EX-10.17






Exhibit 10.17




EMPLOYMENT AGREEMENT




     This EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of             , 2010 by
and between Le Gaga Holdings Limited, a company incorporated and existing under the laws of the
Cayman Islands (the “Company”), and             , an individual (the “Executive”).
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 direct or indirect parent companies, subsidiaries,
affiliates, or subsidiaries or affiliates of its parent companies (collectively, the
“Group”).



RECITALS



A. The Company desires to employ the Executive as its            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            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            of the Company (the
“Employment”).
	 
	2.	 	TERM
	 
	 	 	Subject to the terms and conditions of this Agreement, the initial term of the Employment
shall be [three] years, commencing on             , 2010 (the “Effective Date”), until
          , 20          , unless terminated earlier pursuant to the terms of this Agreement.
Upon expiration of the initial [three]-year term, the Employment shall be automatically
extended for successive [one]-year terms unless either party gives the other party hereto a
one-month prior written notice to terminate the Employment prior to the expiration of such
[one]-year term or unless terminated earlier pursuant to the terms of this Agreement.
	 
	3.	 	LOCATION
	 
	 	 	The Executive’s place of employment shall be the Company’s principal executive offices are
currently located at Unit 1112, The Metropolis Tower, 10 Metropolis Drive, Hung Hom,
Kowloon, Hong Kong. [The Executive’s principal place of employment shall be the Company’s
principal executive offices.] / [The Executive agrees that he will be regularly present at
the Company’s principal executive offices.] The Executive acknowledges that he may be
required to travel from time to time in the course of performing his duties for the Company.




 









 












	4.	 	PROBATION
	 
	 	 	No probationary period.
	 
	5.	 	DUTIES AND RESPONSIBILITIES
	 
	 	 	The Executive’s duties at the Company will include all jobs assigned by the Company’s Board
of Directors (the “Board”) and/or the            of the Company.
	 
	 	 	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 Memorandum and Articles of Association of the Company
(the “Articles of Association”), and the guidelines, policies and procedures of the
Company approved from time to time by the Board.
	 
	 	 	The Executive shall use his best efforts to perform his duties hereunder. The Executive
shall not hold any other employment, and shall not be concerned or interested in any
business or entity that directly or indirectly competes with the Group (any such business or
entity, a “Competitor”), provided that nothing in this clause shall preclude the
Executive from holding up to [            % of] or             ] shares or other securities of any Competitor
that is listed on any securities exchange or recognized securities market anywhere,
provided however, that the Executive shall notify the Company in writing prior to
his obtaining a proposed interest in such shares or securities in a timely manner and with
such details and particulars as the Company may reasonably require. The Company shall have
the right to require the Executive to resign from any board or similar body which he may
then serve if the Board reasonably determines in writing that the Executive’s service on
such board or body interferes with the effective discharge of the Executive’s duties and
responsibilities to the Company or that any business related to such service is then in
competition with any business of the Company or any of its subsidiaries or affiliates.
	 
	6.	 	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 that are required to be entered into by and between the Executive and any member
of the Group pursuant to applicable law of the jurisdiction where the Executive is based, 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.




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	7.	 	COMPENSATION AND BENEFITS






	 	(a)	 	Cash Compensation. The Executive’s salary shall be provided by the
Company pursuant to Schedule A hereto, subject to annual review and adjustment
by the Company.
	 
	 	(b)	 	Equity Incentives. Once the Board and the shareholders of the Company
adopt a share incentive plan of the Company, the Executive will be entitled to receive
an option to purchase            ordinary shares of the Company, and upon such other terms as
determined by the Board.
	 
	 	(c)	 	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.
	 
	 	(d)	 	Pension. The Executive is entitled to become a member of the Company’s
mandatory provident fund scheme subject to the terms of its trust deed and rules in
force from time to time. The Executive’s and the Company’s mandatory contributions
shall each be capped at HK$[1,000] per month. No additional voluntary contribution
shall be made by the Company. No withholdings shall be made by the Company other than
the Executive’s mandatory contribution.






	8.	 	TERMINATION OF THE AGREEMENT






	 	(a)	 	By the Company. The Company may terminate the Employment for cause, at
any time, without notice or remuneration, if the Executive (1) commits any serious or
persistent breach or non-observance of the terms and conditions of your employment;
(2):is convicted of a criminal offence other than one which in the opinion of the Board
does not affect the executive’s position as an employee of the Company, bearing in mind
the nature of your duties and the capacity in which the executive is employed; (3)
wilfully disobeys a lawful and reasonable order; (4) misconducts himself or herself
such conduct being inconsistent with the due and faithful discharge of the executive’s
duties; (5) is guilty of fraud or dishonesty; or (6) is habitually neglectful in his or
her duties. Company may terminate the Employment without cause, at any time, upon one
month written notice or by payment of one month salary in lieu of notice.
	 
