the Executive unable to perform the essential functions of his employment with the
Company, with or without reasonable accommodation, for more than 120 days in any 12-month period, unless a longer period is required by
applicable law, in which case that longer period would apply.



  


Upon termination
for death or disability, the Executive shall be entitled to the amount of base salary earned and not paid prior to termination. However,
the Executive will not be entitled to receive payment of any severance benefits or other amounts by reason of the termination, and the
Executive’s right to all other benefits will terminate, except as required by any applicable law.


 


		(iii)	Without Cause. The Company may terminate the Employment without cause, at
any time, upon one month prior written notice. Upon termination without cause, the Company shall provide the following severance payments
and benefits to the Executive: (1) a lump sum cash payment equal to1 months of the Executive’s base salary as of the date of such
termination; (2) a lump sum cash payment equal to a pro-rated amount of his target annual bonus for the year immediately preceding the
termination, if any; (3) payment of premiums for continued health benefits under the Company’s health plans for 12 months fo1lowing
the termination, if any; and (4) immediate vesting of 100% of the then-unvested portion of any outstanding equity awards held by the Executive.



  


Upon termination
without, the Executive shall be entitled to the amount of base salary earned and not paid prior to termination. 


 


		(iv)	Change of Control Transaction. If the Company or its successor terminates
the Employment upon a merger, consolidation, or transfer or sale of all or substantially all of the assets of the Company with or to any
other individual(s) or entity (the “Change of Control Transaction”), the Executive shall be entitled to the following
severance payments and benefits upon such termination: (1) a lump sum cash payment equal to 1 months of the Executive’s base salary
at a rate equal to the greater of his/her annual salary in effect immediate1y prior to the termination, or his/her then current annua1
salary as of the date of such termination; (2) a lump sum cash payment equal to a pro-rated amount of his/her target annual bonus for
the year immediately preceding the termination; (3) payment of premiums for continued health benefits under the Company’s health
plans for 12 months fo1lowing the termination; and (4) immediate vesting of 100% of the then unvested portion of any outstanding equity
awards held by the Executive.



 






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		(b)	By the Executive. The Executive may terminate the Employment at any time
with a one-month prior written notice to the Company, if (1) there is a material reduction in the Executive’s authority, duties
and responsibilities, or (2) there is a material reduction in the Executive’s annual salary. Upon the Executive’s termination
of the Employment due to either of the above reasons, the Company shall provide compensation to the Executive equivalent to 1 months of
the Executive’s base salary that he is entitled to immediately prior to such termination. In addition, the Executive may resign
prior to the expiration of the Agreement if such resignation is approved by the Board or an alternative arrangement with respect to the
Employment is agreed to by the Board.



 


		(c)	Notice of Termination. Any termination of the Executive’s employment
under this Agreement shall be communicated by written notice of termination from the terminating party to the other party. The notice
of termination shall indicate the specific provision(s) of this Agreement relied upon in effecting the termination.



 


8. CONFIDENTIALITY AND NON-DISCLOSURE


 


(a) 
Confidentiality and Non-disclosure. The Executive hereby agrees at all times during the term of the Employment and after
his termination, to hold in the strictest confidence, and not to use, except for the benefit of the Company, or to disclose to any person,
corporation or other entity without prior written consent of the Company, any Confidential Information. The Executive understands that
 “Confidential Information” means any proprietary or confidential information of the Company, its affiliates, or their respective
clients, customers or partners, including, without limitation, technical data, trade secrets, research and development information, product
plans, services, customer lists and customers, supplier lists and suppliers, software developments, inventions, processes, formulas,
technology, designs, hardware, configuration information, personnel information, marketing, finances, information about the suppliers,
joint ventures, franchisees, distributors and other persons with whom the Company does business, information regarding the skills and
compensation of other employees of the Company or other business information disclosed to the Executive by or obtained by the Executive
from the Company, its affiliates, or their respective clients, customers or partners, either directly or indirectly, in writing, orally
or otherwise, if specifically indicated to be confidential or reasonably expected to be confidential. Notwithstanding the foregoing,
Confidential Information shall not include information that is generally available and known to the public through no fault of the Executive.


 


(b) Company
Property. The Executive understands that all documents (including computer records, facsimile and e-mail) and materials created,
received or transmitted in connection with his work or using the facilities of the Company are property of the Company and subject to
inspection by the Company at any time. Upon termination of the Executive’s employment with the Company (or at any other time when
requested by the Company), the Executive will promptly deliver to the Company all documents and materials of any nature pertaining to
his work with the Company and will provide written certification of his compliance with this Agreement. Under no circumstances will the
Executive have, following his termination, in his possession any property of the Company, or any documents or materials or copies thereof
containing any Confidential Information.


 


(c) 
Former Employer Information. The Executive agrees that he has not and will not, during the term of his employment, (i)
improperly use or disclose any proprietary information or trade secrets of any former employer or other person or entity with which the
Executive has an agreement or duty to keep in confidence information acquired by Executive, if any, or (ii) bring into the premises of
the Company any document or confidential or proprietary information belonging to such former employer, person or entity unless consented
to in writing by such former employer, person or entity. The Executive will indemnify the Company and hold it harmless from and against
all claims, liabilities, damages and expenses, including reasonable attorneys’ fees and costs of suit, arising out of or in connection
with any violation of the foregoing.


