Exhibit 10.4


 


EMPLOYMENT AGREEMENT


 


This EMPLOYMENT AGREEMENT
(the “Agreement”), is entered into as of December 4, 2017 (the “Effective Date”), by
and between China SXT Pharmaceuticals, Inc., incorporated under the laws of the British Virgin Islands (the “Company”),
and Yao Shi, an individual (the “Chief Financial Officer (CFO)”). Except with respect to the direct employment
of the CFO by the Company, the term “Company” as used herein with respect to all obligations of the CFO 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 Yao Shi
as its CFO and to assure itself of the services of the CFO during the term of Employment (as defined below).


 


B. Yao Shi desires to be employed by the
Company as its CFO during the term of Employment and upon the terms and conditions of this Agreement.


 


AGREEMENT


 


The parties hereto agree as follows:


 


	 	1.	 POSITION


 


Yao Shi hereby accepts a position
of CFO (the “Employment”) of the Company.


 


	 	2.	 TERM


 


Subject to the terms and conditions of this Agreement,
the initial term of the Employment shall be five years commencing on the Effective Date, unless terminated earlier pursuant to
the terms of this Agreement. The Employment will be renewed automatically for additional one-year terms if neither the Company
nor the CFO provides a notice of termination of the Employment to the other party or otherwise proposes to re-negotiate the terms
of the Employment with the other party within three months prior to the expiration of the applicable term.


 


	 	3.	 DUTIES AND RESPONSIBILITIES


 


	 	(a)	The CFO’s duties at the Company will include all jobs assigned by the Company’s Board of the Directors (the “Board”).


 


	 	(b)	The CFO shall devote all of his working time, attention and skills to the performance of his duties at the Company and shall faithfully and diligently serve the Company in accordance with this Agreement, the Certificate of Incorporation and Bylaws of the Company, as amended and restated from time to time (the “Charter Documents”), and the guidelines, policies and procedures of the Company approved from time to time by the Board.


 


	 	(c)	The CFO shall use his best efforts to perform his duties hereunder. The CFO 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 CFO from holding any shares or other securities of any Competitor that is listed on any securities exchange or recognized securities market anywhere if such shares or securities represent less than 5% of the competitors outstanding shares and securities. The CFO shall notify the Company in writing of his interest in such shares or securities in a timely manner and with such details and particulars as the Company may reasonably require.


 




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	 	4.	 NO BREACH OF CONTRACT


 


The CFO
hereby represents to the Company that: (i) the execution and delivery of this Agreement by the CFO and the performance by
the CFO of the CFO’s duties hereunder shall not constitute a breach of, or otherwise contravene, the terms of any other agreement
or policy to which the CFO is a party or otherwise bound, except for agreements entered into by and between the CFO and any member
of the Group pursuant to applicable law, if any; (ii) that the CFO 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 CFO entering
into this Agreement or carrying out his duties hereunder; (iii) that the CFO 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.


 


	 	5.	 Intentionally Omitted


  


	 	6.	 COMPENSATION AND BENEFITS


 


	 	(a)	Base Salary. The CFO’s initial base salary shall be $50,000 and such compensation is subject to annual review and adjustment by the Board.


 


	 	(b)	Bonus. The CFO shall be eligible for Bonuses determined by the Board.


 


	 	(c)	Equity Incentives. To the extent the Company adopts and maintains a share incentive plan, the CFO will be eligible to participate in such plan pursuant to the terms thereof as determined by the Board.


 


	 	(d)	Benefits. The CFO 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.


 


	 	(e)	Expenses. The CFO shall be entitled to reimbursement by the Company for all reasonable ordinary and necessary travel and other expenses incurred by the CFO in the performance of his duties under this Agreement; provided that he properly accounts for such expenses in accordance with the Company’s policies and procedures.


 


	 	7.	 TERMINATION OF THE AGREEMENT


 


	 	(a)	By the Company.


 


(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 CFO is convicted or pleads
guilty to a felony or to an act of fraud, misappropriation or embezzlement,


 


(2) the CFO has been grossly
negligent or acted dishonestly to the detriment of the Company,


 


(3) the CFO has engaged in actions
amounting to willful misconduct or failed to perform his duties hereunder and such failure continues after the CFO is afforded
a reasonable opportunity to cure such failure; or


 


(4) the CFO violates Section
8 or 10 of this Agreement.


 




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Upon termination for cause, the
CFO shall be entitled to the amount of base salary earned and not paid prior to termination. However, the CFO will not be entitled
to receive payment of any severance benefits or other amounts by reason of the termination, and the CFO’s right to all other
benefits will terminate, except as required by any applicable law.


 


(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 CFO has died, or


 


(2) the CFO has a disability
which shall mean a physical or mental impairment which, as reasonably determined by the Board, renders the CFO unable to perform
the essential functions of his employment with the Company, with or without reasonable accommodation, for more than 120 days in
any 12-month period, unless a longer period is required by applicable law, in which case that longer period would apply.


