exv10w4






Exhibit 10.4




EMPLOYMENT CONTRACT



THIS EMPLOYMENT CONTRACT (the “Contract”) is made on [xxx] (“Effective Date”)



BETWEEN:-





		 	(1) HiSoft Technology International Limited, a company incorporated in Cayman Islands
with limited liability, the registered office of which is situated at Codan Trust
Company (Cayman) Limited, Century Yard, Criket Square, Hutchins Drive, P.O. Box 2681GT,
George Town Grand Cayman, British West Indies. (the “Company”); and
	 
		 	(2) [xxx] (the “Executive”).
	 
	 	 	WHEREAS the Company has agreed to employ Executive and Executive has agreed to serve
the Company as [xxx] and such other senior role as shall be determined by the Board of
Directors, by providing the Company, and its subsidiaries (collectively the “Group” and
each a “Group Company”) with the services hereinafter described on the terms and
conditions set out below.
	 
	 	 	Executive and the Company are hereinafter referred to individually as a “Party” and
collectively as the “Parties.”





ARTICLE 1. EMPLOYMENT, TERM, AND DUTIES





	1.1.	 	Employment. Subject to the terms of this Contract, the Company agrees to employ
Executive and Executive hereby accepts such employment in accordance with the terms
hereof. Executive represents and warrants that he is not bound by or subject to any court
order, agreement, arrangement or undertaking which in any way restricts or prohibits him
from entering into this Contract or from performing his duties hereunder.
	 
	1.2.	 	Term. The term Executive’s employment shall commence on the Effective Date and
continue for four (4) years or until terminated in accordance with this Contract or as
prescribed by law (“Term of Employment”).
	 
	1.3.	 	Duties. During the Term of Employment, Executive shall have the duties specified
in Annex A and shall perform such other duties as may be assigned to Executive
from time to time by the Company (the “Duties”).
	 
	1.4.	 	Full-time Employment. Executive shall devote his/her full time and best efforts,
talents, knowledge and experience to the Duties, and shall perform the Duties in such
locations as the Group’s business needs may dictate.





ARTICLE 2. COMPENSATION AND BENEFITS





	2.1.	 	Salary. During the Term of Employment, the Company shall pay Executive a monthly
salary specified in and in accordance with Annex A (“Salary”). The Company shall
review Executive’s performance and the Salary annually or from time to time, and
determine in its sole discretion any adjustments to Executive’s Salary on a prospective
basis (including a reduction in the Salary provided that a





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	 	 	reduction requires prior consent from Executive). Such adjusted salary then shall become
Executive’s “Salary” for the purposes of this Contract.
	 
	2.2.	 	Business Expenses. The Company shall reimburse the Executive during the term of this
Contract for travel, entertainment and other expenses reasonably incurred by the Executive on
behalf of the Company pursuant to the Company’s expense reimbursement policy for its senior
executives.
	 
	2.3.	 	Bonus and Other Compensation. Executive may also be entitled to additional
compensation in the form of bonus or options to acquire shares in the Company (See Annex A).
Terms and conditions of any bonuses or any other compensation not covered in this Contract,
if any, shall be set forth in an addendum to this Contract executed by the Company and
Executive.
	 
	2.4.	 	Vacation, Sick Leave and Holiday Benefits. Executive shall be entitled to paid
vacation, sick leave and public holidays as may be mandated by law or made available by the
Company under its policy in effect from time to time. Executive shall be initially entitled
to the number of vacation days per calendar year set forth on Annex A. In the event
that Executive does not take all of the vacation time authorized in a calendar year, such
vacation days not taken shall not accrue and carry over to subsequent years unless
Executive’s failure to take such days was due to a request made by the Company. The number of
vacation days Executive is entitled to will be subject to review and adjustment by the
Company from time to time.
	 
	2.5.	 	Severance Pay. If any severance pay is mandated by law, Executive shall be entitled
to such severance pay in the amount mandated by law when his/her employment is terminated.
Notwithstanding any provisions to the contrary herein, Executive shall not be entitled to any
severance pay if Executive’s employment is terminated (i) by the Company for “Cause” or
without cause under Article 3, or (ii) by Executive for any reason.
	 
	2.6.	 	Taxes. The Executive shall be responsible for paying any and all income taxes and
other charges imposed on Executive’s Salary.





ARTICLE 3. TERMINATION





	3.1.	 	Termination. Executive’s employment may be terminated during the term of this
Contract only in accordance with this Article 3. Executive shall be paid any accrued but
unpaid Salary through the date of termination and any severance pay, if and only if mandated
by law. Executive’s rights under any social security plans shall be determined under the
provisions of such plans and any payments, if due under such plans, shall be distributed
pursuant to the provisions thereof.
	 
