Unassociated Document


    EXHIBIT
10.1

    


    EMPLOYMENT
AGREEMENT

    


    This
Agreement (this “Agreement”) is entered into by and between China Polypeptide
Group, Inc., a Delaware corporation (the “Company”), and Richard Liu (the
“Employee”), effective as of March 1, 2010 (“Effective Date”).

    


    WHEREAS,
the Company desires to employ the Employee on the terms and conditions set forth
herein, and the Employee desires to be employed by the Company in such capacity
on such terms and conditions.

    


    NOW,
THEREFORE, in consideration of the mutual promises contained herein, and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:

     

    1.           Employment. The
Company hereby employs the Employee, and the Employee hereby accepts such
employment on the terms and conditions hereinafter set forth.

    


    2.           Term of Employment.
The initial term of employment under this Agreement shall be for a three (3)
year period commencing on the Effective Date (the “Term”) unless the Agreement
is terminated earlier in accordance with the provisions herein; provided that
such Term will be extended upon the same terms and conditions contained herein
and any additional terms and conditions upon expiration of the Term as mutually
agreed by both parties (an “Extended Term”) unless a written notice of
nonrenewal is given by either party at least ninety (90) days prior to the
expiration date of the Term or the Extended Term, as the case may
be.

    


    3.           Duties. The Employee
shall be appointed as Chief Financial Officer and, as such, the Employee shall
perform such duties and possess such authorities and privileges consistent with
such position and such duties and rights as may reasonably be assigned by and
subject to the direction of the Company’s Chief Executive Officer or any other
executive officer in similar capacities in writing from time to time during the
Term. The Company shall provide all necessary supports and convenience for the
performance of such duties of the Employee.  During the Term, the
Employee shall have no other employment or receive compensation for services
rendered to any other person other than the Company and any affiliated entities
without the consent of the Company.  Accordingly, the Employee agrees
to devote his full working time and best efforts in such capacities as set forth
herein to the business of the Company.  Notwithstanding the foregoing,
the Employee may engage in other activities, such as serving on the board of
directors or advisors of any entity and activities involving any professional,
charitable, educational, religious and similar types of entity provided that
such other activities do not materially interfere with or prohibit the
performance of the Employee’s duties under this Agreement, or conflict in any
material way or compete, directly or indirectly, with the business of the
Company or of its subsidiaries and affiliates.

    


    4.           Compensation. The
Employee’s compensation (the “Compensation”) shall consist of the
following:

     

    4.1               Annual Base Salary.
The Employee shall be paid an annual base salary equivalent to no less than RMB
600,000 per year, payable in equal monthly installments once every month, by the
Company or its designated subsidiaries or affiliates.  From time to
time during the Term (or the Extended Term, as the case may be), the Employee’s
base salary may be increased at the discretion of the Company, but shall in no
event be decreased from the amount of the base salary in effect at that time.
The Company shall review the Employee’s base salary at least on an annual
basis.

    


    4.2               Cash Bonus. In
addition to the Employee’s base salary, the Employee shall be eligible to
receive at the Company’s sole discretion, performance-based bonuses from time to
time in accordance with the Company’s bonus policy for executive
employees.

    


    4.3              Stock Award. The
Employee shall have the right to receive, in the form of a restricted stock
grant (the “Restricted Stock”), a) 8,000 shares of the Company’s common stock,
$0.0001 par value (the “Common Stock”), which shall vest immediately upon
execution of this Agreement, and b) an additional 90,000 shares of Common Stock,
which 90,000 shares shall vest in six (6) equal installments of 15,000 shares at
the beginning of each six-month period during the Term of this Agreement, with
the first installment of 15,000 shares vesting on March 1, 2010.  The
Restricted Stock shall be “restricted” and cannot be resold without their prior
registration or compliance with the terms of Rule 144 promulgated by the
Securities Act of 1933, as amended (the “Securities Act”) or an exemption from
the Securities Act.  The number of shares and/or kind of Restricted
Stock referenced in this section are subject to adjustments in the case of any
stock split, subdivision, reverse stock split, combination, recapitalization,
reclassification, reorganization, merger, consolidation, or similar
events.