	 	(b)	 	By the Executive. The Executive may terminate the Employment at any
time with a one-month prior written notice to the Company or by payment of one month
salary in lieu of notice. In addition, the Executive may resign prior to the
expiration of the Agreement if such resignation or an alternative arrangement with
respect to the Employment is approved 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.




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	9.	 	CONFIDENTIALITY AND NONDISCLOSURE






	 	(a)	 	Confidentiality and Non-disclosure. The Executive hereby agrees at all
times during the term of his employment and after termination, to hold in the strictest
confidence, and not to use, except for the benefit of the Group, or to disclose to any
person, corporation or other entity without written consent of the Company, any
Confidential Information. The Executive understands that “Confidential
Information” means any proprietary or confidential information of the Group, its
affiliates, their clients, customers or partners, and the Group’s licensors, including,
without limitation, technical data, trade secrets, research and development
information, product plans, services, customer lists and customers (including, but not
limited to, customers of the Group on whom the Executive called or with whom the
Executive became acquainted during the term of his employment), supplier lists and
suppliers, software, developments, inventions, processes, formulas, technology,
designs, drawings, engineering, hardware configuration information, personnel
information, marketing, finances, information about the suppliers, joint ventures,
licensors, licensees, distributors and other persons with whom the Group does business,
information regarding the skills and compensation of other employees of the Group or
other business information disclosed to the Executive by or obtained by the Executive
from the Group, its affiliates, or their clients, customers or partners either directly
or indirectly in writing, orally or by drawings or observation of parts or equipment,
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 Group are
property of the Group and subject to inspection by the Group, 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 Group, 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 Group any
document or confidential or proprietary information belonging to such former
employer, person or entity unless consented to in writing by such former




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	 	 	 	employer, person or entity. The Executive will indemnify the Group 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 Group may
have received, and in the future may receive, from third parties their confidential or
proprietary information subject to a duty on the Group’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 Group 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 Group’s agreement with such third party.






	 	 	This Section 9 shall survive the termination of this Agreement for any reason. In the
event the Executive breaches this Section 9, the Company shall have right to seek remedies
permissible under applicable law.
	 
	10.	 	INVENTIONS






	 	(a)	 	Inventions Retained and Licensed. The Executive has attached hereto, as
Schedule B, a list describing all inventions, ideas, improvements, designs and
discoveries, whether or not patentable and whether or not reduced to practice, original
works of authorship and trade secrets made or conceived by or belonging to the
Executive (whether made solely by the Executive or jointly with others) that (i) were
developed by Executive prior to the Executive’s employment by the Company
(collectively, “Prior Inventions”), (ii) relate to the Group’s actual or
proposed business, products or research and development, and (iii) are not assigned to
the Group hereunder; or, if no such list is attached, the Executive represents that
there are no such Prior Inventions. Except to the extent set forth in Schedule
B, the Executive hereby acknowledges and represents that, if in the course of his
service for the Group, the Executive incorporates into a Group product, process or
machine a Prior Invention owned by the Executive or in which he has an interest, (a)
the Group is hereby granted and shall have a nonexclusive, royalty-free, irrevocable,
perpetual, worldwide right and license (which may be freely transferred by the Group to
any other person or entity) to make, have made, modify, use, sell, sublicense and
otherwise distribute such Prior Invention as part of or in connection with such
product, process or machine, and (b) he has all necessary rights, powers and
authorization to use such Prior Invention in the manner it is used and such use will
not infringe any right of any company, entity or person. The Executive hereby agrees
to indemnify the Group and hold it harmless from all claims, liabilities, damages and
expenses, including reasonable legal fees and costs for resolving disputes arising out of or in connection with any
violation or claimed violation of a third party’s rights resulting from any use,
sub-licensing, modification, transfer or sale by the Group of such Prior Invention.




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	 	(b)	 	Disclosure and Assignment of Inventions. The Executive understands that
the Company engages in research and development and other activities in connection with
its business and that, as an essential part of the Employment, the Executive is
expected to make new contributions to and create inventions of value for the Company.
	 
