Fifth Season International Inc.: Exhibit 10.26 - Filed by newsfilecorp.com






AMENDED AND RESTATED
EXECUTIVE EMPLOYMENT
AGREEMENT

     THIS AMENDED AND RESTATED
EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is dated as of December 9,
2011, by and between Fifth Season International Inc., a Delaware corporation
(hereinafter referred to as “Company”) and Zhumin Zhang (hereinafter referred to
as the “Executive”).

BACKGROUND

     The Board of Directors of the
Company desires to appoint the Executive as Chief Financial Officer of the
Company, and the Executive desires to be so appointed for such position and to
perform the duties required of such position in accordance with the terms and
conditions of this Agreement and applicable Delaware Corporation law.

AGREEMENT

     In consideration for the above
recited promises and the mutual promises contained herein, the adequacy and
sufficiency of which are hereby acknowledged, Company and the Executive hereby
agree as follows:

     1. DUTIES. 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 Financial Officer, including but not limited to
responsibility for (i) all financial management and accounting for the Company,
(ii) compliance with local GAAP principles (and in a form that can be converted
into US GAAP) and all applicable regulatory authorities, and (iii) supervising
the Company’s compliance with its SEC reporting obligations, its internal
controls and other corporate governance obligations, the Sarbanes-Oxley Act and
other applicable securities laws.

     2. TERM. The term of this
Agreement (the “Term”) shall commence as of October 22, 2010 (the “Effective
Date”) and shall continue until the Executive’s removal or resignation from all
executive positions with the Company.

     3. COMPENSATION. The
Executive is and shall be compensated by the Company for all services provided
to the Company in accordance with the terms of the following:

          a.
Base Salary. The Executive shall be entitled to receive a base salary of
RMB 144,000 per annum, during the term of this Agreement, payable on a monthly
basis.

          b.
Other Compensation. The Executive shall also be eligible to receive such
other compensation, and to participate in any Company executive benefit plans,
whether existing now or in the future, as determined by the Company’s Board of
Directors. 




     4. EXPENSES. In addition
to the compensation provided in paragraph 3 hereof, the Company will reimburse
the Executive for reasonable and necessary business related expenses incurred in
good faith in the performance of the Executive’s duties for the Company. Such
payments shall be made by the Company upon submission by the Executive of a
signed statement itemizing the expenses incurred. Such statement shall be
accompanied by sufficient documentation to support the expenditures.

     5. CONFIDENTIALITY. The
Company and the Executive each acknowledge that, in order for the intents and
purposes of this Agreement to be accomplished, the Executive shall necessarily
be developing and obtaining access to certain confidential information
concerning the Company and its affairs, including, but not limited to business
methods, marketing and sales plans and strategies, information systems,
financial data and strategic plans which are unique assets of the Company
(“Confidential Information”). The Executive covenants not to, either directly or
indirectly, in any manner, utilize or disclose to any person, firm, corporation,
association or other entity any Confidential Information during the Term and for
a period of 60 months thereafter.

     6. NON-COMPETITION. During
the Term and for a period of thirty-six (36) months following the end of the
Term (the "Restricted Period"), the Executive shall not, directly or indirectly,
unless otherwise approved by the Company’s Board of Directors (including in any
such approval the affirmative vote or consent of a majority of the Company’s
independent directors):

          a.
in any manner whatsoever engage in any capacity in any business competitive with
the Company's current lines of business (which comprise the design, development,
marketing, sale, production and distribution of women’s apparel) or any business
currently proposed to be engaged in by the Company, any of its subsidiaries
(including the Company) or by any Company-controlled affiliates, with business
currently proposed to be engaged in determined by reference to those future
business developments described in the Dynasty Energy Resources, Inc. offering
disclosure materials to investors in its private placement consummated
concurrently with the reverse merger transaction between the Company and Dynasty
Energy Resources, Inc. (collectively, the "Company's Business") for the
Executive’s own personal benefit or for the benefit of any person or entity
other than the Company or any subsidiary or Company-controlled affiliate; or


          b.
have any interest as owner, sole proprietor, shareholder, partner, lender,
director, officer, manager, employee, consultant, agent or otherwise in any
business competitive with the Company's Business; provided, however, that: (i)
the Executive may hold, directly or indirectly, solely as an investment, and
with now role in operations or management, not more than five percent (5%) of
the outstanding securities of any person or entity notwithstanding the fact that
such person or entity is engaged in a business competitive with the Company's
Business; and (ii) family relatives of the Executive may own, control and manage
the business of the company without such activities being attributed to the
Executive, provided the Executive is at all time in compliance with the terms
and conditions of the Non-Competition Agreement between it and the Company.

