Exhibit
10.1


 


EMPLOYMENT
AGREEMENT


 


This
EMPLOYMENT AGREEMENT is made and entered into as of the 17th day of November, 2017 (the “Agreement”),
by and between CHINA GREEN AGRICULTURE, INC., a Nevada corporation (the “Company”), having its principal place
of business at 3rd Floor, Borough A, Block A. No.181, South Taibai Road, Xi’an, Shaanxi Province, People’s
Republic of China 710065, and Zhuoyu Li (the “Executive”), (collectively the “Parties”).


 


WITNESSETH:


 


WHEREAS,
the Company is engaged in the business of research, development, production and distribution of humic acid organic liquid compound
fertilizer (the “Business”); and


 


WHEREAS,
Executive has represented that he has the experience, background and expertise necessary to enable him to be the Company’s
Chief Financial Officer; and


 


WHEREAS,
based on such representation, and the Company’s reasonable due diligence, the Company wishes to employ Executive as its
Chief Financial Officer, and Executive wishes to be so employed, in each case, upon the terms hereinafter set forth.


 


NOW,
THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements herein contained, and other good
and valuable consideration, the Parties agree as follows:


 


 1. DEFINITIONS. As used herein, the following terms shall have the following meanings:




 


1.1
“Affiliate” means any Person controlling, controlled by or under common control with the Company.


 


1.2
“Board” means the Board of Directors of the Company.


 


1.3
“Common Stock” means the Company’s $.001 par value per share common stock.


 


1.4
“Cause” means (i) conviction of any crime whether or not committed in the course of his employment by the Company;
(ii) Executive’s refusal to carry out instructions of the Chief Executive Officer or the Board which are consistent with
Executive’s role as Chief Financial Officer; or (iii) the breach of any representation, warranty or agreement between Executive
and Company.


 


1.5
“Date of Termination” means (a) in the case of a termination for which a Notice of Termination (as hereinafter
defined in Section 5.3) is required, 30 days from the date of actual receipt of such Notice of Termination or, if later, the date
specified therein, as the case may be, and (b) in all other cases, the actual date on which the Executive’s employment terminates
during the Term of Employment (as hereinafter defined in Section 3) (it being understood that nothing contained in this definition
of “Date of Termination” shall affect any of the cure rights provided to the Executive or the Company in this Agreement).


 


1.6
“Disability” means Executive’s inability to render, for a period of three consecutive months, services
hereunder due to his physical or mental incapacity.


 


1.7
“Effective Date” means November 17, 2017.


 


1.8
“Person(s)” means any individual or entity of any kind or nature, including any other person as defined in
Section 3(a)(9) of the Securities Exchange Act of 1934, and as used in Sections 13(d) and 14(d) thereof.


 


1.9
“Prospective Customer” shall mean any Person which has either (a) entered into a nondisclosure agreement with
the Company or any Company subsidiary or Affiliate or (b) has within the preceding 12 months received a currently pending and
not rejected written proposal in reasonable detail from the Company or any of the Company’s subsidiary or Affiliate.


 






    


     


    

 


 2. EMPLOYMENT.




 


2.1
Agreement to Employ. Effective as of the Effective Date, the Company hereby agrees to employ Executive, and Executive hereby
agrees to serve, subject to the provisions of this Agreement, as an officer and employee of the Company.


 


2.2
Duties and Schedule. Executive shall serve as the Company’s Chief Financial Officer and shall have such responsibilities
as designated by the Company’s Chief Executive Officer or the Board that are not inconsistent with applicable laws, regulations
and rules. Executive shall report directly to the Company’s Chief Executive Officer or the Board, or the Audit Committee
thereof, as circumstances may require.


 


3.TERM
OF EMPLOYMENT. Unless Executive’s employment shall sooner terminate pursuant to Section 5, the Company shall employ
Executive for a term commencing on the Effective Date and ending on the first anniversary thereof (the “Term”).
The term shall automatically renew for an additional year unless either Party provides notice to the other that the Term shall
not continue within 60 days prior to the end of the prior Term. The period during which Executive is employed pursuant to this
Agreement shall be referred to as the “Term” or the “Term of Employment”.