	3.2.	 	Termination by the Company for Cause. The Company may terminate Executive’s
employment for “Cause” (as hereinafter defined). In the event of termination for Cause, the
Company shall have no further obligations or liabilities to Executive other than to pay
Executive any accrued but unpaid Salary through the date of termination and any required
distribution under any social security plans.
	 
	 	 	For purposes of this Contract, the term Cause means:





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	 	(i)	 	any conviction of Executive for any felony under the laws of any applicable
jurisdiction;
	 
	 	(ii)	 	any conviction of Executive for any misdemeanor under the laws of any applicable
jurisdiction which results in the incarceration of Executive for a
period of more than 14 consecutive days;
	 
	 	(iii)	 	any material breach by Executive of this Contract or the material and willful
failure of Executive to comply with any lawful directive of the Company, or
	 
	 	(iv)	 	dishonesty, gross negligence or malfeasance by Executive in the performance of
the Duties hereunder.






	 	 	In case of termination by the Company for any of the Causes listed above, the Company shall
not be required to provide any prior notice of termination.
	 
	3.3.	 	Termination Without Cause. Executive may terminate this Contract at any time,
without cause, upon three (3) months written notice to the other Party. The Company may
terminate this Contract at any time, without cause, upon three (3) months written notice to
Executive.
	 
	3.4.	 	Not withstanding any provision in this Contract, the provisions of clauses relating to IP
Rights and Confidential Information, 
Non-competition/non-solicit and Reconstruction shall
continue to apply notwithstanding the termination of this Contract.





ARTICLE 4. COVENANTS AND RESTRICTIONS





	4.1.	 	Intellectual Property Rights and Confidential Information. Executive agrees that
during the Term of Employment, he/she will be a party to the Company’s Intellectual Property
Rights and Confidentiality Agreement (Exhibit G to the Sales Purchase Agreement for Series A)
and undertake to abide by the conditions of the Contract.
	 
	4.2.	 	Non-Competition/Non-Solicit. Executive agrees that during the Term of Employment,
and for and during a period of Twelve (12) months following termination of employment for any
reason, he/she shall not:






	 	(i)	 	Participate or engage in any business that competes with that of any Group
Company, either directly or indirectly as an owner, partner, director, officer,
consultant, advisor, independent contractor or in whatever other capacity. This
restriction, however, does not apply to ownership of publicly traded securities of
any competing business, provided that such ownership shall not exceed one percent
(1%) of the total stocks the competing public company in question.
	 
	 	(ii)	 	Directly or indirectly solicit or entice or endeavor to solicit or entice away
from any Group Company any director, officer, manager, agent, adviser, servant of or
consultant to any Group Company whether or not such person would commit any breach of
his contract of employment or services by reason of leaving the service of the
relevant Group Company;
	 
	 	(iii)	 	Directly or indirectly solicit to procure order from or do business with any
person firm or company who during the term of his Appointment, is a





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	 	 	 	proposed or actual customer, supplier or partner of any Group Company in
connection with the Business;
	 
	 	(iv)	 	Directly or indirectly seek to divert, reduce or dissuade from continuing to
do business with or entering into business with any Group Company, any supplier,
customer, or other person or entity that has a business relationship with a Group
Company or with which a Group Company is actively planning or pursuing a business
relationship.
	 
	 	(v)	 	Use the name “HiSoft”, “DMK”, “” or “” or any name similar thereto in
connection with any company (or any entity( or business not belonging to the Group.






	4.4	 	Irreparable Harm. Executive acknowledges that (i) Executive’s compliance with this
Article 4 is necessary to preserve and protect the proprietary rights, Confidential
Information and goodwill of the Company; (ii) any failure by Executive to comply with the
provisions of this Article 4 will result in irreparable and continuing injury for which there
will be no adequate remedy at law; and (iii) in the event that Executive should fail to
comply with the terms and conditions of this Article 4, the Company shall be entitled, in
addition to legal remedies, to equitable reliefs, including, but not limited to, the issuance
of an injunction and/or temporary restraining order, as may be necessary to cause Executive
to comply with this Contract. Executive expressly acknowledges that the compensation he/she
receives pursuant to this Contract has included the consideration for all his/her obligations
under this Article 4 and that compliance with this Article does not limit or otherwise
adversely affect his/her ability to earn a livelihood.
	 
