Goldenway, Inc.: Exhibit 10.1 - Filed by newsfilecorp.com






EXECUTIVE EMPLOYMENT AGREEMENT

     This EXECUTIVE EMPLOYMENT
AGREEMENT (“Agreement”), dated as of December 20, 2011, is entered into between
Goldenway, Inc., a Nevada corporation with its principal office located at
Suites 3701-4, 37/F Tower 6, The Gateway, Harbour City, Tsim Sha Tsui, Kowloon,
Hong Kong (“Company”), and Ricky Wai Lam Lai (the “Executive”). 

     WHEREAS, the Company desires to
engage the Executive as, and the Executive agrees to serve as, Chief Executive
Officer of the Company, upon the terms and conditions contained herein.

     NOW THEREFORE, for good and
valuable consideration, the sufficiency of which is hereby acknowledged by the
parties, the parties hereto hereby agree as follows:

	1. 	EFFECTIVENESS OF AGREEMENT AND EFFECTIVE
      DATE 
	 	 
	 	This Agreement will become
      effective as of the date hereof. For the purpose of this Agreement, the
      term “Effective Date” means December 20, 2011.



	2. 	EMPLOYMENT AND DUTIES




	2.1 	
      General. The Executive will perform such duties
      and services for the Company as may be designated from time to time by the
      Board of Directors of the Company (the “Board”). The Executive agrees to
      serve the Company faithfully and to the best of his ability under the
      direction of the Board and to carry out the functions typically performed
      by a Chief Executive Officer. He further agrees to perform such duties in
      accordance with the general fiduciary duties of officers and directors
      arising under the Nevada Revised Statutes.

	 	 
	2.2 	
      Term of Employment. The Executive’s employment
      under this Agreement will commence as of the date hereof and will
      terminate on the first year of the Effective Date; provided,
      however, that the term of the Executive’s employment will be
      automatically extended without further action of either party for
      additional one (1) year periods unless written notice of either party’s
      intention not to extend has been given to the other party hereto at least
      thirty (30) days prior to the expiration of the then effective term (the
      initial term and any extensions thereof, the “Term of Employment”).
      Notwithstanding the foregoing, the Executive’s employment may be
      terminated during the Term of Employment as provided in Section 5
      below.

	 	 
	2.3 	
      Reimbursement of Expenses. Unless otherwise agreed
      to by the Executive and the Company, the Company will reimburse the
      Executive for reasonable travel and other business expenses incurred by
      him to fulfill his duties hereunder upon presentation by the Executive of
      an itemized account of such expenditures, in accordance with Company
      practices consistently applied.

	 	 
	3.	
      COMPENSATION

	 	 
	3.1 	
      Base Salary. From the Effective Date, the
      Executive will be entitled to receive a base salary (“Base Salary“)
      at a rate of not less than US$100,000 per annum, payable in accordance
      with the Company’s payroll practices and applicable law. If the rate of
      Base Salary per annum paid to Executive is increased during the Term of
      Employment, such increased rate will thereafter constitute the Base Salary
      for all purposes of this Agreement. Base Salary will not be decreased
      during the Term of Employment without the mutual consent of Executive and
      the Company.



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	3.2 	Annual Review. The Executive’s Base
      Salary will be reviewed by the Board, based upon the Executive’s
      performance not less than annually. 
	  	  
	3.3 	Bonus Compensation. In addition to his
      Base Salary, Executive shall be eligible to receive an annual cash
      performance bonus (the “Bonus”) for each calendar year during the Term of
      Employment in an amount equivalent to one month’s Base Salary if, and to
      the extent that, Executive remains employed by the Company on December
      15th of such calendar year. Executive further may be eligible receive
      additional bonus compensation as may be awarded to the Executive from time
      to time by the Board in the sole and absolute discretion of the Board.
  
	  	  
	3.4 	Additional Compensation. 
	  	  
	3.4.1 	Other Equity-Based Compensation. The
      Company may, in its sole discretion, award Executive additional
      equity-based compensation. Employee further will be eligible to
      participate in any employment compensation plan established by the Company
      under the same terms as other Company executives and at levels recommended
      by the Chief Executive Officer of the Company and approved by the Board of
      Directors. 
	  	  
