Exhibit 10.2


 


Dated [                   
]


 


EMPLOYMENT AGREEMENT


 


THE
EMPLOYMENT AGREEMENT (the “Agreement”) made as of             ,
between Xueda Education Group, a company organized under the laws of the Cayman
Islands (the “Company”), and          ,
an individual (the “Employee,” or “Mr.          ”).


 


W
I T N E S S E T H


 


WHEREAS,
the Company desires to employ Employee as its           (“       ”)
commencing on         , and upon the
terms and subject to the conditions herein provided; and


 


WHEREAS,
Employee is willing to agree to be employed by the Company for the period and
upon the terms and subject to the conditions herein provided;


 


NOW,
THEREFORE, in consideration of the foregoing premises, the parties hereto
covenant and agree as follows:


 


Section 1.      Term of
Employment; Compensation.


 


The
Company agrees to employ Employee from the date hereof as           ,
with the responsibilities normally associated with such position. The term of
the Employee’s employment with the Company shall be three years commencing on
the date of this Agreement (the “Original Term”) and shall be
automatically extended for successive terms of three-years each (each an “Extended
Term”) unless and until the Employee’s employment with the Company is
terminated pursuant to the terms of this Agreement.  The Company will pay Employee for his
services during the term of the Employee’s employment hereunder at an annual
rate of RMB ¥       (the “Base Salary”),
payable in arrears, in equal installments, in accordance with standard Company
practice, but in any event not less often than monthly, subject only to such
payroll and withholding deductions as are required by law. The Base Salary will
be subject to annual increases at the discretion of the Company’s Board of
Directors. Subject to the discretion of the Board of Directors, a certain
amount of stock options may be granted to the Employee. Terms and conditions of
the stock options shall be set forth in a separate agreement.


 


Section 2.      Office
and Duties.


 


Employee
shall have the usual duties of an employee occupying such position. Employee
shall devote substantially all of his business time, labor, skill, undivided
attention and best ability to the performance of his duties hereunder in a
manner which will faithfully and diligently further the business and interests
of the Company During the term of his employment, Employee shall not directly
or indirectly pursue any other business activity, without the Company’s prior
written consent, which shall not be unreasonably withheld. Employee agrees to
travel to whatever extent is reasonably necessary in the conduct of the Company’s
business.


 


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Section 3.      Expenses.


 


Employee
shall be entitled to reimbursement for reasonable out-of-pocket expenses
incurred by him in connection with the performance of his duties hereunder upon
receipt of vouchers therefore in accordance with such procedures as the Company
has heretofore established or may hereafter establish.


 


Section 4.      Vacation
During Employment.


 


Employee
shall be entitled to such reasonable number of vacation days as may be allowed
by the Company in accordance with general practices to be established.


 


Section 5.      Disclosure
and Assignment of Intellectual Property.


 


Employee
shall promptly disclose to the Company and any successor or assign of the
Company, and grant to the Company, and its successors and assigns (without any
separate remuneration or compensation other than that received by his from time
to time in the course of his employment) his entire right, title and interest
throughout the world in and to all research, information, inventions, designs,
procedures, developments, discoveries, improvements, patents and applications
therefor, trademarks and applications therefor, copyrights and applications
therefor, trade secrets, drawings, plans, systems, methods, specifications, and
all other manufacturing, engineering, technical, research and development data
and know-how (herein sometimes “Intellectual Property”) made, conceived,
developed and/or acquired by his solely or jointly with others during the
period of his employment with the Company or within one year thereafter, which
are within the scope the Company’s business as it may, from time to time,
hereafter be conducted or proposed to be conducted.


 


Section 6.      Confidentiality.