 


 4. COMPENSATION.




 


4.1
Salary. Executive’s salary during the Term shall be $100,000 per year (the “Salary”), payable
in twice-monthly payments and in US Dollars. All applicable withholding taxes shall be deducted from such payments. The Board
will review Executive’s Salary at least once per year and may, in its discretion, increase or decrease the Salary in accordance
with the Company’s compensation policies. A discretionary bonus, if any, may be paid each year as determined solely by the
Board.


 


4.2
Vacation. Executive shall be entitled to fifteen (15) days of paid vacation per year taken at such times so as to not materially
impede his duties hereunder. Executive shall be entitled to a pro rata number of days of paid vacation during the period
beginning on the Effective Date through the end of the first fiscal year. Vacation days that are not taken may not be carried
over into future years. Illness days shall be consistent with the Company’s standard policies and applicable U.S. law. Executive
should be entitled to standard U.S. federal government holidays in addition to vacation or illness days.


 


4.3
Business Expenses. Executive shall be reimbursed by the Company for all ordinary and necessary expenses incurred by Executive
in the performance of his duties hereunder on behalf of the Company, such expenses not to exceed $500 per month without the prior
written approval of the Company.


 


4.4
Section 409A Compliance. The Executive and the Company intend that any compensation under this Agreement shall be paid
in compliance with Section 409A of the Internal Revenue Code such that there are no adverse tax consequences, interest, or penalties
as a result of the payments. Notwithstanding any other provisions of this Agreement to the contrary, any payment or benefits otherwise
due to the Executive upon the Executive’s termination from employment with the Company shall not be made until and unless
such termination from employment constitutes a “Separation from Service”, as such term is defined under Section 409A
of the Internal Revenue Code. This provisions shall have no effect on payments or benefits otherwise due or payable to the Executive
or on the Executive’s behalf, which are not on account of the Executive’s termination from employment with the Company,
including as a result of the Executive’s death. Furthermore, if the Company reasonably determines that the Executive is
a “Specified Employee” as defined by Section 409A, upon termination of Executive’s employment for any reason
other than death (whether by resignation or otherwise), no amount may be paid to the Executive earlier than six months after the
date of termination of Executive’s employment if such payment would violate Section 409A and the regulations issued thereunder,
and payment shall be made, or commence to be made, as the case may be, on the date that is six months and one day after the termination
of Executive’s employment. Each payment made under this Agreement shall be designated as a “separate payment”
within the meaning of Section 409A.


 


 5. TERMINATION.




 


5.1
Termination Due to Death or Disability.


 


5.1.1
Death. This Agreement shall terminate immediately upon the death of Executive. Upon Executive’s death, Executive’s
estate or Executive’s legal representative, as the case may be, shall be entitled to Executive’s accrued and unpaid
Salary and vacation as of the date of Executive’s death, plus all other compensation and benefits that were vested through
the date of Executive’s death.


 


5.1.2
Disability. In the event of Executive’s Disability, this Agreement shall terminate and Executive shall be entitled
to (a) accrued and unpaid vacation through the first date that a Disability is determined; and (b) all other compensation and
benefits that were vested through the first date that a Disability has been determined.


 


5.2
Termination . Both the Company and the Executive may terminate the employment hereunder by delivery of written notice to
the other party at least thirty (30) days prior to termination date or with a shorter notice period if agreed upon by the Parties.
At Company’s sole discretion, it may substitute thirty (30) days salary in lieu of such written notice. However, that in
the event of a breach of this Agreement by the Executive or an event which would constitute “Cause”, the Company may
immediately terminate this Agreement upon written notice with no waiting period or substituting salary. Upon the effective date
of termination under this Section 5.2, Executive shall be entitled to (a) accrued and unpaid vacation through such effective date;
and (b) all other compensation and benefits that were vested through such effective date.


 


5.3
Notice of Termination. Any termination of the Employment by the Company or the Executive shall be communicated by a notice
in accordance with Section 8.4 of this Agreement (the “Notice of Termination”).