	4. 	EMPLOYEE BENEFITS 
	  	  
	4.1 	Leave. The Executive will be entitled to
      accrue 15 working days paid annual leave each calendar year (which will
      not be carried over in the event that they are not used by the Executive).
      All annual leave days will be taken at times mutually agreed by the
      Executive and the Company and will be subject to the business needs of the
      Company. If, however, in any calendar year during the Term of Employment,
      the Executive is unable to take any annual leave due to the business needs
      of the Company, the Company, in its discretion, shall either pay the
      Executive the equivalent of 15 working days, or permit the Executive to
      carry such leave over into the following calendar year. 
	  	  
	4.2 	Other Programs. The Executive will,
      during his employment under this Agreement, be included to the extent
      eligible thereunder in all employee benefit plans, programs or
      arrangements (including, without limitation, any plans, programs or
      arrangements providing for retirement benefits, incentive compensation,
      profit sharing, bonuses, disability benefits, health and life insurance,
      or vacation and paid holiday) which may be established by the Company for,
      or made available to, its executives generally. 
	  	  
	5. 	TERMINATION OF EMPLOYMENT 
	  	  
	5.1 	 Termination Events. 
	  	  
	5.1.1. 	By the Company. The Company may
      terminate the Executive’s employment immediately with Cause, without Cause
      upon thirty (30) days notice to the Executive, or upon the Executive’s
      death or Permanent Disability (as hereinafter defined). 
	  	  
	5.1.2. 	By the Executive. The Executive may
      terminate his employment at any time for any reason upon thirty (30) days
      written notice to the Company. 
	  	  
	5.2 	Termination by Company With Cause. If
      the Executive’s employment is terminated by the Company with Cause, the
      Company shall pay to the Executive all compensation to which the Executive
      is entitled through the date of termination, and thereafter, all of the
      Company’s obligations under this Agreement shall cease.



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	5.3 	
      Termination by Company Without Cause. Except in
      situations where the Executive’s employment is terminated for Cause, by
      death or by Permanent Disability, in the event that the Company terminates
      Executive’s employment at any time without Cause, Executive shall continue
      to receive his Base Salary through the last day of the thirty (30) day
      notice period, payable in the form of salary continuation.

	 	 
	5.4 	
      Voluntary Resignation. If the Executive terminates
      his employment voluntarily, then the Executive shall not be entitled to
      receive payment of any severance benefits. The Company further shall have
      the option, in its sole discretion, to make Executive’s termination
      effective at any time prior to the end of notice period required under
      Section 5.1.2 as long as the Company provides Executive with all
      compensation to which he would be entitled for continuing employment
      through the last day of the notice period. Thereafter, all obligations of
      the Company under this Agreement shall cease.

	 	 
	5.5 	
      Cause. Termination for “Cause” means
      termination of the Executive’s employment by the Company because of: (i)
      any act or omission that constitutes a breach by the Executive of any of
      his obligations under this Agreement or any Company policy or procedure
      and failure to cure such breach after notice of, and a reasonable
      opportunity to cure, such breach; (ii) the continued willful failure or
      refusal of the Executive to substantially perform the duties reasonably
      required of him as an employee of the Company; (iii) an alleged act (with
      credible substantiated evidence) of moral turpitude, dishonesty, fraud or
      violation of law (whether or not connected to the Company or its
      Affiliates (as defined in Section 8.1)) by, or criminal conviction
      of, the Executive which in the determination of the Board (in its sole
      discretion) would render his continued employment by the Company damaging
      or detrimental to the Company or its Affiliates in any way; or (iv) any
      misappropriation of Company property by the Executive.

	 	 
	6.	
      DEATH OR DISABILITY

	 	 
		
      In the event of termination of employment by reason of
      non-work-related death or Permanent Disability, the Executive (or his
      estate, as applicable) will be entitled to Base Salary and benefits
      determined under Sections 3 and 4 through the date of
      termination. In the event of termination of employment by reason of work
      related death or Permanent Disability, the Executive (or his estate, as
      applicable) will be entitled to the greater of (i) Base Salary and
      benefits determined under Sections 3 and 4 through the date
      of termination, or (ii) the minimum compensation permitted by applicable
      law. Other benefits will be determined in accordance with the benefit
      plans maintained by the Company, and the Company will have no further
      obligation hereunder. For purposes of this Agreement, “Permanent
      Disability” means a physical or mental disability or infirmity of the
      Executive that prevents the normal performance of substantially all his
      duties as an employee of the Company, which disability or infirmity exists
      for any continuous period of 180 days.