    


    4.4              Stock Option Grant.
The Employee shall be eligible to be granted stock options (the “Stock Options”)
under the stock option plan or any other share incentive program of the Company
that is to be issued. The number of the Stock Options to be granted to the
Employee over the same vesting period shall be no less than those to be granted
to the Company’s Chief Executive Officer and/or any other such executive officer
in similar capacities with no less frequent vesting schedule than such other
executive officers.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    5.           Expenses.  The
Employee shall be reimbursed for all reasonable expenses for travel, lodging,
communication, entertainment and other expenses as incurred in connection with
the business of the Company in accordance with the Company’s business expense
policy in effect from time to time.  The Employee shall provide
receipts of such expenses.

     

    6.           Annual
Vacation.  The Employee shall be entitled to a paid annual
vacation of 10 business days in any given calendar year. The unused vacation
days may be carried forward to the following calendar year.

    


    7.            Other
Benefits.  During the Term, the Employee shall be afforded the
other welfare benefits, including, without limitation, health insurance and
retirement benefits, in accordance with the Company’s executive employee pension
or welfare benefit policies or plans and the applicable laws and
regulations.

    


    8.           Termination.
Notwithstanding Section 2 above, the Employee’s employment with the Company may
be terminable at any time during the Term or the Extended Term, as the case may
be (“Early Termination”) as follows:

    


    8.1              
By the Company, subject only to such notification requirements as are required
by this Section 8.1:

    


    
      	 
      	
              (i)

            	
              upon
      the Employee’s incapacitation by accident, sickness, or other circumstance
      which renders him mentally or physically incapable of performing the
      duties and services required of him hereunder, other than any such
      circumstance caused in performing the duties and services for the Company,
      for a period of at least 180 days during any 12-month
    period;

            


    

    


    
      	 
      	
              (ii)

            	
              for
      “Cause,” which for purposes of this Agreement shall mean the Employee has
      (a) engaged in gross negligence or willful misconduct that results in
      material harm to the Company, (b) repeatedly failed to perform his
      assigned duties after receiving written notification of such failure from
      the Company, (c) materially breached any material provision of this
      Agreement, (d) been convicted of a felony under the applicable laws
      (other than a traffic violation), (e) been declared by a court that
      the Employee is insane or incompetent to manage his business affairs, or
      (f) been habitual drug or alcohol abuse which materially impairs the
      Employee’s ability to perform his duties, in each case of which the
      Company shall be entitled to terminate the employment hereunder upon
      thirty (30) days’ prior written notice to the Employee, which notice shall
      state the reason for such termination;
or

            


    

    


    
      	 
      	
              (iii)

            	
              for
      any other reason, upon 90 days written notice to the Employee;
      and

            


    

    


    8.2              By
the Employee, subject only to such notification requirements as are required by
this Section 8.2:

    


    
      	 
      	
              (i)

            	
              for
      “Good Reason,” which for purposes of this Agreement shall mean (a) a
      material breach of any material provision of this Agreement by the
      Company, (b) a material  reduction in or adverse
      modification of the nature and scope of the Employee’s authority, duties
      and privileges while being employed (whether or not accompanied by a
      change in title), or (c) any reduction by the Company in the Employee’s
      Compensation as defined in Section 4 or the Company’s failure to pay to
      the Employee any portion of the Employee’s Compensation as defined in
      Section 4, but in each case only if such Good Reason has not been
      corrected or cured by the Company within 30 days after the Company has
      received a written notice from the Employee of Employee’s intent to
      terminate the Employee’s employment for Good Reason and specifying the
      basis for such termination, and the Employee’s termination shall become
      effective on the 31st day following the notice to the Company if the
      Company fails to remedy or cure the circumstances constituting Good Reason
      within such a 30-day period; or

            


    

    


    
      	 
      	
              (ii)

            	
              for
      any other reason, upon 90 days written notice to the
    Company.

