Exhibit 10.1


 


EMPLOYMENT AGREEMENT


 


This EMPLOYMENT AGREEMENT
(the “Agreement”) is made and entered into as of November 16, 2020 (the “Effective Date”),
by and between Future FinTech Group Inc., a Florida corporation (the “Company”), and Yang Liu (the “Executive”).


 


WITNESSETH:


 


WHEREAS, the parties
desire to enter into this Agreement setting forth the terms and conditions of the employment relationship between the Executive
and the Company.


 


NOW, THEREFORE, in consideration
of the foregoing premises and the mutual covenants and agreements contained herein, the parties hereto agree as follows:


 


1. EMPLOYMENT.


 


1.1 Agreement
to Employ. The Company hereby agrees to employ Executive, and Executive hereby agrees to serve, subject to the provisions of
this Agreement, as an officer and employee of the Company.


 


1.2 Duties
and Schedule. Executive shall serve as the Company’s Chief Operation Officer of the Company and shall be subject to the
bylaws of the Company and determined by the Board of Directors of the Company (the “Board”). The Executive hereby
agrees to devote his best efforts to the faithful performance of his duties and to the promotion and advancement of the business
and affairs of the Company. The Executive shall report directly to the CEO and shall have such responsibilities as designated by
the CEO to the extent that such responsibilities are not inconsistent with all applicable laws, regulations and rules. Executive
shall devote his best efforts and all of his business time to his position with the Company and shall have no other employment
with a third party during the Term.


 


2. TERM
OF EMPLOYMENT. Unless Executive’s employment shall sooner terminate pursuant to Section 4, the Company shall employ Executive
for a one-year term commencing on the Effective Date (the “Term”), which Term shall be renewable upon mutual
agreement of the Company and the Executive.


 


3. COMPENSATION.


 


3.1 Salary
and Bonus. Executive’s salary during the Term shall be US$ 1 per year after tax (the “Salary”). At the sole
discretion of the Board, or any committee duly designated by the Board and authorized to act thereto, the Executive shall be eligible
for an annual cash or equity bonus.


 


3.2 Vacation.
Executive shall be entitled to 8 days of paid vacation per year. In the event that Executive remains employed by the Company for
one year or more, Executive shall be entitled to 12 days of paid vacation.


 


3.3 Business
Expenses. Executive shall be reimbursed by the Company for all ordinary and necessary expenses incurred by Executive; provided
that they are incurred and approved in writing in accordance with the Company’s expense policy.


 


3.4 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. 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.


 




     


     


    

 


4. TERMINATION.


 


4.1 Death.
This Agreement shall terminate immediately upon the death of Executive, and Executive’s estate or Executive’s legal
representative, as the case may be, shall be entitled to Executive’s accrued and unpaid Salary as of the date of Executive’s
death, plus all other compensation and benefits that were vested through the date of Executive’s death.


 


4.2 Disability.
In the event of Executive’s Disability, this Agreement shall terminate and Executive shall be entitled to (a) accrued and
unpaid Salary and vacation through the first date that a Disability is determined; and (b) all other compensation and benefits
that were vested through the first date that a Disability has been determined. “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 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.


 


4.3 Termination
by Company for Cause. The Company may terminate the Executive for Cause and such termination shall take effect upon the receipt
by Executive of the Notice of Termination. Upon the effective date of the termination for Cause, Executive shall be solely entitled
to accrued and unpaid Salary through such effective date. “Cause” means: (i) engaging in any act, omission
or misconduct that is injurious to the Company or an affiliate; (ii) gross negligence or willful misconduct in connection with
the performance of duties; (iii) conviction of a criminal offense (other than minor traffic offenses); (iv) fraud, embezzlement
or misappropriation of funds or property of the Company or an affiliate; (v) material breach of any term of any employment or
other services, confidentiality, intellectual property or non-competition agreements, if any, between the Executive and the Company
or an affiliate; (vi) the entry of an order duly issued by any regulatory agency (including federal, state and local regulatory
agencies and self-regulatory bodies) having jurisdiction over the Company or an affiliate requiring the removal of the Executive
from any office held with the Company or prohibiting the Executive from participating in the business or affairs of the Company
or any affiliate; or (vii) the revocation or threatened revocation of any of the Company’s or an affiliate’s government
licenses, permits or approvals, which is primarily due to the Executive’s action or inaction and such revocation or threatened
revocation would be alleviated or mitigated in any material respect by the termination of the Executive’s employment or
services with the Company or an affiliate.


 


4.4 Voluntary
Termination by Executive. The Executive may voluntarily terminate his employment for any reason and such termination shall
take effect 30 days after the receipt by Company of the Notice of Termination. Upon the effective date of such termination, Executive
shall be entitled to (a) accrued and unpaid Salary and vacation through such termination date; and (b) all other compensation and
benefits that were vested through such termination date. In the event Executive is terminated without notice, it shall be deemed
a termination by the Company for Cause.


