EX-10.4






Exhibit 10.4




EMPLOYMENT AGREEMENT




     This EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of                      (the “Effective Date”) by and between RDA Microelectronics, Inc., a company
incorporated and existing under the laws of the Cayman Islands (the “Company”) and                          , an individual (the “Executive”). Except with respect to
the direct employment of the Executive by the Company, 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 subsidiaries and affiliated entities (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                      (the “Employment”) of the Company.






			
	2.	 	TERM






	 	 	Subject to the terms and conditions of this Agreement, the initial term of the Employment
shall be___ years commencing on the Effective Date, unless terminated earlier pursuant to the
terms of this Agreement. Upon expiration of the initial ____-year term, the Employment shall be
automatically extended for successive ____-year terms unless either party gives the other party
hereto a ___-month prior written notice to terminate the Employment prior to the expiration of
such ____-year term or unless terminated earlier pursuant to the terms of this Agreement.






			
	3.	 	PROBATION






	 	 	No probationary period.






			
	4.	 	DUTIES AND RESPONSIBILITIES






	 	 	The Executive’s duties at the Company will include all jobs assigned by the Company’s Board of
the Directors (the “Board”) or the Company’s Chief Executive Officer, as the case may
be.
	 
	 	 	The Executive shall devote all of his or her working time, attention and skills to the
performance of his or her 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.




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	 	 	The Executive shall use his or her best efforts to perform his or her duties hereunder. The
Executive shall not, without the prior written consent of the Board, become an employee of any
entity other than the Company and any subsidiary or affiliate of the Company, and shall not be
concerned or interested in any business or entity that engages in the same business in which
the Company engages (any such business or entity, a “Competitor”), provided that
nothing in this clause shall preclude the Executive from holding any shares or other
securities of any Competitor that is listed on any securities exchange or recognized
securities market anywhere. The Executive shall notify the Company in writing of his or her
interest in such shares or securities in a timely manner and with such details and particulars
as the Company may reasonably require.






			
	5.	 	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
entered into by and between the Executive and any member of the Group pursuant to applicable
law, 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 or
her 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.






			
	6.	 	LOCATION






	 	 	The Executive will be based in                     , China. The Company reserves the right to transfer or
second the Executive to any location in China or elsewhere in accordance with its operational
requirements.






			
	7.	 	COMPENSATION AND BENEFITS






	 	(a)	 	Cash Compensation. The Executive’s cash compensation (including salary
and bonus) shall be provided by the Company pursuant to Schedule A
hereto, subject to annual review and adjustment by the Company.
	 
	 	(b)	 	Equity Incentives. To the extent the Company adopts and maintains a
share incentive plan, the Executive will be eligible for participating
in such plan pursuant to the terms thereof as determined by the
Company.
	 
	 	(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.






			
	8.	 	TERMINATION OF THE AGREEMENT






	 	(a)	 	By the Company.




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	 	(i)	 	For Cause. The Company may terminate the Employment for cause, at any time,
without notice or remuneration (unless notice or remuneration is specifically required by
applicable law, in which case notice or remuneration will be provided in accordance with
applicable law), if:






	 	(1)	 	the Executive is convicted or pleads guilty to a felony or to an act of fraud,
misappropriation or embezzlement,
	 
	 	(2)	 	the Executive has been grossly negligent or acted dishonestly to the detriment
of the Company, or
	 
	 	(3)	 	the Executive has engaged in actions amounting to willful misconduct or failed
to perform his or her duties hereunder and such failure continues after the
Executive is afforded a reasonable opportunity to cure such failure.






	 	(ii)	 	For death and disability. The Company may also terminate the Employment, at
any time, without notice or remuneration (unless notice or remuneration is specifically
required by applicable law, in which case notice or remuneration will be provided in
accordance with applicable law), if:






	 	(1)	 	the Executive has died, or
	 
	 	(2)	 	the Executive has a disability which shall mean a physical or mental
impairment which, as reasonably determined by the Board, renders the Executive
unable to perform the essential functions of his or her 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.






	 	(iii)	 	Without Cause. In addition, the Company may terminate the Employment
without cause, at any time, upon a three-month written notice. Upon termination without
cause, the Company shall provide compensation to the Executive equivalent to                      months of the Executive’s cash compensation that he/she is entitled to
immediately prior to such termination (the “Cash Severance Pay”). If the Company
or its successor terminates the Employee without cause upon 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 (the “Change of Control Transaction”), the
Employee’s equity incentive awards that would otherwise be vested within one year after
the Change of Control Transaction shall be accelerated immediately upon such termination,
in addition to the Cash Severance Pay that the Employee is entitled to receive under this
paragraph.






	 	(b)	 	By the Executive. The Executive may terminate the Employment at any
time with a one-month prior written notice to the Company, if (1)
there is a material reduction in the Executive’s authority, duties and
responsibilities, or (2) there is a material reduction in the
Executive’s annual salary before the next annual salary review. Upon
the Executive’s termination of the Employment due to either of the
above reasons, the Company shall provide compensation to the Executive
equivalent to                      months of the Executive’s cash
compensation that he/she is entitled to immediately prior to such
termination. In addition, the Executive may resign prior to the
expiration of the Agreement if such resignation is approved by the
Board or an alternative arrangement with respect to the Employment is
agreed to by the Board.
	 