 


Employee
shall not, either during the period of his employment with the Company or
thereafter, reveal or disclose to any person outside the Company or use for his
own benefit, whether by private communication or by public address or
publication or otherwise, without the Company’s prior written authorization,
any information not already lawfully available to the public concerning the
Company, including but not limited to any Intellectual Property, marketing
technique or cost method, or any customer, mailing or supplier list, whether or
not supplied by the Company, and whether or not made, developed and/or
conceived by Employee or by others in the employ of the Company. All originals
and copies of any of the foregoing, relating to the business of the Company,
however and whenever produced, shall be the sole property of the Company, not
to be removed from the premises or custody of the Company without in each
instance first obtaining written consent or authorization of the Company. Upon
the termination of Employee’s employment in any manner or for any reason,
Employee shall promptly surrender to the Company all copies of any of the
foregoing, together with any other documents, materials, data, information and
equipment belonging to or relating to the Company’s business and in his
possession, custody or control, and Employee shall not thereafter retain or
deliver to any other person, any of the foregoing or any summary or memorandum
thereof.


 


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Section 7.      Termination.


 


(a) By
the Company. The Company may terminate the Employee’s employment with the
Company for cause, at any time, without notice or remuneration, if (1) the
Employee is convicted or pleads guilty to a felony or to an act of fraud,
misappropriation or embezzlement; (2) the Employee has engaged in actions
amounting to misconduct or failed to perform his duties hereunder and such
failure continues after the Employee is afforded a reasonable opportunity to cure
such failure; (3) the Employee has died; or (4) the Employee has a
physical or mental impairment which, as reasonably determined by the Company’s
Board of Directors, renders the Employee unable to perform the essential
functions of his employment with the Company, even with reasonable
accommodation that does not impose an undue hardship on the Company, for more
than 180 days in any 12-month period, unless a longer period is required by
applicable law, in which case that longer period would apply. In addition, the
Company may terminate the Employee’s employment with the Company for any reason
at any time, by giving at least thirty (30) days prior written notice of
such termination to Employee or, in the alternative, effective immediately upon
severance payment equal to Employee’s one-month salary then in effect.


 


(b) By
the Employee. The Employee may terminate the Employee’s employment with the
Company at any time with one-month prior written notice to the Company, if
(1) there is a material reduction in the Employee’s authority, duties and
responsibilities without the prior consent of the Employee; or (2) there
is a material reduction in the Employee’s annual salary before the next annual
salary review. In addition, the Employee may resign at any time by giving at
least thirty (30) days prior written notice of such resignation to the
Company or if such resignation is approved by the Company’s Board of Directors.


 


(c) Notice
of Termination. Any termination of the Employee’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.


 


Section 8.      Non-Competition.


 


In consideration
of the salary paid to the Employee by the Company, the Employee agrees that
during the term of his employment with the Company and for a period of
two years following the termination of his employment with the Company for
any reason whatsoever:


 


(a) the
Employee will not approach clients, customers or contacts of the Company or
other persons or entities introduced to the Employee in the Employee’s capacity
as a representative of the Company for the purposes of doing business with such
persons or entities if such contact might harm the business relationship
between the Company and such persons and/or entities;


 


(b) unless
expressly consented to by the Company in writing, the Employee will not assume
employment with, or provide services as a director or otherwise for or to, any
entity concerned with or interested in any business carried on by the Company
or any entity that competes with any such business (a “Competing Business”), or
otherwise engage in, whether as principal, partner, licensor or otherwise, any
Competing Business; and


 


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(c) unless
expressly consented to by the Company in writing, the Employee will not seek
directly or indirectly, by the offer of alternative employment or other
inducement whatsoever, to solicit the services of any employee of the Company
employed as of or after the date of such termination, or at any time during the
year preceding such termination.


 


Section 9.      Expenses.


 


Each
party shall pay its own expenses incident to the performance or enforcement of
the Agreement, including all fees and expenses of its counsel for all
activities of such counsel undertaken pursuant to the Agreement, except as
otherwise herein specifically provided.


 


Section 10.    Equitable
Relief.