 


4.5 Notice
of Termination. Any termination of the employment by the Company or the Executive shall be communicated by a notice in accordance
with Section 8.4 of this Agreement (the “Notice of Termination”). Such notice shall (a) indicate the specific
termination provision in this Agreement relied upon and (b) if the termination is for Cause, the date on which the Executive’s
employment is to be terminated.


 


4.6 Severance.
The Executive shall not be entitled to severance payments upon any termination provided in Section 4 herein.


 


5. EMPLOYEE’S
REPRESENTATION. The Executive represents and warrants to the Company that: (a) he is subject to no contractual, fiduciary or
other obligation which may affect the performance of his duties under this Agreement; (b) he has terminated, in accordance with
their terms, any contractual obligation which may affect his performance under this Agreement; and (c) his employment with the
Company will not require him to use or disclose proprietary or confidential information of any other person or entity.


 






    2


     


    




 


6. CONFIDENTIAL INFORMATION Except
as permitted or directed by the Board of Directors of the Company in writing, during the time the Executive is employed by the
Company or at any time thereafter, the Executive shall not use for his personal purposes nor divulge, furnish, or make accessible
to anyone or use in any way (other than in the ordinary course of the business of the Company) any confidential or secret information
or knowledge of the Company, whether developed by himself or by others. Such confidential and/or secret information encompassed
by this Section 6 includes, but is not limited to, the Company’s customer and supplier lists, trade secrets, ideas, concepts,
designs, software, coding, configurations, specifications, drawings, blueprints, diagrams, models, prototypes, samples, flow charts
processes, techniques, formulas, improvements, inventions, domain names, data, know-how, discoveries, copyrightable materials,
marketing plans and strategies, sales and financial reports and forecasts, 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). The Executive agrees to refrain from any acts or omissions that would
reduce the value of any confidential or secret knowledge or information to the Company, both during his employment hereunder and
at any time after the termination of his employment. The Executive’s obligations of confidentiality under this Section 6
shall not apply to any knowledge or information that is now published publicly or that subsequently becomes generally publicly
known, other than as a direct or indirect result of a breach of this Agreement by the Executive.


 


7. NON-COMPETITION: NON-SOLICITATION; INVENTIONS.


 


7.1 Non-Competition.
During the employment of the Executive under this Agreement and for a period of six (6) months after termination of such employment,
the Executive shall not at any time compete on his own behalf, or on behalf of any other person or entity, with the Company or
any of its affiliates within all territories in which the Company does business with respect to the business of the Company or
any of its affiliates as such business shall be conducted on the date hereof or during the employment of the Executive under this
Agreement. The ownership by the Executive of not more than 5% of a corporation, partnership or other enterprise shall not constitute
a violation hereof.


 


7.2 Non-Solicitation.
During the employment of the Executive under this Agreement and thereafter Executive shall not at any time (i) solicit or induce,
on his own behalf or on behalf of any other person or entity, any employee of the Company or any of its affiliates to leave the
employ of the Company or any of its affiliates; or (ii) solicit or induce, on his own behalf or on behalf of any other person or
entity, any customer or Prospective Customer of the Company or any of their respective affiliates to reduce its business with the
Company or any of its affiliates. For the purposes of this Agreement, “Prospective Customer” shall mean any
individual, corporation, trust or other business entity which has either (a) entered into a nondisclosure agreement with the Company
or any Company subsidiary or affiliate or (b) has within the preceding 12 months received a currently pending and not rejected
written proposal in reasonable detail from the Company or any of the Company’s subsidiary or affiliate.


 


7.3 Inventions
and Patents. The Company shall be entitled to the sole benefit and exclusive ownership of any intellectual property including
but not limited to copy rights, designs and patents, inventions or improvements in products, processes, or other things that may
be made or discovered by Executive while he is in the service of the Company, and all patents for the same. During the Term, Executive
shall do all acts necessary or required by the Company to give effect to this section and, following the Term, Executive shall
do all acts reasonably necessary or required by the Company to give effect to this section. In all cases, the Company shall pay
all reasonable costs and fees associated with such acts by Executive.


 


7.4 Return
of Property. The Executive agrees that all property in the Executive’s possession that he obtains or is assigned in the
course of his employment with the Company, including, without limitation, all documents, reports, manuals, memoranda, customer
lists, credit cards, keys, access cards, and all other property relating in any way to the business of the Company, is the exclusive
property of the Company, even if the Executive authored, created, or assisted in authoring or creating such property. The Executive
shall return to the Company all such property immediately upon termination of employment or at such earlier time as the Company
may request.


 


7.5 Court
Ordered Revisions. If any portion of this Section 7 is found by a court of competent jurisdiction to be invalid or unenforceable,
but would be valid and enforceable if modified, this Section 7 shall apply with such modifications necessary to make this Section
7 valid and enforceable. Any portion of this Section 7 not required to be so modified shall remain in full force and effect and
not be affected thereby.