	 	(c)	 	Notice of Termination. Any termination of the Executive’s employment
under this 




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	 	 	 	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.






			
	9.	 	CONFIDENTIALITY AND NONDISCLOSURE






	 	(a)	 	Confidentiality and Non-disclosure. The Executive hereby agrees at all
times during the term of the Employment and after its termination, to
hold in the strictest confidence, and not to use, except for the
benefit of the Company, 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 Company, its
affiliates, or their respective clients, customers or partners,
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 Company
on whom the Executive called or with whom the Executive became
acquainted during the term of his or her employment), supplier lists
and suppliers (including, but not limited to, insurance company
partners), software developments, inventions, processes, formulas,
technology, designs, hardware configuration information, personnel
information, marketing, finances, information about the suppliers,
joint ventures, franchisees, distributors and other persons with whom
the Company does business, information regarding the skills and
compensation of other employees of the Company or other business
information disclosed to the Executive by or obtained by the Executive
from the Company, its affiliates, or their respective clients,
customers or partners either directly or indirectly in writing, orally
or otherwise, 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 Company are property of the Company and subject
to inspection by the Company, 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 Company, or any documents or materials or copies
thereof containing any Confidential Information.
	 
	 	(c)	 	Former Employer Information. The Executive agrees that he or she has
not and will not, during the term of his or her 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 Company any document or confidential or proprietary
information belonging to such former employer, person or entity unless
consented to in writing by such former employer, person or entity. The
Executive will indemnify the Company and hold it 




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	 	 	 	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 Company may
have received, and in the future may receive, from third parties their
confidential or proprietary information subject to a duty on the
Company’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 Company 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 Company’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.	 	CONFLICTING EMPLOYMENT.






	 	 	The Executive hereby agrees that, during the term of his or her employment with the Company,
he or she will not engage in any other employment, occupation, consulting or other business
activity related to the business in which the Company 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 or her obligations to the Company without the prior written
consent of the Company.






			
	11.	 	NON-COMPETITION AND NON-SOLICITATION






	 	 	In consideration of the salary paid to the Executive by the Company and subject to applicable
law, the Executive agrees that during the term of the Employment and for a period of one (1)
year following the termination of the Employment for whatever reason:






	 	(a)	 	The Executive will not approach clients, customers or contacts of the
Company or other persons or entities introduced to the Executive in
the Executive’s capacity as a representative of the Company for the
purposes of doing business with such persons or entities which will
harm the business relationship between the Company and such persons
and/or entities;
	 
	 	(b)	 	unless expressly consented to by the Company, the Executive will not
assume employment with or provide services as a director or otherwise
for any Competitor, or engage, whether as principal, partner, licensor
or otherwise, in any Competitor; and
	 
	 	(c)	 	unless expressly consented to by the Company, the Executive 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 at or after the date of such
termination, or in the year preceding such termination.






	 	 	The provisions contained in Section 11 are considered reasonable by the Executive and the
Company. In the event that any such provisions should be found to be void under applicable
laws but would be valid if some part thereof was deleted or the period or area




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	 	 	of application reduced, such provisions shall apply with such modification as may be necessary
to make them valid and effective.
	 
	 	 	This Section 11 shall survive the termination of this Agreement for any reason. In the event
the Executive breaches this Section 11, 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 (including monetary damages
if appropriate). In any event, the Company shall have right to seek all remedies permissible
under applicable law.






			
	12.	 	WITHHOLDING TAXES






	 	 	Notwithstanding anything else herein to the contrary, the Company may withhold (or cause there
to be withheld, as the case may be) from any amounts otherwise due or payable under or
pursuant to this Agreement such national, provincial, local or any other income, employment,
or other taxes as may be required to be withheld pursuant to any applicable law or regulation.






			
	13.	 	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 Change of Control Transaction, 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.






			
	14.	 	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.






			
	15.	 	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
or she 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.






			
	16.	 	GOVERNING LAW; JURISDICTION






	 	 	This Agreement shall be governed by and construed in accordance with the laws of the Cayman
Islands. Each party hereto irrevocably agrees that the courts of the Cayman Islands shall have
jurisdiction to hear and determine any suit, action or proceeding, and to settle any disputes
which may arise out of or in connection with this Agreement and for such purposes irrevocably
submits to the jurisdiction of such courts.




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	17.	 	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.






			
	18.	 	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.






			
	19.	 	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.






			
	20.	 	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.






			
	21.	 	NO INTERPRETATION AGAINST DRAFTER






	 	 	Each party recognizes that this Agreement is a legally binding contract and acknowledges that
it, he or she 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.





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




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




	 	 	 	 	 
	 	RDA Microelectronics, Inc.

 	 
	 	By:  	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 
	 	Executive

 	 
	 	Signature:  	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 



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Schedule A 




Cash Compensation




	 	 	 	 	 
	 	 	Amount	 	Pay Period
	Salary
	 	 	 	 
	 
	Bonus
	 	 	 	 







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