	4.5	 	Survival. This Article 4 shall survive the termination of this Contract.





ARTICLE 5. GENERAL PROVISIONS





	5.1.	 	Obligations Upon Termination. In the event of any termination of his/her employment
for whatever reason, Executive will promptly deliver to the Company all physical property,
disks, documents, notes, printouts, and all copies thereof and other materials in Executive’s
possession or under Executive’s control pertaining to the business of the Company or its
affiliate, including, but not limited to, those embodying or relating to the Confidential
Information. (Annex B). This Article 5.1 shall survive the termination of this Contract.
	 
	5.2.	 	Modifications. No modification, amendment or waiver of this Contract, nor consent to
any departure from any of the terms or conditions hereof, shall be effective unless in
writing and signed by the Parties hereto. Any such waiver or consent shall be effective only
in the specific instance and for the purpose for which given. The failure of any Party hereto
to enforce at any time any provision of this Contract shall not be construed to be a waiver
of such provision, nor in any way to affect the validity of this Contract or any part hereof
or the right of any Party thereafter to enforce each and every such provision.
	 
	5.3	 	IP & Confidentiality Agreement All terms and conditions of the IP & Confidentiality
Agreement attached as Exhibit G shall be incorporated herein as binding between the Company
and Executive.





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	5.4	 	Reconstruction. If this Contract is terminated by reason of the liquidation of
the Company or the transfer of its business to another one or more companies for the
purpose of reconstruction or amalgamation and Executive is requested to provide his
services with the restructured entity or any concern or undertaking on terms and conditions
no less favourable in all respects than the provisions of this Contract, Executive shall
not have any claim against the Company or its successors-in-title in respect of such
termination.
	 
	5.5	 	Governing Law. This Contract shall be subject to and governed by the laws of Hong
Kong. In case of any dispute regarding this Contract, the Parties shall first resort to
good-faith negotiations and in the event the parties are unable to settle a dispute between
them regarding this Contract by negotiation, such dispute shall be referred to and finally
settled by arbitration at the Hong Kong International Arbitration Centre (“HKIAC”) in
accordance with the UNCITRAL Arbitration Rules (“UNCITRAL Rules”) in effect, which rules are
deemed to be incorporated by reference into this subsection (b), subject to the following: The
arbitration tribunal shall consist of one arbitrator to be appointed according to the UNCITRAL
Rules by HKIAC. The language of the arbitration shall be English. Notwithstanding anything in
this Contract or in the UNCITRAL Rules or otherwise, the arbitration tribunal shall not have
the power to award injunctive relief or any other equitable remedy of any kind against any
Investor unless such award both (i) is expressly appealable to and subject to de novo review
by the courts of Hong Kong, and (ii) would not, if upheld, have the effect of impairing,
restricting, or imposing any conditions on the right or ability of such Investor or its
affiliates to conduct its respective business operations or to make or dispose of any other
investments. The prevailing party shall be entitled to reasonable attorney’s fees, costs and
necessary disbursements in addition to any other relief to which such party may be entitled.
	 
	5.6	 	Severability. If any provision(s) of this Contract shall be found invalid or
unenforceable, in whole or in part, then such provision(s) shall be deemed to be modified or
restricted to the extent and in the manner necessary to render the same valid and
enforceable, or shall be deemed excised from this Contract, as the case may require, and this
Contract shall be construed and enforced to the maximum extent permitted by law, as if such
provision(s) had been originally incorporated herein as so modified or restricted, or as if
such provision(s) had not been originally incorporated herein, as the case may be.
	 
	5.7	 	Counterparts. This Contract may be executed in counterparts, each of which shall
constitute an original, but all of which shall constitute one and the same document.
	 
	5.8	 	Supercede. This Contract supersedes any other employment or service agreements that
the Executive may have or had with any subsidiaries or affiliates of the Company.





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ANNEX A





     This Annex is a part of the Employment Contract (the “Contract”) made as of the
Effective Date below between the individual named below (“Executive”) and HiSoft
Technology International Limited (the “Company”).




	a)	 	Effective date:
	 
	b)	 	Executive Name:
	 
	c)	 	Passport Number:
	 
	d)	 	Current Address and Contact:
	 
	e)	 	Duties:           a)
	 
	(A)	 	Executive hereby undertakes with the Company that during the term of the Appointment, he
shall use his best endeavours to carry out his duties hereunder and to protect, promote and
act in the best interests of the Group.
	 