 




    3


     


    

 


7.6 Specific
Performance. The Executive acknowledges that the remedy at law for any breach of any of the provisions of Section 7 will be
inadequate, and that the Company shall be entitled, in addition to any remedy at law or in equity, to preliminary and permanent
injunctive relief and specific performance.


 


8. MISCELLANEOUS.


 


8.1 Indemnification.
The Company and each of its subsidiaries shall, to the maximum extent provided under applicable law, indemnify and hold Executive
harmless from and against any expenses, including reasonable attorney’s fees, judgments, fines, settlements and other legally
permissible amounts (“Losses”), incurred in connection with any proceeding arising out of, or related to, Executive’s
employment by the Company, other than any such Losses incurred as a result of Executive’s negligence or willful misconduct.
The Company shall, assume the defense of the action or proceeding against the Executive mentioned above and will employ counsel
reasonably satisfactory to the Executive and will pay the reasonable fees and expenses of such counsel, or advance to Executive
any expenses, including attorney’s fees and costs of settlement, incurred in defending any such proceeding to the maximum
extent permitted by applicable law. Such costs and expenses incurred by Executive in defense of any such proceeding shall be paid
by the Company or applicable subsidiary in advance of the final disposition of such proceeding promptly upon receipt by the Company
of (a) written request for payment; (b) appropriate documentation evidencing the incurrence, amount and nature of the costs and
expenses for which payment is being sought; and (c) an undertaking adequate under applicable law made by or on behalf of Executive
to repay the amounts so advanced if it shall ultimately be determined pursuant to any non-appealable judgment or settlement that
Executive is not entitled to be indemnified by the Company or any subsidiary thereof. If the Company obtains director and officer
insurance coverage for any period in which Executive was an officer of the Company, Executive shall be a named insured and shall
be entitled to the coverage thereunder.


 


8.3 Applicable
Law. Except as may be otherwise provided herein, this Agreement shall be governed by and construed in accordance with the laws
of the State of Florida, applied without reference to principles of conflict of laws. Any legal action or proceeding arising out
of or relating to this Agreement shall be brought in the courts in the State of Florida.


 


8.4 Amendments.
This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective
successors or legal representatives.


 


8.5 Notices.
All notices and other communications hereunder shall be in writing and shall be given by hand-delivery to the other party, by an
international mail courier, or by registered or certified mail, return receipt requested, postage prepaid,


 


addressed as follows:


 


If to the Executive:


 


Attn: Yang Liu


 


If to the Company:


Future FinTech Group Inc.


Room 2302, South Tower T1, Kaisa Plaza


No. 86 Jianguo Avenue, Chaoyang District


Beijing, China 100025


Attn: the CEO Shanchun Huang











 


Or to such other address as either party shall
have furnished to the other in writing in accordance herewith. Notices and communications shall be effective when delivered to
the addressee.


 






    4


     


    

 


8.4 Withholding.
The Company may withhold from any amounts payable under the Agreement, such federal, state and local income, unemployment, social
security and similar employment related taxes and similar employment related withholdings as shall be required to be withheld pursuant
to any applicable law or regulation.


 


8.5 Severability.
The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement and any such provision which is not valid or enforceable in whole shall be enforced to the maximum
extent permitted by law.








8.6 Captions. The captions of this Agreement are not
part of the provisions and shall have no force or effect. 


 


8.7 Entire
Agreement. This Agreement contains the entire agreement among the parties concerning the subject matter hereof and supersedes
all prior agreements, understandings, discussions, negotiations and undertakings, whether written or oral, between the parties
with respect thereto.


 


8.8 Survival.
The respective rights and obligations of the parties hereunder shall survive any termination of this Agreement or the Executive’s
employment hereunder to the extent necessary to the intended preservation of such rights and obligations.


 


8.9 Waiver.
Either Party's failure to enforce any provision or provisions of this Agreement shall not in any way be construed as a waiver of
any such provision or provisions, or prevent that party thereafter from enforcing each and every other provision of this Agreement.


 


8.10 Successors.
This Agreement is personal to Executive and, without the prior express written consent of the Company, shall not be assignable
by Executive. This Agreement shall inure to the benefit of and be enforceable by Executive’s estate, heirs, beneficiaries,
and/or legal representatives. This Agreement shall inure to the benefit of and be binding upon the Company and its successors and
assigns.


 


8.11 Joint
Efforts/Counterparts. Preparation of this Agreement shall be deemed to be the joint effort of the parties hereto and shall
not be construed more severely against any party. This Agreement may be signed in two or more counterparts, each of which shall
be deemed an original and all of which together shall constitute one and the same instrument.


 


8.12 Representation
by Counsel. Each Party hereby represents that it has had the opportunity to be represented by legal counsel of its choice in
connection with the negotiation and execution of this Agreement.


 


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


 


	EXECUTIVE:
	 	FUTURE FINTECH GROUP INC.
	 	 	 
	By:
	/s/ Yang Liu
	 	 
	Name:	Yang Liu	 	By:	/s/
    Shanchun Huang
	 	 	Name: 	Shanchun Huang
	 	 	Title: 	CEO



 


 


5