 


(d) Third
Party Information. The Executive recognizes that the Company may have received, and in the future may receive, from third parties
their confidential or proprietary information subject to a duty on the Company’s part to maintain the confidentiality of such information
and to use it only for certain limited purposes. The Executive agrees that the Executive owes the Company and such third parties, during
the Executive’s employment by the Company and thereafter, a duty to hold all such confidential or proprietary information in the
strictest confidence and not to disclose it to any person or firm and to use it in a manner consistent with, and for the limited purposes
permitted by, the Company’s agreement with such third party.


 






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


 


9. CONFLICTING
EMPLOYMENT.


 


The Executive
hereby agrees that, during the term of his employment with the Company, he or she will not engage in any other employment, occupation,
consulting or other business activity related to the business in which the Company is now involved or becomes involved during the term
of the Executive’s employment, nor will the Executive engage in any other activities that conflict with his obligations to the Company
without the prior written consent of the Company.


 


10. NON-COMPETITION AND NON-SOLICITATION


 


In consideration
of the salary paid to the Executive by the Company and subject to applicable law, the Executive agrees that during the term of the Employment
and for a period of one (1) year following the termination of the Employment for whatever reason: 


 


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


 


(b) The Executive
will not assume employment with or provide services as a director or otherwise for any Competitor, or engage, whether as principal, partner,
licensor or otherwise, in any Competitor; and


 


(c) 
The Executive 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. 


 


The provisions
contained in Section 10 are considered reasonable by the Executive 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 Executive breaches this Section 10, the Executive
acknowledges that there will be no adequate remedy at law, and the Company shall be entitled to injunctive relief and/or a decree for
specific performance, and such other relief as may be proper (including monetary damages if appropriate). In any event, the Company shall
have right to seek all remedies permissible under applicable law.


 


11. WITHHOLDING TAXES


 


Notwithstanding
anything else herein to the contrary, the Company may withhold (or cause there to be withheld, as the case may be) from any amounts otherwise
due or payable under or pursuant to this Agreement such national, provincial, local or any other income, employment, or other taxes as
may be required to be withheld pursuant to any applicable law or regulation.


 






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12. ASSIGNMENT


 


This Agreement
is personal in its nature and neither of the parties hereto shall, without the consent of the other, assign or transfer this Agreement
or any rights or obligations hereunder; provided, however, that (i) the Company may assign or transfer this Agreement or any rights or
obligations hereunder to any member of the Group without such consent, and (ii) in the event of a Change of Control Transaction, this
Agreement shall, subject to the provisions hereof, 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.


 


13. SEVERABILITY


 


If any provision
of this Agreement or the application thereof is held invalid, the invalidity shall not affect other provisions or applications of this
Agreement which can be given effect without the invalid provisions or applications and to this end the provisions of this Agreement are
declared to be severable. 


 


14. ENTIRE AGREEMENT 


 


This Agreement
constitutes the entire agreement and understanding between the Executive and the Company regarding the terms of the Employment and supersedes
all prior or contemporaneous oral or written agreements concerning such subject matter, including any prior agreements between the Executive
and a member of the Group. The Executive 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
Executive and the Company. 


 


15. GOVERNING LAW; JURISDICTION 


 


This Agreement
shall be governed by and construed in accordance with the laws of the State of New York and each of the parties irrevocably consents
to the jurisdiction and venue of the federal and state courts located in New York. 


 


16. AMENDMENT


 


This Agreement
may not be amended, modified or changed (in whole or in part), except by a formal, definitive written agreement expressly referring to
this Agreement, which agreement is executed by both of the parties hereto.


 


17. WAIVER


 


Neither the
failure nor any delay on the part of a party to exercise any right, remedy, power or privilege under this Agreement shall operate as
a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise
of the same or of any right, remedy, power or privilege, nor shall any waiver of any right, remedy, power or privilege with respect to
any occurrence be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence. No waiver shall
be effective unless it is in writing and is signed by the party asserted to have granted such waiver.


 


18. NOTICES


 


All notices, requests,
demands and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly
given and made if (i) delivered by hand, (ii) otherwise delivered against receipt therefor, or (iii) sent by a recognized courier with
next-day or second-day delivery to the last known address of the other party.


 






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19. COUNTERPARTS


 


This Agreement
may be executed in any number of counterparts, each of which shall be deemed an original as against any party whose signature appears
thereon, and all of which together shall constitute one and the same instrument. This Agreement shall become binding when one or more
counterparts hereof, individually or taken together, shall bear the signatures of all of the parties reflected hereon as the signatories. 


 


Photographic
copies of such signed counterparts may be used in lieu of the originals for any purpose. 


 


20. NO INTERPRETATION AGAINST
DRAFTER 


 


Each party
recognizes that this Agreement is a legally binding contract and acknowledges that it, he or she has had the opportunity to consult with
legal counsel of choice. In any construction of the terms of this Agreement, the same shall not be construed against either party on
the basis of that party being the drafter of such terms. 


 


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


 





	 	 	GREEN GIANT INC.
	 	 	 	 
	 	 	By:	/s/ Neng Chen
	 	 	Name:	Neng Chen       
	 	 	 	 
	 	 	Executive
	 	 	 	 
	 	 	Signature:	/s/ Sheng (Dorothy) Liu
	 	 	Name:	Sheng (Dorothy) Liu


 






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