            


    

    


    9.           Effect upon
Termination.

    


    9.1              Upon
the Early Termination of the Employee’s employment as defined in Section 8
above, the Employee shall be entitled to receive the following:

    


    (i)        In
the event, during the Term (or the Extended Term, as the case may be), the
Company terminates the Employee’s employment with the Company for any reason
other than Sections 8.1 (i) and 8.1 (ii), within thirty (30) days following such
Early Termination, the Employee shall receive from the Company (a) any accrued
and unpaid cash salary and bonus and any accrued and unvested Restricted Stock
and Stock Options for any prior year and on a pro rata basis for the year in
which such Termination occurs and (b) six (6) months, i.e., 50%, of the
Compensation (as defined in Section 4), including 50% of his then current annual
base salary, 50% of cash bonus equivalent to the average annual cash bonus
payments paid by the Company to the Employee in the preceding years while being
employed, and any non-vested Restricted Stock and Stock Options that otherwise
would have been vested during the six (6) months following the date of the Early
Termination.

    


    (ii)        In
the event, during the Term (or the Extended Term, as the case may be), the
Employee terminates the Employee’s employment with the Company pursuant to
Section 8.2 (i), within thirty (30) days upon such Early Termination, the
Employee shall receive from the Company (a) any accrued and unpaid cash salary
and bonus and any accrued and unvested Restricted Stock and Stock Options for
any prior year and on a pro rata basis for the year in which such early
Termination occurs as of the date of Early Termination, and (b) three (3)
months, i.e., 25%, of the Compensation (as defined in Section 4), including 25%
of his then current annual base salary, 25% of cash bonus equivalent to the
average annual cash bonus payments paid by the Company to the Employee in the
preceding years while being employed, any non-vested Restricted Stock and Stock
Options that otherwise would have been vested during the three (3) months
following the date of the Early Termination.

    


    
      
         

      

      
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    9.2              In
the event of Early Termination pursuant to Sections 8.1 (i), (ii) and 8.2 (ii),
within thirty (30) days following the date of such Early Termination, the
Company shall pay the Employee any accrued and unpaid cash salary and bonus and
any accrued and unvested Restricted Stock and Stock Options for any prior fiscal
year and on a pro rata basis for the year in which such Termination
occurs.

    


    9.3              All
Stock Options that are vested to the Employee shall remain exercisable until the
one-year anniversary following the termination or the expiration of the
Employee’s employment or their original maximum term without regard to any early
termination provisions.

    


    10.           Indemnification. The
Company shall indemnify, defend and hold the Employee harmless for all losses,
costs, expenses or liabilities based upon or related to acts, decisions or
omissions made by the Employee in good faith while performing services within
the scope of his employment for the Company.  The Company’s obligation
under this Section 10 shall survive any termination or expiration of the
Employee’s employment.

    


    11.           Confidential
Information. The Employee agrees that both during the Term and one year
thereafter to keep secret and confidential all information labeled confidential
or not generally known which is heretofore or hereafter acquired concerning the
business and affairs of the Company, including without limitation, information
regarding trade secrets, proprietary processes, confidential business plans,
market research data and financial data, and further agrees not to disclose any
such information to any person, firm, or corporation or use the same in any
manner other than in furtherance of the business or affairs of the Company or
unless such information shall become public knowledge by other
means.  The Employee agrees that such information is a valuable,
special, and unique asset of Company. Upon the termination of the Employee’s
employment with Company, the Employee shall immediately return to the Company
all documents, records, notebooks, and similar repositories of information
relating to confidential information of the Company and/or the development of
any inventions. The provisions of this Section 11 shall survive the termination
of this Agreement and the Employee’s employment for one year.