 


Employee
recognizes and agrees that the Company’s remedy at law for any breach of the
provisions of Section 6 or Section 8 hereof would be inadequate, and
he agrees that for breach of such provisions, the Company shall, in addition to
such other remedies as may be available to it at law or in equity or as
provided in the Agreement, be entitled to injunctive relief and to enforce its
rights by an action for specific performance to the extent permitted by law.
Should Employee engage in any activities prohibited by the Agreement, he agrees
to pay over to the Company all compensation, remuneration or moneys or property
of any sort received in connection with such activities; such payment shall not
impair any rights or remedies of the Company or obligations or liabilities of
Employee which such parties may have under the Agreement or applicable law.


 


Section 11.    Waivers and
Further Agreements.


 


Any
waiver of any terms or conditions of the Agreement shall not operate as a
waiver of any other breach of such terms or conditions or any other term or
condition, nor shall any failure to enforce any provision hereof operate as a
waiver of such provision or of any other provision hereof; provided, however,
that no such written waiver, unless it, by its own terms, explicitly
provides to the contrary, shall be construed to effect a continuing waiver of
the provision being waived and no such waiver in any instance shall constitute
a waiver in any other instance or for any other purpose or impair the right of
the party against whom such waiver is claimed in all other instances or for all
other purposes to require full compliance with such provision. Each of the
parties hereto agrees to execute all such further instruments and documents and
to take all such further action as the other party may reasonably require in
order to effectuate the terms and purposes of the Agreement.


 


Section 12.    Amendments.


 


The
Agreement may not be amended except by an instrument in writing executed by or
on behalf of each of the parties hereto. 
Nor shall any waiver, change, modification, consent or discharge be
effected except by an instrument in writing executed by or on behalf of the
party against whom enforcement of any waiver, change, modification, consent or
discharge is sought.


 


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Section 13.    Severability.


 


If any
provision of the Agreement shall be held or deemed to be, or shall in fact be,
invalid, inoperative or unenforceable as applied to any particular case in any
jurisdiction or jurisdictions, or in all jurisdictions or in all cases, because
of the conflicting of any provision with any constitution or statute or rule of
public policy or for any other reason, such circumstance shall not have the
effect of rendering the provision or provisions in question, invalid,
inoperative or unenforceable in any other jurisdiction or in any other case or
circumstance or of rendering any other provision or provisions herein contained
invalid, inoperative or unenforceable to the extent that such other provisions
are not themselves actually in conflict with such constitution, statute or rule of
public policy, but the Agreement shall be reformed and construed in any such
jurisdiction or case as if such invalid, inoperative or unenforceable provision
had never been contained herein and such provision reformed so that it would be
valid, operative and enforceable to the maximum extent permitted in such
jurisdiction or in such case.


 


Section 14.    Counterparts.


 


The
Agreement may be executed in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument, and in pleading or proving any provision of the Agreement, it shall
not be necessary to produce more than one of such counterparts.


 


Section 15.    Section Headings.


 


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


 


Section 16.    General
Provisions.


 


Employee
represents and warrants to the Company that he is not now under any obligations
to any person, firm or corporation, and has no other interest which is
inconsistent or in conflict with the Agreement, or which would prevent, limit
or impair, in any way, the performance by his of any of the covenants or his
duties in his said employment.


 


Section 17.    Governing
Law.


 


The
Agreement shall be governed by and construed and enforced in accordance with
the laws (other than the law governing conflict of law questions) of Hong Kong.


 


Section 18.    Separate
Counsel.


 


Employee
acknowledges that the Agreement has been prepared by counsel acting for and on
behalf of the Company and that Employee has been advised to seek advice from
separate counsel in connection with the Agreement.


 


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IN
WITNESS WHEREOF, the parties have executed or caused to be executed the
Agreement as of the date first above written.


 


 


	
   

  	
  Xueda
  Education Group

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  EMPLOYEE:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  



 


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