	 	 
	7. 	
      CONFIDENTIALITY

	 	 
	7.1 	
      Confidentiality. The Executive covenants and
      agrees with the Company that he will not at any time during the Term of
      Employment and thereafter, except in performance of his obligations to the
      Company hereunder or with the prior written consent of the Company,
      directly or indirectly, disclose any secret or confidential information
      that he may learn or has learned by reason of his association with the
      Company or any of its subsidiaries and Affiliates. The term “confidential
      information” includes information not previously made generally available
      to the public or to the trade by the Company’s management, with respect to
      the Company’s or any of its subsidiaries’ or Affiliates’ products,
      facilities, applications and methods, trade secrets and other intellectual
      property, systems, procedures, manuals, confidential reports, product
      price lists, customer lists, technical information, financial information
      (including the revenues, costs or profits associated with any of the
      Company’s products), business plans, prospects or opportunities, but will
      exclude any information which is or becomes generally available to the
      public or is generally known in the industry or industries in which the
      Company operates other than as a result of disclosure by the Executive in violation of his
      agreements under Section 7.1. The Executive will be released of his
      obligations under this Section 7.1 to the extent the Executive is
      required to disclose under any applicable laws, regulations or directives
      of any government agency, tribunal or authority having jurisdiction in the
      matter or under subpoena or other process of law provided that the
      Executive provides the Company with prompt written notice of such
  requirement.



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	7.2 	
      Acknowledgment of Company Assets. The Executive
      acknowledges that the Company, at the Company’s expense, has acquired,
      created and maintains, and will continue to acquire, create and maintain,
      significant goodwill with its current and prospective customers, vendors
      and employees, and that such goodwill is valuable property of the Company.
      The Executive further acknowledges that to the extent such goodwill will
      be generated through the Executive’s efforts, such efforts will be funded
      by the Company and the Executive will be fairly compensated for such
      efforts. The Executive acknowledges that all goodwill developed by the
      Executive relative to the Company’s customers, vendors and employees will
      be the sole and exclusive property of the Company and will not be personal
      to the Executive.

	 	 
	7.3 	
      Exclusive Property. The Executive confirms that
      all confidential information is and will remain the exclusive property of
      the Company. All business records, papers and documents kept or made by
      Executive relating to the business of the Company will be and remain the
      property of the Company, except for such papers customarily deemed to be
      the personal copies of the Executive. Upon termination of the Executive’s
      employment with the Company for any reason, the Executive will promptly
      deliver to the Company all of the following that are in the Executive’s
      possession or under his control: (i) all computers, telecommunication
      devices and other tangible property of the Company and its Affiliates, and
      (ii) all documents and other materials, in whatever form, which include
      confidential information or which otherwise relate in whole or in part to
      the present or prospective business of the Company or its Affiliates,
      including but not limited to, drawings, graphs, charts, specifications,
      notes, reports, memoranda, and computer disks and tapes, and all copies
      thereof.

	 	 
	7.4 	
      Communication to Third Parties. The Executive
      agrees that Company will have the right to communicate the terms of this
      Section 7 to any third parties, including but not limited to, any
      prospective employer of the Executive. The Company waives any right to
      assert any claim for damages against Company or any officer, employee or
      agent of Company arising from such disclosure of the terms of this
      Section 7.

	 	 
	7.5 	
      Independent Obligations. The provisions of this
      Section 7 will be independent of any other provision of this
      Agreement. The existence of any claim or cause of action by the Executive
      against the Company, whether predicated on this Agreement or otherwise,
      will not constitute a defense of the enforcement of this Section 7
      by the Company.

	 	 
	7.6 	
      Non-Exclusivity. The Company’s rights and the
      Executive’s obligations set forth in this Section 7 are in addition
      to, and not in lieu of, all rights and obligations provided by applicable
      statutory or common law.