    


     12.           Notice. Any and all
notices or other communications of deliveries required or permitted to be
provided hereunder shall be deemed to have been duly given if in writing and
hand delivered or sent by certified or registered mail, return receipt
requested, to the appropriate address indicated below or to such other address
as may be given in a notice sent to all parties hereto:

    


    
      	 
      	
              (a)

            	
              If
      to the Company, to:

            
	 
      	
              Dongliang
      Chen

            


    

    
      	 
      	
              China
      Polypeptide Group, Inc,

            
	 
      	
              No.
      11 Jiangda Road

            


    

    
      	 
      	
              Jianghan
      Economical Development Zone

            
	 
      	
              Wuhan
      430023, PRC

            


    

    


    
      	 
      	
              (b)

            	
              If
      to the Employee by email or to the address or facsimile number that is on
      file with the Company from time to time, as may be updated by the
      Employee.

            


    

    


    13.           Entire Agreement.
Except as provided below, this Agreement contains the complete agreement and
understanding concerning the employment arrangement between the parties and
shall supersede all other agreements, understandings or commitments between the
parties as to such subject matter.

    


    14.           Parties Bound. The
terms, promises, covenants, and agreements contained in this Agreement shall
apply to, be binding upon, and inure to the benefit of the parties hereto and
their respective subsidiaries, affiliates, successors and assigns (whether
direct or indirect, by purchase, merger, consolidation or otherwise); provided,
however, that this Agreement may not be assigned by the Company or the Employee
without the prior written consent of the other party.

    


    15.           Modification; Waiver.
No provision of this Agreement may be modified, waived or discharged unless
modification, waiver or discharge is agreed to in writing signed by the Employee
and the Company. No waiver by either party at any time of any breach by the
other party of, or compliance with, any condition or provision of this Agreement
to be performed by such other party will be deemed a waiver of similar or
dissimilar provisions or conditions at the same or at any prior or subsequent
time.

    


    16.           Governing Law. The
validity of this Agreement and any of the terms or provisions as well as the
rights and duties of the parties hereunder shall be governed by the laws of Hong
Kong Special Administrative Region of PRC, without reference to any conflict of
law or choice of law principles thereof.

    


    
      
         

      

      
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    17.           Arbitration.

    


    17.1              Except
as provided in Section 17.2, any dispute, claim or controversy arising in
connection with this Agreement shall be settled by arbitration in Hong Kong in
accordance with Hong Kong International Arbitration Institute (except as
modified herein). Arbitration shall be the sole method of resolving disputes not
settled by mutual agreement. The determination of the arbitrators shall be
final, not subject to appeal, and binding on all parties and may be enforced by
appropriate judicial order of any court of competent jurisdiction.

    


    17.2              Notwithstanding
the foregoing, in the event of any claim or controversy arising in connection
with this Agreement for which the remedy is equitable or injunctive relief, the
aggrieved party shall be entitled to seek injunctive or other equitable relief
from any court of competent jurisdiction.

    


    18           Validity. The
invalidity or unenforceability of any provision or provisions of this Agreement
will not affect the validity or enforceability of any other provision of this
Agreement, which will remain in full force and effect.

    


    19.           Counterparts. This
Agreement may be executed in multiple original counterparts, each of which shall
be deemed an original and all of which together shall constitute but one and the
same document.

    


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

    


    
      	 
      	
              China
      Polypeptide Group, Inc.

            
	 
      	 
      	 
      
	 
      	 
      	
              /S/
      Dongliang Chen

            
	 
      	 
      	
              Dongliang
      Chen

            
	 
      	 
      	
              Chairman
      & Chief Executive Officer

            
	 
      	 
      	 
      
	 
      	
              Employee

            
	 
      	 
      	 
      
	 
      	 
      	
              /s/
      Richard Liu

            
	 
      	 
      	
              Richard
      Liu