 






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5.4
Payment. The Executive shall not be entitled to severance payments upon any termination provided in Section 5 herein. Except
as otherwise provided in this Agreement, any payments to which the Executive shall be entitled under this Section 5, including,
without limitation, any economic equivalent of any benefit, shall be made as promptly as possible following the Date of Termination,
but in no event more than 30 days after the Date of Termination. If the amount of any payment due to the Executive cannot be finally
determined within thirty (30) days after the Date of Termination, such amount shall be reasonably estimated on a good faith basis
by the Company and the estimated amount shall be paid no later than thirty (30) days after such Date of Termination. As soon as
practicable thereafter, the final determination of the amount due shall be made and any adjustment requiring a payment to Executive
shall be made as promptly as practicable. The payment of any amounts under this Section 5 shall not affect Executive’s rights
to receive any workers’ compensation benefits.


 


6. EXECUTIVE’S
REPRESENTATION. The Executive represents and warrants to the Company that: (a) he is subject to no contractual, fiduciary
or other obligation which may affect the performance of his duties under this Agreement; (b) he has terminated, in accordance
with their terms, any contractual obligation which may affect his performance under this Agreement; and (c) his employment
with the Company will not require him to use or disclose proprietary or confidential information of any other person or
entity.


 


7.
NON-COMPETITION: NON-DISCLOSURE; INVENTIONS.




 


7.1
Trade Secrets. Executive acknowledges that his employment position with the Company is one of trust and confidence. Executive
further understands and acknowledges that, during the course of Executive’s employment with the Company, Executive will be entrusted
with access to certain confidential information, specialized knowledge and trade secrets which belong to the Company, or its subsidiaries,
including, but not limited to, their methods of operation and developing customer base, its manner of cultivating customer relations,
its practices and preferences, current and future market strategies, formulas, patterns, patents, devices, secret inventions,
processes, compilations of information, records, and customer lists, all of which are regularly used in the operation of their
business and which Executive acknowledges have been acquired, learned and developed by them only through the expenditure of substantial
sums of money, time and effort, which are not readily ascertainable, and which are discoverable only with substantial effort,
and which thus are the confidential and the exclusive Property of the Company and its subsidiaries (hereinafter “Trade Secrets”).
Executive covenants and agrees to use his best efforts and utmost diligence to protect those Trade Secrets from disclosure to
third parties. Executive further acknowledges that, absent the protections afforded the Company and its subsidiaries in Section
7, Executive would not be entrusted with any of such Trade Secrets. Accordingly, Executive agrees and covenants (which agreement
and covenant shall survive the termination of this Agreement regardless of the reason) as follows:


 


7.1.1
Executive will at no time take any action or make any statement that will disparage or discredit the Company, any of its subsidiaries
or their products or services;


 


7.1.2
During the period of Executive’s employment with the Company and for sixty (60) months immediately following the termination of
such employment, Executive will not disclose or reveal to any person, firm or corporation other than in connection with the business
of the Company and its subsidiaries or as may be required by law, any Trade Secret used or useable by the Company or any of its
subsidiaries, divisions or Affiliates (collectively the “Companies”) in connection with their respective businesses,
known to Executive as a result of his employment by the Company, or other relationship with the Companies, and which is not otherwise
publicly available. Executive further agrees that during the term of this Agreement and at all times thereafter, he will keep
confidential and not disclose or reveal to any person, firm or corporation other than in connection with the business of the Companies
or as may be required by applicable law, any information received by him during the course of his employment with regard to the
financial, business, or other affairs of the Companies, their respective officers, directors, customers or suppliers which is
not publicly available;


 


7.1.3
Upon the termination of Executive’s employment with the Company, Executive will return to the Company all documents, customer
lists, customer information, product samples, presentation materials, drawing specifications, equipment and other materials relating
to the business of any of the Companies, which Executive hereby acknowledges are the sole and exclusive property of the Companies
or any one of them. Nothing in this Agreement shall prohibit Executive from retaining, at all times any document relating to his
personal entitlements and obligations, his rolodex, his personal correspondence files; and any additional personal property;