	(B)	 	Executive in his office as [xxx] and such senior role as shall be determined by the CEO
shall:-






	 	(i)	 	devote his time and efforts exclusively and diligently to the interests and
affairs of the Group in the discharge of his duties in relation to the Group
generally;
	 
	 	(ii)	 	in the discharge of such duties and in the exercise of such powers, comply
with all and any lawful directions and instructions from time to time made or given to
him by the CEO according to the best of his skill and ability;
	 
	 	(iii)	 	in pursuance of his duties hereunder, perform such services for the Group
and (without further remuneration unless otherwise agreed) accept such offices in the
Group as the CEO may from time to time require and without limiting the generality of
this Clause, act as a director of the Company and of each of its subsidiaries; and
	 
	 	(iv)	 	faithfully and diligently perform such duties and exercise such powers as
are consistent with his office in relation to the Company and the Group.






	(C)	 	Executive shall carry out his duties and exercise his powers jointly with any other director
or executive or manager as shall from time to time be appointed by the Board to act jointly
with Executive and the Board may at any time require Executive to cease performing or
exercising any of his duties or powers under this Contract without assigning any reason
therefor, providing that is in the best interests of the Group. If Executive is also a
director of any Group Company, then termination of such appointment as director does not
automatically terminate this Contract unless this Contract is terminated in accordance with
the terms herein.
	 
	(E)	 	The normal office hours of the Group are 9:00 a.m. to 6:00 p.m., Monday through Friday.
Executive may be required to work outside these normal hours without additional remuneration
or overtime pay.





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	(F)	 	Executive shall be required to carry out his duties in Hong Kong, the People’s Republic
of China, Japan, South East Asia, the United States of America, the Cayman Islands or such
other parts of the world as the CEO may request or as the interests, needs, business and
opportunities of the Group will require or be deemed advisable by the Board.
	 
	 	 	f)          Compensation and Benefits
	 
	(A)	 	A fixed annual salary at the rate of [xxx]
	 
	(B)	 	A performance bonus of up to [xxx] at the end of each fiscal year, to be determined by the
CEO and approval by Compensation Committee of the Board of Directors.
	 
	(C)	 	An option grant (“Options”) to subscribe for [xxx] common shares, at strike price of
[xx]/share will be granted. Other terms and conditions of the options will be in pursuant to
the Incentive Option Plan of the Company.
	 
	(D)	 	For the avoidance of doubt, the Executive shall be responsible for all of his personal
taxation liability (anywhere in the world, including, without limitation, Hong Kong, Japan,
the PRC and the United States of America) in respect of remuneration received under this
Contract.
	 
	(E)	 	Vacation Days per year: As per the Group’s current policies.





* * * * *

[Signature Page Follows]




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ANNEX A — ACKNOWLEDGED BY




	 	 	 	 	 	 	 	 	 

	EXECUTIVE	 	 	 	HISOFT TECHNOLOGY INTERNATIONAL

LIMITED
	 
	 	 	 	 	 	 	 	 
	Signature:

	 	 	 	 	 	Signature:	 	 
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Name: [xxx]	 	 	 	Name: Loh Tiak Koon, its CEO,
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	For and on behalf of
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Hisoft Technology International Limited






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ANNEX B




TERMINATION CERTIFICATION





	 	 	This is to certify that I do not have in my possession, nor have I failed to return, any
papers, records, data, notes, drawings, files, documents, samples, devices, products,
equipment, designs, computer programs, and other materials, including reproductions of any
of the aforementioned items, belonging to Hisoft Technology International Limited, its
subsidiaries, affiliates, successors, or assigns (together, the “Company”).






	 	 	I further certify that I have complied with all the terms of the Intellectual Rights and
Confidentiality Agreement with the Company, including the reporting of any Intellectual
Property (as defined therein) conceived or made by me (solely or jointly with others)
covered by that Agreement.






	 	 	I further agree that I will hold in confidence and will not disclose, use, copy, publish,
or summarize any Confidential Information (as defined in the Intellectual Rights and
Confidentiality Agreement) of the Company or of any of its customers, vendors, consultants,
and other parties with which it does business.




Date:                                         




	 	 	 	 	 
	 	 	 
	 	
 	 
	 	Executive’s Signature  	 
	 	
[xxx] 	 
	 







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IN WITNESS WHEREOF, each of Executive and the Company has executed this Contract and Annex A
and Annex B on the date first above written




	 	 	 	 	 	 	 	 	 

	EXECUTIVE	 	 	 	HISOFT TECHNOLOGY INTERNATIONAL LIMITED
	 
	 	 	 	 	 	 	 	 
	Signature:

	 	 	 	 	 	Signature:	 	 
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Name: [xxx]	 	 	 	Name: Loh Tiak Koon, its CEO
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	For and on behalf of
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Hisoft Technology International Limited







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