 


Upon termination for death or
disability, the CFO shall be entitled to the amount of base salary earned and not paid prior to termination. However, the CFO will
not be entitled to receive payment of any severance benefits or other amounts by reason of the termination, and the CFO’s
right to all other benefits will terminate, except as required by any applicable law.


 


(iii) Without
Cause. The Company may terminate the Employment without cause, at any time, upon one-month prior written notice. Upon termination
without cause, the Company shall provide the following severance payments and benefits to the CFO: (1) a lump sum cash payment
equal to 12 months of the CFO’s base salary as of the date of such termination; (2) a lump sum cash payment equal to
a pro-rated amount of his target annual bonus for the year immediately preceding the termination, if any; (3) payment of premiums
for continued health benefits under the Company’s health plans for 12 months fo1lowing the termination, if any; and (4) immediate
vesting of 100% of the then-unvested portion of any outstanding equity awards held by the CFO.


 


Upon termination without, the
CFO shall be entitled to the amount of base salary earned and not paid prior to termination.


 


(iv) Change of Control
Transaction. If the Company or its successor terminates the Employment 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 CFO shall be entitled to the following severance payments and benefits upon such termination: (1) a
lump sum cash payment equal to 12  months of the CFO’s base salary at a rate equal to the greater of his/her annual
salary in effect immediate1y prior to the termination, or his/her then current annua1 salary as of the date of such termination;
(2) a lump sum cash payment equal to a pro-rated amount of his/her target annual bonus for the year immediately preceding
the termination; (3) payment of premiums for continued health benefits under the Company’s health plans for 12 months
fo1lowing the termination; and (4) immediate vesting of 100% of the then-unvested portion of any outstanding equity awards
held by the CFO.


 


	 	(b)	By the CFO. The CFO 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 CFO’s authority, duties and responsibilities, or (2) there is a material reduction in the CFO’s annual salary. Upon the CFO’s termination of the Employment due to either of the above reasons, the Company shall provide compensation to the CFO equivalent to 12 months of the CFO’s base salary that he is entitled to immediately prior to such termination. In addition, the CFO 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 CFO’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.


 




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	 	8.	 CONFIDENTIALITY AND NON-DISCLOSURE


 


	 	(a)	Confidentiality and Non-disclosure. The CFO hereby agrees at all times during the term of the Employment and after his 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 prior written consent of the Company, any Confidential Information. The CFO 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, supplier lists and suppliers, 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 CFO by or obtained by the CFO 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 CFO.


 


	 	(b)	Company Property. The CFO 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 CFO’s employment with the Company (or at any other time when requested by the Company), the CFO 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 CFO 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 CFO agrees that he has not and will not, during the term of his employment, (i) improperly use or disclose any proprietary information or trade secrets of any former employer or other person or entity with which the CFO has an agreement or duty to keep in confidence information acquired by CFO, 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 CFO will indemnify the Company and hold it 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 CFO 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 CFO agrees that the CFO owes the Company and such third parties, during the CFO’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 8 shall
survive the termination of this Agreement for any reason. In the event the CFO breaches this Section 8, the Company shall have
right to seek remedies permissible under applicable law.


 




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	 	9.	 CONFLICTING EMPLOYMENT.


 


The CFO
hereby agrees that, during the term of his 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 CFO’s employment, nor will the CFO engage in any other activities that conflict with his obligations to the Company
without the prior written consent of the Company.


 


	 	10.	 NON-COMPETITION AND NON-SOLICITATION


 


In consideration
of the salary paid to the CFO by the Company and subject to applicable law, the CFO 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 CFO will not approach clients, customers or contacts of the Company or other persons or entities introduced to the CFO in the CFO’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)	The CFO 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)	The CFO 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 10 are considered reasonable by the CFO 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 of application reduced,
such provisions shall apply with such modification as may be necessary to make them valid and effective.


 


This Section 10 shall
survive the termination of this Agreement for any reason. In the event the CFO breaches this Section 10, the CFO 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.


 


	 	11.	 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.


 


	 	12.	 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.


 


	 	13.	 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.


 




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	 	14.	 ENTIRE AGREEMENT


 


This Agreement constitutes
the entire agreement and understanding between the CFO and the Company regarding the terms of the Employment and supersedes all
prior or contemporaneous oral or written agreements concerning such subject matter, including any prior agreements between the
CFO and a member of the Group. The CFO 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 CFO and the Company.


 


	 	15.	 GOVERNING LAW; JURISDICTION


 


This Agreement shall
be governed by and construed in accordance with the laws of the State of Delaware and each of the parties irrevocably consents
to the jurisdiction and venue of the federal and state courts located in Delaware.


 


	 	16.	 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.


 


	 	17.	 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.


 


	 	18.	 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.


 


	 	19.	 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.


 


	 	20.	 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.


 


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


 


	 	China SXT Pharmaceuticals, Inc.
	 	 	 
	 	By:	/s/Feng Zhou
	 	Name:	Feng Zhou     
	 	Title:	Sole Director    


 


	 	CFO
	 	 	 
	 	Signature:	/s/Yao Shi
	 	Name:	Yao Shi


 








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