 


7.1.4
During the term of the Agreement and, for a period of three (3) months immediately following the termination of the Executive’s
employment with the Company, Executive will not: compete, or participate as a shareholder, director, officer, partner (limited
or general), trustee, holder of a beneficial interest, employee, agent of or representative in any business competing directly
with the Companies without the prior written consent of the Company, which may be withheld in the Company’s sole discretion;
provided, however, that nothing contained herein shall be construed to limit or prevent the purchase or beneficial ownership by
Executive of less than five percent of any security registered under Section 12 or 15 of the Securities Exchange Act of 1934;


 






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7.1.5
During the term of the Agreement and, for a period of eighteen (18) months immediately following the termination of the Executive’s
employment with the Company, Executive will not:


 


7.1.5.1
solicit or accept competing business from any customer of any of the Companies or any person or entity known by Executive to be
or have been, during the preceding 18 months, a customer or Prospective Customer of any of the Companies without the prior written
consent of the Company;


 


7.1.5.2
encourage, request or advise any such customer or Prospective Customer of any of the Companies to withdraw or cancel any of their
business from or with any of the Companies; or


 


7.1.6
Executive will not during the period of his employment with the Company and, subject to the provisions hereof for a period of
eighteen (18) months immediately following the termination of Executive’s employment with the Company,


 


7.1.6.1
conspire with any person employed by any of the Companies with respect to any of the matters covered by this Section 7;


 


7.1.6.2
encourage, induce or solicit any person employed by any of the Companies to facilitate Executive’s violation of the covenants
contained in this Section 7;


 


7.1.6.3
assist any entity to solicit the employment of any employee of any of the Companies; or


 


7.1.6.4
employ or hire any employee of any of the Companies, or solicit or induce any such person to join the Executive as a partner,
investor, coventurer, or otherwise encourage or induce them to terminate their employment with any of the Companies.


 


7.2
Executive expressly acknowledges that all of the provisions of this Section 7 of this Agreement have been bargained for and Executive’s
agreement hereto is an integral part of the consideration to be rendered by the Executive which justifies the rate and extent
of the compensation provided for hereunder.


 


7.3
Executive acknowledges and agrees that a violation of any one of the covenants contained in this Section 7 shall cause irreparable
injury to the Company, that the remedy at law for such a violation would be inadequate and that the Company shall thus be entitled
to temporary injunctive relief to enforce that covenant until such time that a court of competent jurisdiction either (a) grants
or denies permanent injunctive relief or (b) awards other equitable remedy(s) as it sees fit.


 


7.4
Successors.


 


7.4.1
Executive. This Agreement is personal to Executive and, without the prior express written consent of the Company, shall
not be assignable by Executive, except that Executive’s rights to receive any compensation or benefits under this Agreement
may be transferred or disposed of pursuant to testamentary disposition, intestate succession or a qualified domestic relations
order or in connection with a Disability. This Agreement shall inure to the benefit of and be enforceable by Executive’s
estate, heirs, beneficiaries, and/or legal representatives.


 


7.4.2 The
Company. This Agreement shall inure to the benefit of and be binding upon the Company and its successors and
assigns.


 


7.5
Inventions and Patents. The Company shall be entitled to the sole benefit and exclusive ownership of any inventions or
improvements in products, processes, or other things that may be made or discovered by Executive while he is in the service of
the Company, and all patents for the same. During the Term, Executive shall do all acts necessary or required by the Company to
give effect to this section and, following the Term, Executive shall do all acts reasonably necessary or required by the Company
to give effect to this section. In all cases, the Company shall pay all costs and fees associated with such acts by Executive.


 






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 8. MISCELLANEOUS.




