f8k010909ex10i_chinayida.htm


    EMPLOYMENT
AGREEMENT

    


    THIS
AGREEMENT made as of the
12th day of January 2009 (the “Effective Date”), between  China Yida Holding, Co.
(the “Company”) and George Wung
(the “Executive”).

    


    In
consideration of the mutual covenants contained herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

    
 

    
      
        	
                1.  

              	
                Employment

              


      

       

    

    The
Company shall employ the Executive, and the Executive accepts employment with
the Company, upon the terms and conditions set forth in this Agreement for the
period commencing on the Effective Date and ending on the fifth (5) anniversary
thereof  (the “Employment Period”).

    


    
      	
              2.  

            	
              Position
      and Duties

            


    

    


    During
the Employment Period, the Executive shall serve as the Chief Financial Officer
of the Company. The Executive shall report to the President and Chief Executive
Officer (the “CEO”) and shall devote her best efforts and her full business time
and attention (except for permitted vacation periods and reasonable periods of
illness or other incapacity) to the business and affairs of the Company. The
Executive shall perform her duties and responsibilities to the best of her
abilities in a diligent, trustworthy, businesslike and efficient manner and in
compliance with applicable Company policies.

    


    
      	
              3.  

            	
              Cash
      Compensation

            


    

    


    (a) For the
first, second and third year during the Employment Period, the Executive’s
annual base salary shall be $60,000 (in US dollars), respectively, (the “Base
Salary”). Salary shall be payable bi-weekly. The CEO periodically may review the
Executive’s Base Salary for potential upward adjustment.

    


    (b) In
addition to the Base Salary, the Executive shall be eligible to receive an
annual bonus at the end of each fiscal year during the Employment Period based
upon the Executive’s performance and the Company’s operating results during such
year.

    


    
      	
              4.  

            	
              Stock
      Option

            


    

     

        The Executive
shall receive certain stock options of the Company upon the Effective Date of
this Agreement, subject to terms and conditions, to be determined by the Board
of Directors (the “Board”), in its sole discretion.

    


             The
Executive shall be entitled to vest his stock option three years after the
commencement of his employment with the Company.

     

     

     

    
      
        
        

      

      
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              5.  

            	
              Benefits

            


    

    


    (a) During
the Employment Period, the Executive shall be entitled to all benefits generally
made available to the Company’s senior executives. During the Employment Period,
the Executive shall be reimbursed for medical and health insurance
premiums.

    


    (b) During
the Employment Period, the Executive shall be entitled to thirty (30) days of
paid vacation per year in addition to the US public holidays. Unused vacation
days may be carried over to the following year.

    


    (c) During
the Employment Period, the Executive shall be reimbursed for all reasonable
business expenses incurred in connection with the performance of her duties for
the Company.

    


    (d) The
Executive shall be reimbursed for expenses associated with H1B working visa
transfer and for payments made to her prior employer associated with the U.S.
permanent residency petition at the beginning of the employment with the
Company.

    


    
      	
              6.  

            	
              Termination

            


    

    


    The
Executive’s employment with the Company shall be terminated prior to the
expiration of the Employment Period upon the occurrence of any one or more of
the following events:

    


    (a) Immediately,
upon the Executive’s death.

    


    (b) At the
election of the Company, upon thirty (30) days’ prior written notice to the
Executive, during the continuance of the Executive’s Disability (defined as
permanent or long-term incapacity to perform the essential functions of the
Executive’s job, with or without reasonable accommodation, as determined by the
Board in its good faith judgment).

    


    © At the
election of the Company, upon thirty (30) day’s prior written notice to the
Executive, with or without Cause.

    


    In each
case, the “Termination Date” shall be the date as of which the Executive’s
employment terminates.

    


    
      	
              7.  