	 	 
	8. 	
      INDEMNIFICATION

	 	 
	8.1 	
      Indemnification of the Executive. The Company
      agrees to indemnify Executive (and his heirs, executors, and
      administrators), and to advance expenses related to this indemnification,
      to the fullest extent permitted under applicable law and regulations,
      against any and all expenses and liabilities that Executive reasonably
      incurs in connection with or arising out of any action, suit, or
      proceeding in which he may be involved by reason of his service as an
      Executive of the Company or any of its subsidiaries or Affiliates (whether
      or not he continues to be an Executive at the time of incurring any such
      expenses or liabilities). Covered expenses and liabilities include, but
      are not limited to, judgments, court costs, and attorneys’ fees and the
      costs of reasonable settlements, subject to Board approval, if the action
      is brought against Executive in his capacity as an Executive of the
      Company or any of its subsidiaries or Affiliates. Indemnification for expenses will not extend to matters
      related to Executive’s termination for Cause. Notwithstanding anything in
      this Section 8.1 to the contrary, the Company will not be required
      to provide indemnification prohibited by applicable law or regulation. The
      obligations of this Section 8.1 will survive the term of this
      Agreement by a period of six (6) years. “Affiliate” means, with
      respect to any person or entity, any other person or entity that is
      directly, or indirectly through one or more intermediaries, controlled by,
      controlling or under common control with such person or entity.



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	8.2 	
      Indemnification of the Company. The Executive will
      indemnify and keep the Company fully indemnified at all times from and
      against all claims, suits, proceedings, fines, punishment, loss, damage,
      costs and liabilities whatsoever incurred or sustained by the Company in
      connection with or arising out of or as a consequence of any breach by the
      Executive of the confidentiality obligations set forth above.

	 	 
	9. 	FOREIGN CORRUPT PRACTICES ACT.
	 	 
		
      The Company and the Executive each represent and warrant
      that it is aware of and familiar with the provisions of the Foreign
      Corrupt Practices Act of 1977, as amended by the Omnibus Trade and
      Competitiveness Act of 1988 (“FCPA”), and the rules and regulations
      thereunder, and its purpose. Each party agrees that it will take no action
      and make no payment in violation of, or which might cause the Company or
      the Executive to be in violation of, the FCPA, including, but not limited
      to, the making of unlawful payments to foreign or domestic government
      officials or employees or to any foreign or domestic political parties or
      campaigns from corporate funds.

	 	 
	10. 	
      MISCELLANEOUS.

	 	 
	10.1 	
      Severability. The parties intend this Agreement to
      be enforced as written. However, (i) if any portion or provision of this
      Agreement is to any extent be declared illegal or unenforceable by a duly
      authorized court having 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, will not be affected thereby, and each portion and
      provision of this have the power to reduce the duration, geographic area
      of such provision, or other aspect of the scope of Agreement will be valid
      and enforceable to the fullest extent permitted by law and (ii) if any
      provision, or part thereof, is held to be unenforceable because of the
      duration of such provision, the geographic area covered thereby, or other
      aspect of the scope of such provision, the court making such determination
      will such provision, and/or to delete specific words and phrases
      (“blue-penciling”), and in its reduced or blue-penciled form, such
      provision will then be enforceable and will be enforced.

	 	 
	10.2 	
      Assignment. The rights and obligations of this
      Agreement will bind and inure to the benefit of any successor of the
      Company by reorganization, merger or consolidation, or any assignee of all
      or substantially all of the Company’s business and properties. Neither
      this Agreement nor any rights hereunder will be assignable or otherwise
      subject to hypothecation by the Executive.

	 	 
	10.3 	
      Entire Agreement. This Agreement represents the
      entire agreement of the Company and the Executive and will supersede any
      and all previous contracts, arrangements or understandings.

	 	 
	10.4 	
      Governing Law. This Agreement will be construed
      and interpreted in accordance with and governed by the laws of the State
      of Nevada, without regard to the choice-of-law provisions thereof that
      might direct the application of the law of another jurisdiction. By
      execution and delivery of this Agreement, each of the parties hereto
      accepts for itself and in respect of its property, generally and
      unconditionally, the exclusive jurisdiction of the aforesaid
  courts.



[Remainder of Page Left Blank Intentionally]

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     IN WITNESS WHEREOF, the Executive
has hereunto set his hand, and the Company has caused these presents to be
executed in its name and on its behalf, all as of the day and year first above
written. 

	 	EXECUTIVE: 
	 	 
	 	 
	 	/s/ Ricky Wai Lam Lai 
	 	Ricky Wai Lam Lai 
	 	 
	 	 
	 	COMPANY: 
	 	 
	 	GOLDENWAY, INC. 
	 	 
	 	 
	 	By: /s/ Ricky Wai Lam Lai 
	 	Name: Ricky Wai Lam Lai 
	 	Title: Chief Executive Officer


Signature Page to Executive Employment Agreement