 


8.1
Indemnification. The Company and each of its subsidiaries shall, to the maximum extent provided under applicable law, indemnify
and hold Executive harmless from and against any expenses, including reasonable attorney’s fees, judgments, fines, settlements
and other legally permissible amounts (“Losses”), incurred in connection with any proceeding arising out of,
or related to, Executive’s employment by the Company, other than any such Losses incurred as a result of Executive’s
negligence or willful misconduct. The Company shall, or shall cause a subsidiary thereof to, advance to Executive any expenses,
including attorney’s fees and costs of settlement, incurred in defending any such proceeding to the maximum extent permitted
by applicable law. Such costs and expenses incurred by Executive in defense of any such proceeding shall be paid by the Company
or applicable subsidiary in advance of the final disposition of such proceeding promptly upon receipt by the Company of (a) written
request for payment; (b) appropriate documentation evidencing the incurrence, amount and nature of the costs and expenses for
which payment is being sought; and (c) an undertaking adequate under applicable law made by or on behalf of Executive to repay
the amounts so advanced if it shall ultimately be determined pursuant to any non-appealable judgment or settlement that Executive
is not entitled to be indemnified by the Company or any subsidiary thereof. the Company will provide Executive with coverage under
all director’s and officer’s liability insurance policies which is has in effect during the Term, with no deductible
to Executive.


 


8.2
Applicable Law. Except as may be otherwise provided herein, this Agreement shall be governed by and construed in accordance
with the laws of the State of New York, applied without reference to principles of conflict of laws.


 


8.3
Amendments. This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties
hereto or their respective successors or legal representatives.


 


8.4
Notices. All notices and other communications hereunder shall be in writing and shall be given by hand-delivery to the
other party or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:


 


If
to the Executive:


 


3rd
Floor, Borough A, Block A. No.181


South
Taibai Road, Xi’an, Shaanxi Province,


People’s
Republic of China 710065


Attn:
Mr. Zhuoyu Li


Tel:
(86-29) 8826-6368


 


If
to the Company:


 


3rd
Floor, Borough A, Block A. No.181





South
Taibai Road, Xi’an, Shaanxi Province, 


People’s
Republic of China 710065


Attn:
Mr. Tao Li, Chief Executive Officer


Tel:
(86-29) 8826-6368


 


Or
to such other address as either party shall have furnished to the other in writing in accordance herewith. Notices and communications
shall be effective when actually received by the addressee.


 


8.5
Withholding. The Company may withhold from any amounts payable under the Agreement, such federal, state and local income,
unemployment, social security and similar employment related taxes and similar employment related withholdings as shall be required
to be withheld pursuant to any applicable law or regulation.


 


8.6
Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability
of any other provision of this Agreement, and any such provision which is not valid or enforceable in whole shall be enforced
to the maximum extent permitted by law.





 






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8.7
Captions. The captions of this Agreement are not part of the provisions and shall have no force or effect.


 


8.8
Entire Agreement. This Agreement contains the entire agreement among the parties concerning the subject matter hereof and
supersedes all prior agreements, understandings, discussions, negotiations and undertakings, whether written or oral, between
the parties with respect thereto.


 


8.9
Survivorship. The respective rights and obligations of the parties hereunder shall survive any termination of this Agreement
or the Executive’s employment hereunder to the extent necessary to the intended preservation of such rights and obligations.


 


8.10
Waiver. Either Party’s failure to enforce any provision or provisions of this Agreement shall not in any way be construed
as a waiver of any such provision or provisions, or prevent that party thereafter from enforcing each and every other provision
of this Agreement.


 


8.11
Joint Efforts/Counterparts. Preparation of this Agreement shall be deemed to be the joint effort of the parties hereto
and shall not be construed more severely against any party. This Agreement may be signed in two or more counterparts, each of
which shall be deemed an original and all of which together shall constitute one and the same instrument.


 


8.12
Representation by Counsel. Each Party hereby represents that it has had the opportunity to be represented by legal counsel
of its choice in connection with the negotiation and execution of this Agreement.


 


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Signature page follows --





 






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IN
WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.


 


	EMPLOYEE:	 	CHINA GREEN AGRICULTURE,
    INC.
	 	 	 
	/s/ Zhuoyu
    Li	 	/s/ Tao
    Li
	Zhuoyu Li	 	Tao Li
	 	 	Chief Executive Officer


 


 


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