Exhibit 10.1


 





 


October 30,
2008


 


Khoon
Cheng Lim


9539
Cortada Street


El
Monte, CA 91733


 


Dear
KC:


 


Valence
Technology, Inc. is pleased to offer you the position of Chief Technology
Officer (CTO) with responsibility over the Company’s Engineering, Research and
Development working out of the Company’s location in Suzhou China and
responsibility for managing the Company’s interests in any venture of the
Company when directed by the CEO or President, including Pleiades Battery
Manufacturing.  This letter embodies the
terms of your employment offer with Valence Technology, Inc.


 


You
will report to Robert L. Kanode, President and CEO.


 


Compensation:


 


Your
starting salary will be at an annualized rate of $200,000 paid on a bi-weekly
basis.  Since this position is classified
as exempt, you will not be eligible for overtime pay.  Unless determined that such practices are
prohibited by Chinese law, all compensation for your services will be paid to
you in the U.S. and you are eligible to participate in the global employee
benefit plans designed for U.S. expatriate employees.  U.S. pension and savings plans and U.S.
social security laws and benefits shall continue to apply to the extent
possible, subject to applicable laws and plan regulations.  You shall be liable to PRC for all individual
income taxes arising from your employment remuneration.  In the event the
Company terminates your employment for other than Good Cause (as defined in the
Footnote below) all options previously issued (450,000 shares) shall immediately
vest and become exercisable on the date of such Termination for Other than Good
Cause.


 


You
will be eligible for four (4) weeks of vacation per year, accrued on a
bi-weekly basis.  Holidays are to be
observed in accordance with local laws and business customs.


 


As
a Valence employee you will be expected to abide by company rules and
regulations.  You will be expected to
sign and comply with our employee agreement which requires, among other
provisions, the assignment of patent rights to any invention made during your
employment at Valence and nondisclosure of proprietary.


 


Valence
is an at will employer.  As an employee
you may terminate employment at any time and for any reason whatsoever with
notice to Valence.  We request that in
the event of resignation, you give the company at least 30 days notice.  Similarly, Valence may terminate your
employment at any time and for any reason whatsoever, with or without
cause.  In the event the Company
terminates your employment for other than Good Cause (as defined in the
Footnote below) Valence will provide you with three months salary payable as of
the date of termination.


 


If
you wish to accept employment at Valence under the terms set out above, please
sign and date this letter, and return it to me at your earliest convenience.


 


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We
look forward to your favorable reply and to a productive and exciting work
relationship.


 


Sincerely,


 


	
  /s/
  Robert L. Kanode

  	
   

  	
   

  



 


Robert
L. Kanode


President
and Chief Executive Officer


 


 


	
  /s/
  KC Lim

  	
   

  	
  October 30,
  2008

  
	
  Approved
  and Accepted: KC Lim

  	
   

  	
  Date

  



 


 


Cc:  Cheryl Logan


 


Footnote:


 


For
purposes of the Agreement, “Good Cause” shall mean and include termination by
reason of (a) your conviction (including any plea of guilty or no contest)
of (i) any felony or misdemeanor involving the embezzlement, theft or
misappropriation of monies or other property of the Company and (ii) any
felony involving the embezzlement, theft or misappropriation of monies or other
property or crime of moral turpitude; (b)  your willful and continued
neglect by you of your duties as President, but only if such neglect continues
for 30 days following receipt by you of written notice from the Company
specifying such breach and demanding that you cure such breach, and (c) your
willful failure to abide by the Company’s policies applicable to your
employment.  In the event your employment
is terminated in accordance for “Good Cause,” you shall be entitled to receive
only your base salary then in effect, prorated to the date of termination, and
any benefits and expense reimbursement to which you are entitled by virtue of
your employment with the Company.


 


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