Exhibit 10.2


 


EMPLOYMENT AGREEMENT


THIS
AGREEMENT is dated as of the 1st  of February, 2012 by and between Universal Travel Group, a
Nevada corporation with its principal office at 9F,Building A, Rongchao Marina Bay Center,No.2021,Haixiu Rd, Baoan District,
Shenzhen, China 518133(the “Company”), and Jun Liu, residing at Room 3, 6F, Unit l, Building 6, Block 1, Hepingli,
Dongcheng, Chaoyang District, Beijing (“Executive”).


WITNESSETH:


WHEREAS,
the Company is desirous of engaging Jun Liu as its Director& Chief Operating Officer and he 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.Employment and Duties.


(a)Subject
to the terms and conditions hereinafter set forth, the Company hereby employs Jun
Liu as its Director& Chief Operating Officer and he shall have the duties and responsibilities associated
with a Director& Chief Operating Officer of a public corporation. During the Term, as hereinafter
defined, Executive shall report to the Company’s Chief Executive Officer and the board of directors.
Executive shall also perform such other duties and responsibilities as may be determined by the Company’s
board of directors, Chief Executive Officer, as long as such duties and responsibilities are consistent
with those of the Company’s Director& Chief Operating Officer.


(b)Executive
shall also serve in such executive capacity or capacities with respect to any affiliate
of the Company to which he may be elected or appointed, provided that such duties are consistent with
those of the Company’s Director& Chief Operating Officer. During the Term, Executive shall receive
no additional compensation for services rendered pursuant to this Section 1(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 5 of this Agreement, this Agreement shall
have an initial term (the “Initial Term”) commencing as of the date of this Agreement and expiring on
January 31, 2013, and continuing on a year-to-year basis thereafter unless terminated by either party on
not less than thirty (30) days notice prior to the expiration of the Initial Term or any one-year extension. The
Initial Term and the one-year extensions are collectively referred to as the “Term.”


2.
Performance. Executive hereby accepts the employment contemplated by this Agreement. During
the Term, he shall devote substantially all of his business time to the performance of his 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.


3.
Compensation and Other Benefits.


(a)
(i)For his services to the Company during the Term, the Company shall: (x) pay Executive
an annual salary (“Salary”) at the rate of Sixty Thousand Dollars ($60,000) and (y) eligibility to
receive bonus compensation and stock options or other equity-based incentives as the discretion of the compensation
committee of the Board of Directors. All Salary payments shall be payable in such installments
as the Company regularly pays its employees in accordance with normal payroll practices.


 






    	 



    	 



    
 


 


(ii)Executive’s base salary as set forth in Paragraph 3(a)(i) above
may be increased at the discretion of the compensation committee of the Board of Directors.


(b)
Executive shall receive the following benefits during the Term:


(i)Major
medical health and dental insurance.


(ii)Vacation
in accordance with Company policy which shall provide for not less than two (2) weeks
per year.


4.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 his services pursuant to this Agreement hereunder
in accordance with the Company’s expense reimbursement policy.


5.Termination
of Employment.


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


(b)This
Agreement and Executive’s employment pursuant to this Agreement, may be terminated by him or the Company on not less than
thirty (30) days’ written notice, including in the event of Executive’s
Disability. The term “Disability” shall mean any illness, disability or incapacity of Executive
which prevents him from substantially performing his regular duties for a period of three (3) consecutive months or four (4) 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 5(b) unless he is eligible for disability payments under his 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, provided that such instructions are reasonable and consistent with
his duties as set forth in Section 1 of this Agreement or any other failure or refusal by Executive to perform
his duties required by said Section 1; provided, however, that Executive shall have received notice
from the Board specifying the nature of such failure in reasonable detail and he shall have failed to cure
the failure within ten (10) business days after receipt of such notice:


(ii)a
breach of Section 6, 7 or 8 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)his
use of illegal substances;


(v)his
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 him, which damages
the Company or any of its affiliates or their property, business or reputation;






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(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 5(c)(vii) of this
Agreement.


(d)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 Director& Chief Operating Officer, unless such
change was made with his consent.


(iii)Any
action on the part of the Company which impairs Executive’s ability to exercise his duties as the Company’s Director & Chief Operating Officer.


6.
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 his employment and engagement
as Chief Financial Officer, Executive agrees that he will not, during or after the Term, without
the 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 him
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 he is required to make disclosure pursuant to legal process, he 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 either (i)
been developed by him independent of any of the Company’s confidential or proprietary
information or (ii) been disclosed to him by a person not subject to a confidentiality agreement with or other obligation of confidentiality
to the Company. For the purposes of Sections 6, 7 and 8 of this Agreement, the term
“Company” shall include the Company, its parent, its subsidiaries and its
affiliates.


 






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7.
Covenant Not To Solicit or Compete.


(a)
During the period from the date of this Agreement until one (1) year following the date on
which Executive’s employment is terminated, he 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 7 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 his employment);


(ii)solicit
for himself 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 his 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 6 and 7 of this Agreement are a condition of his 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.


8.
Inventions and Discoveries. Executive agrees promptly to disclose in writing to the Company any
invention or discovery made by him 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 him 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 his 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
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. If services
in connection with applications for copyrights and/or patents are performed by Executive at the Company’s
request after the termination of his employment hereunder, the Company shall pay his reasonable
compensation for such services rendered after termination of this Agreement.


 



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9.
Injunctive Relief. Executive agrees that his violation or threatened violation of any of the provisions
of Sections 6, 7 or 8 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 him from
any violation or threatened violation of such provisions and compelling him to comply with such provisions. In the event an injunction
is issued against any such violation by Executive, the period referred to in Section
7 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 6, 7, 8 and 9 of this Agreement shall survive any termination
of this Agreement and Executive’s employment pursuant to this Agreement.


10.
Miscellaneous.


(a)Executive
represents, warrants, covenants and agrees that he has a right to enter into this
Agreement, that he is not a party to any agreement or understanding, oral or written, which would prohibit performance of his obligations
under this Agreement, and that he will not use in the performance of his obligations
hereunder any proprietary information of any other party which he 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 his life, on which the Company
will be the beneficiary. Such cooperation shall include the execution of any applications or other
documents requiring his 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 (86)75593668556 or to Executive at (86)75583667993,
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 him 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 7(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 understanding 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.






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(g)Neither
party hereto shall have the right to assign or transfer any of its or his rights hereunder except in connection with a merger of
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.





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


 


	 	UNIVERSAL TRAVEL GROUP
	 	 
	 	 
	 	By: 	/s/ Yuan Jiduan
	 	 	Yuan Jiduan
Chairman, Compensation Committee
	 	 	 
	 	 	 
	 	By: 	Jiang Jiangping
	 	 	Jiang Jiangping
Chairperson of Board, Chief Executive Officer
	 	 	 
	 	 	 
	 	Executive:	 
	 	 	 
	 	 	/s/ Jun Liu
	 	 	Jun Liu



 






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