	 	 	 	From and after the Effective Date, the Executive shall make full written disclosure
in confidence to the Company all inventions, improvements, designs, original works
of authorship, formulas, processes, compositions of matter, computer software
programs, databases, mask works, concepts and trade secrets, whether or not
patentable or registrable under patent, copyright, circuit layout design or similar
laws in China or anywhere else in the world, which the Executive may solely or
jointly conceive or develop or reduce to practice, or cause to be conceived or
developed or reduced to practice, during the period of the Executive’s Employment at
the Company (whether or not during business hours) that are either related to the
scope of his Employment at the Company or make use, in any manner, of the resources
of the Group (collectively, the “Inventions”)The Executive hereby
acknowledges that the Company or the Group shall be the sole owner of all rights,
title and interest in the Inventions created hereunder. In the event the foregoing
assignment of Inventions to the Company or the Group is ineffective for any reason,
each member of the Group is hereby granted and shall have a royalty-free,
sub-licensable, transferable, irrevocable, perpetual, worldwide license to make,
have made, modify, use, and sell such Inventions as part of or in connection with
any product, process or machine. Such exclusive license shall continue in effect for
the maximum term as may now or hereafter be permissible under applicable law. Upon
expiration, such license, without further consent or action on the Executive’s part,
shall automatically be renewed for the maximum term as is then permissible under
applicable law, unless, within the six-month period prior to such expiration, the
Company and the Executive have agreed that such license will not be renewed. The
Executive also hereby forever waives and agrees never to assert any and all rights
he may have in or with respect to any Inventions even after termination of his
employment with the Company. The Executive hereby further acknowledges that all
Inventions created by him (solely or jointly with others) are, to the extent
permitted by applicable law, “works made for hire” or “inventions made for hire,” as
those terms are defined in the People’s Republic of China (“PRC”) Copyright
Law, the PRC Patent Law and the Regulations on Computer Software Protection,
respectively, and all titles, rights and interests in or to such Inventions are or
shall be vested in the Company.
	 
	 	(c)	 	Patent and Copyright Registration. The Executive agrees to assist the
Company or its designees in every proper way to obtain for the Company and enforce
patents, copyrights, mask work rights, trade secret rights, and other legal
protection for the Inventions in any and all countries. The Executive will execute
any documents that the Company may reasonably request for use in obtaining or
enforcing such patents, copyrights, mask work rights, trade secrets and other legal
protections. The Executive’s obligations under this paragraph will continue 




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	 	 	 	beyond the termination of the Employment with the Company, provided that the Company will
reasonably compensate the Executive after such termination for time or expenses
actually spent by the Executive at the Company’s request on such assistance. The
Executive appoints the Company and its duly authorized officers and agents as the
Executive’s attorney-in-fact to execute documents on the Executive’s behalf for this
purpose.






	 	(d)	 	Remuneration. The Executive hereby agrees that the remuneration
received by the Executive pursuant to this Agreement with the Company includes any
remuneration which the Executive may be entitled to under applicable PRC law for any
“works made for hire,” “inventions made for hire” or other Inventions assigned to the
Company pursuant to this Agreement.
	 
	 	(e)	 	Return of Confidential Material. In the event of the Executive’s
termination of employment with the Company for any reason whatsoever, Executive agrees
promptly to surrender and deliver to the Company all records, materials, equipment,
drawings, documents and data of any nature pertaining to any confidential information
or to his employment, and Executive will not retain or take with him any tangible
materials or electronically stored data, containing or pertaining to any confidential
information that Executive may produce, acquire or obtain access to during the course
of his employment.






	 	 	This Section 10 shall survive the termination of this Agreement for any reason. In the
event the Executive breaches this Section 10, the Company shall have right to seek remedies
permissible under applicable law.
	 
	11.	 	CONFLICTING EMPLOYMENT.
	 
	 	 	The Executive hereby agrees that, during the term of his employment with the Company, he
will not engage in any other employment, occupation, consulting or other business activity
related to the business in which the Group 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.
	 
	12.	 	NON-COMPETITION AND NON-SOLICITATION
	 
	 	 	In consideration of the salary paid to the Executive by the Company, the Executive
undertakes that for a period of [one (1)] year after he ceases to be employed by the
Company, he will not, without the prior written consent of the Company:






	 	(a)	 	in the territory of the PRC (for the purpose of this Section 12, the PRC shall
include Hong Kong, Macau and Taiwan) (the “Territory”), either on his own
account or through any of his affiliates, or in conjunction with or on behalf of any
other person, carry on or be engaged, concerned or interested directly or indirectly
whether as shareholder, director, employee, partner, agent or otherwise carry on any
business in direct competition with the business of the Group;




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	 	(b)	 	either on his own account or through any of his affiliates or in conjunction
with or on behalf of any other person, solicit or entice away or attempt to solicit or
entice away from the Group, any person, firm, company or organization who is or shall
at any time within [two (2)] years prior to such cessation have been a customer,
client, representative or agent of the Group or in the habit of dealing with the Group;
	 