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     In addition, during the
Restricted Period, the Executive shall not publicize, market or otherwise
associate himself and/or his name, or any derivative of his name, whether in
Chinese or English, in connection with the development or marketing of any any
trademarks, designs or any other property for use in the Company's Business on
behalf of any person or entity other than the Company, its subsidiaries and
Company-controlled affiliates.

     7. NON-SOLICITATION OF
EMPLOYEES. During the Term and during the Restricted Period, the Executive
shall not, directly or indirectly, solicit the employment of, or offer
employment to, any individual who is or was at any time within the 12 months
preceding such solicitation or such offer an employee or full-time consultant to
the Company or to any subsidiary or Company-controlled affiliate, provided,
however, that general advertising to hire employees not directed to any specific
individual shall not be deemed solicitation of employment for purposes of the
foregoing.

     8. ENFORCEMENT OF RESTRICTIVE
COVENANTS; SPECIFIC PERFORMANCE. It is expressly understood by and
between the Company and the Executive that the covenants contained in Sections
5, 6 and 7 are an essential element of this Agreement and that but for the
agreement by the Executive to comply with these covenants and thereby not to
diminish the value of the organization and goodwill of the Company or any
Company-controlled affiliate or subsidiary of the Company, including relations
with their employees, clients, customers and accounts, the Company would not
enter into this Agreement or permit the Company or any other subsidiary to enter
into compensatory arrangements with the Executive. If, at any time, the
provisions of Sections 5, 6 or 7 shall be determined to be invalid or
unenforceable by reason of being vague or unreasonable as to area, duration or
scope of activity, such Section shall be considered severable and shall become
and shall be immediately amended solely with respect to such area, duration and
scope of activity as shall be determined to be reasonable and enforceable by the
court or other body having jurisdiction over the matter and the Executive hereby
agrees that such Section as so amended shall be valid and binding as though any
invalid or unenforceable provision had not been included herein. Except as
provided in Sections 5, 6 or 7, nothing in this Agreement shall prevent or
restrict the Executive from engaging in any business or industry in any
capacity. Without intending to limit the remedies available to the Company or
its affiliates or subsidiaries, the Executive hereby agrees that damages at law
would be an insufficient remedy to the Company or its affiliates or subsidiaries
in the event that the Executive violates any of the provisions of Section 5, 6
or 7, and that, in addition to money damages, the Company or its affiliates or
subsidiaries may apply for and, upon the requisite showing, obtain injunctive
relief in any court of competent jurisdiction to restrain the breach or
threatened breach of or otherwise to specifically enforce any of the covenants
contained in Section 5, 6 or 7. 

     9. ENFORCEMENT OF OBLIGATIONS
TO, AND RIGHTS OF, OPERATING COMPANY AND OTHER SUBSIDIARIES. The Executive
acknowledges and agrees that the Executive’s duties and obligations to, and the
rights of, the Company’s subsidiaries, including the Company, under the
Executive’s employment agreement with the Company or with the Operating Company,
are of material importance to the Company, and that the Company has a
significant and continuing interest in the enforcement of those obligations and
duties and assertion of the Operating Company’s rights under those agreements.
Therefore the Executive agrees that the Company shall be entitled to enforce
those rights on behalf of the Company as if the Company were a direct party to
those agreements, and the Executive waives any right to object to the Company’s
standing to appear in any proceeding, whether in the People’s Republic of China
or elsewhere, in lieu of, or in addition to, the Company. 