            	
              Nondisclosure
      and Nonuse of Confidential
Information

            


    

    


    (a) The
Executive will not disclose or use at any time, during the Employment Period and
for a period of twelve (12) months thereafter, any Confidential Information (as
defined below) of which the Executive is or becomes aware, whether or not such
information is developed by her, except to the extent that such disclosure or
use is directly related to and required by the Executive’s performance of duties
assigned to 

     

     

    
      
        
        

      

      
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      the
Executive by the Company. The Executive will take all appropriate steps to
safeguard Confidential Information and to protect it against disclosure, misuse,
espionage, loss and theft. The Executive shall deliver to the Company at the
termination of the Employment Period or at any time the Company may request all
memoranda, notes, plans, records, reports, computer tapes and software and other
documents and data (and copies thereof) relating to the Confidential
Information, work product or the business of the Company which she may then
possess or have under her control.

    

    


    (b) As used
in this Agreement, the term “Confidential Information” means information that is
not generally known to the public and that is used, developed or obtained by the
Company in connection with its business, including but not limited to (i)
information, observations and data obtained by the Executive while employed by
the Company concerning the business or affairs of the Company, (ii) products or
services, (iii) fees, costs and pricing structures, (iv) designs, (v) analyses,
(vi) drawings, photographs and reports, (vii) computer software, including
operating systems, applications and program listing, (viii) flow charts, manuals
and documentation, (ix) data bases, (x) accounting and business methods, (xi)
inventions, devices, new developments, methods and processes, whether patentable
or unpatentable and whether or not reduced to practice, (xii) customers and
clients and customer or client lists, (xiii) other copyrightable works, (xiv)
all production methods, processes, technology and trade secrets, and (xv) all
similar and related information in whatever form. Confidential information will
not include any information that has been published in a form generally
available to the public prior to the date the Executive proposes to disclose or
use such information. Confidential Information will not be deemed to have been
published merely because individual portions of the information have been
separately published, but only if all material features comprising such
information have been published in combination.

    


    
      	
              8.  

            	
              Non-Solicitation;
      Non-Competition

            


    

    


    (a) The
Executive acknowledges that in the course of her employment with the Company she
will become familiar with the Company’s Confidential Information and that her
services will be of special, unique and extraordinary value to the Company.
Therefore, the Executive agrees that, during the Employment Period and for a
period of twelve (12) months following the termination of this Agreement, the
Executive will not, without the prior written approval of the Company, on her
own behalf or in the service of or on behalf of others, solicit, divert, or
attempt to appropriate, to any competitor, any person or entity who is a
customer of the Company or an actively sought prospective customer of the
Company during the term of the Agreement.

    


    (b) During
the Employment Period and for a period of twelve (12) months thereafter, the
Executive shall not directly or indirectly through another entity (i) induce or
attempt to induce any employee of the Company to leave the employ of the
Company, or in any way interfere with the relationship between the Company, on
the one hand, and any employee thereof, on the other hand, (ii) hire any person
who was an employee of the Company at any time during the Employment Period
within one year of the termination of such person’s employment of the Company,
or (iii) induce or attempt to induce any 

     

     

    
      
        
        

      

      
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      customer,
supplier or other business relation of the Company to cease doing business with
the Company, or in any way interfere with the relationship between any such
customer, supplier or business relation, on the one hand, and the Company, on
the other hand.

    

    


    
      	
              9.  

            	
              Indemnification

            


    

    


    The
Company shall indemnify and hold the Executive to harmless to the full extent
permitted by the Nevada Revised Statutes, and other relevant statutes. In
addition, the Company may, for its own benefits, in its sole discretion,
maintain “key-man” life and disability insurance policies covering the
Executive.

    


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

    


    


    

      
        	 	China Yida Holding,
      Co.	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Minhua Chen	 
	 	 	Minhua
      Chen	 
	 	 	Chairman
      & CEO	 
	 	 	 	 


      

    

    


    
      
        	 	Executive	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ George Wung	 
	 	 	 George
      Wung	 
	 	 	 	 
	 	 	 	 


      

    

     

     

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