	 	(c)	 	either on his own account or through any of his affiliates or in conjunction
with or on behalf of any other person, employ, solicit or entice away or attempt to
employ, solicit or entice away from the Group any person who is or shall have been at
the date of or within twelve (12) months prior to such cessation of employment an
officer, manager, consultant or employee of any such the Group whether or not such
person would commit a breach of contract by reason of leaving such employment; or
	 
	 	(d)	 	either on his own account or through any of his affiliates or in conjunction
with or on behalf of any other person, in relation to any trade, business or company
use a name including the words [“LandV”, “Le Gaga”] or any other words hereafter used
by the Group in its name or in the name of any of its products, services or their
derivative terms, or the Chinese or English equivalent or any similar word in such a
way as to be capable of or likely to be confused with the name of the Group or the
product or services or any other products or services of the Group, and shall use all
reasonable endeavors to procure that no such name shall be used by any of his
affiliates or otherwise by any person with which he is connected.






	 	 	Each and every obligation under Section 12 shall be treated as a separate obligation and
shall be severally enforceable as such and in the event of any obligation or obligations
being or becoming unenforceable in whole or in part, such part or parts which are
unenforceable shall be deleted from such section and any such deletion shall not affect the
enforceability of the remainder parts of such section.
	 
	 	 	The Executive agrees that in light of the circumstances, the restrictive covenants contained
in Section 12 are reasonable and necessary for the protection of the Group, and further
agrees that having regard to those circumstances the said covenants and are not excessive or
unduly onerous upon the Executive. However, it is recognized that restrictions of the
nature in question may fail for technical reasons currently unforeseen and accordingly it is
hereby agreed and declared that if any of such restrictions shall be adjudged to be void as
going beyond what is reasonable, in light of the circumstances, for the protection of the
Group, but would be valid if part of the wording thereof were deleted or the periods thereof
reduced or the range of activities or area dealt with thereby reduced in scope, the said
restriction shall apply with such modification as may be necessary to make it valid and
effective.
	 
	 	 	This Section 12 shall survive the termination of this Agreement for any reason. In the
event the Executive breaches this Section 12, 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 




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	 	 	(including monetary damages if appropriate). In any event, the Company shall have right to seek all remedies
permissible under applicable law.






	13.	 	NOTIFICATION OF NEW EMPLOYER
	 
	 	 	In the event that the Executive leaves the employ of the Company, the Executive hereby
grants consent to notification by the Company to his or her new employer about his or her
rights and obligations under this Agreement.
	 
	14.	 	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 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, 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.
	 
	15.	 	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.
	 
	16.	 	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. The Executive
acknowledges that he 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.
	 
	17.	 	REPRESENTATIONS
	 
	 	 	The Executive hereby agrees to execute any proper oath or verify any proper document
required to carry out the terms of this Agreement. The Executive hereby represents that the
Executive’s performance of all the terms of this Agreement will not breach any
agreement to keep in confidence proprietary information acquired by the Executive in
confidence or in trust prior to his or her employment by the Company. The Executive has not
entered into, and hereby agrees that he or she will not enter into, any oral or written
agreement in conflict with this Section 18.




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	18.	 	GOVERNING LAW
	 
	 	 	This Agreement shall be governed by and construed in accordance with the law of the Hong
Kong Special Administrative Region.
	 
	19.	 	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.
	 
	20.	 	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.
	 
	21.	 	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.
	 
	22.	 	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.
	 
	23.	 	NO INTERPRETATION AGAINST DRAFTER
	 
	 	 	Each party recognizes that this Agreement is a legally binding contract and acknowledges
that he 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. The Executive agrees and
acknowledges that he has read and understands this Agreement, is entering 




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	 	 	into it freely and voluntarily, and has been advised to seek counsel prior to entering into this Agreement and
has ample opportunity to do so.





[Remainder of this page intentionally has been intentionally left blank.]









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




	 	 	 	 	 
	Le Gaga Holdings Limited

 	 	 
	By:  	 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 



Signature Page to Employment Agreement








 









 








Executive




	 	 	 	 	 
	Signature: 	 	
 	 	 
	Name: 	 	
 	 	 
	 	 	 
	 



Signature Page to Employment Agreement








 









 








Schedule A




Cash Compensation



	 	 	 	 	 
	 	 	Amount	 	Pay Period
	Salary

	 	[HK$]             annually
	 	[HK$]             to be paid monthly






Schedule A to Employment Agreement












 









 







Schedule B




List of Prior Inventions



	 	 	 	 	 
	 	 	 	 	Identifying Number
	Title	 	Date	 	or Brief Description
	 

	 	 	 	 





______ No inventions or improvements




______ Additional Sheets Attached




Signature of Executive: ________________




Print Name of Executive: ________________




Date: __________________, 2010




Schedule B to Employment Agreement