3




     10. ARBITRATION. Except as
provided in Section 8, and except to the extent not permitted by applicable
local law for all enforcement proceedings on behalf of any subsidiary pursuant
to Section 9, all controversies, claims or disputes arising out of or relating
to this Agreement shall be settled by binding arbitration under the applicable
rules of Arbitration in Delaware, as the sole and exclusive remedy of either
party, and judgment upon such award rendered by the arbitrators(s) may be
entered in any court of competent jurisdiction. The costs of arbitration shall
be borne by the unsuccessful party or otherwise as determined by the arbitrators
in their discretion.

     11. TERMINATION. With or
without cause, the Company and the Executive may each terminate this Agreement
at any time upon ten (10) days written notice, and the Company shall be
obligated to pay to the Executive the compensation and expenses due up to the
date of the termination. Such written request must be submitted within ninety
(90) days of the termination date. Nothing contained herein or omitted herefrom
shall prevent the shareholder(s) of the Company from removing the Executive as a
director with immediate effect at any time for any reason.

     13. INDEMNIFICATION. The
Company shall indemnify, defend and hold harmless the Executive, to the full
extent allowed by the law of the State of Delaware and as provided by, or
granted pursuant to, any charter provision, bylaw provision, agreement
(including, without limitation, the Indemnification Agreement executed
herewith), vote of stockholders or disinterested directors or otherwise, both as
to action in the Executive’s official capacity and as to action in another
capacity while holding such office. 

     14. EFFECT OF WAIVER. The
waiver by either party of the breach of any provision of this Agreement shall
not operate as or be construed as a waiver of any subsequent breach thereof.

     15. NOTICE. Any and all
notices referred to herein shall be sufficient if furnished in writing at the
addresses specified on the signature page hereto or, if to the Company, to the
Company’s address as specified in filings made by the Company with the U.S.
Securities and Exchange Commission.

     16. GOVERNING LAW. This
Agreement shall be interpreted in accordance with, and the rights of the parties
hereto shall be determined by, the laws of the State of Delaware without
reference to that state’s conflicts of laws principles.

     17. ASSIGNMENT. The rights
and benefits of the Company under this Agreement shall be transferable, and all
the covenants and agreements hereunder shall inure to the benefit of, and be
enforceable by or against, its successors and assigns. The duties and
obligations of the Executive under this Agreement are personal and therefore the
Executive may not assign any right or duty under this Agreement without the
prior written consent of the Company.

4




     18. MISCELLANEOUS. If any
provision of this Agreement shall be declared invalid or illegal, for any reason
whatsoever, then, notwithstanding such invalidity or illegality, the remaining
terms and provisions of the within Agreement shall remain in full force and
effect in the same manner as if the invalid or illegal provision had not been
contained herein.

     19. ARTICLE HEADINGS. The
article headings contained in this Agreement are for reference purposes only and
shall not affect in any way the meaning or interpretation of this Agreement.

     20. COUNTERPARTS. This
Agreement may be executed in any number of counterparts, all of which taken
together shall constitute one instrument. Facsimile execution and delivery of
this Agreement is legal, valid and binding for all purposes.

     21. ENTIRE AGREEMENT.
Except as provided elsewhere herein, this Agreement sets forth the entire
agreement of the parties with respect to its subject matter and supersedes all
prior agreements, promises, covenants, arrangements, communications,
representations or warranties, whether oral or written, by any officer, employee
or representative of any party to this Agreement with respect to such subject
matter.

[Signature Page Follows]

5




     IN WITNESS WHEREOF, the parties
hereto have caused this Amended and Restated Executive Employment Agreement to
be duly executed and signed as of the day and year first above written.

	 	FIFTH SEASON INTERNATIONAL INC.

	 	  
	 	  
	 	  
	 	BY: 	/s/ Xiaolei Xing
	 	Name: Xiaolei Xing 
	 	Title: Chief Operating Officer 
	 	  
	 	  
	 	  
	 	/s/ Zhumin Zhang    
	 	Zhumin Zhang 
	 	  
	 	Address: 
	 	  
	 	c/o Fifth Season International, Inc.
    
	 	C-22, Shimao Plaza, 9 Fuhong Lu

	 	Futian District, Shenzhen 518033
  
	 	People’s Republic of China