Henry County Plywood Corporation: Exhibit 10.9 - Prepared by TNT
Filings Inc.




  


Exhibit 10.9





(English Translation)


EXECUTIVE EMPLOYMENT AGREEMENT


          This
Executive Employment Agreement (“Agreement”) is made effective as of Sept 01,
2007 (“Effective Date”), by and between Organic Region Group Ltd., a BVI
corporation (“Company”) and Ma Yong Qing (“Executive”).


          The parties
agree as follows:


          1.          Employment.
Company hereby employs
Executive, and Executive hereby accepts such employment, upon the terms and
conditions set forth herein.


          2.          Duties.


          2.1          Position.
Executive is employed as Chief
Financial Officer, and shall have the duties and responsibilities assigned by
Company’s Board of Directors as may be reasonably assigned from time to time.
Executive shall perform faithfully and diligently all duties assigned to
Executive. Company reserves the right to modify Executive’s position and duties
at any time in its sole and absolute discretion.


          2.2          Best
Efforts/Full-time. Executive will
expend Executive’s best efforts on behalf of Company, and will abide by all
policies and decisions made by Company, as well as all applicable laws,
regulations or ordinances. Executive will act in the best interest of Company
at all times. Executive shall devote Executive’s full business time and efforts
to the performance of Executive’s assigned duties for Company, unless Executive
notifies the Chief Executive Officer in advance of Executive’s intent to engage
in other paid work and receives the Chief Executive Officer’s express written
consent to do so.


          2.3          Work
Location. Executive’s principal place
of work shall be located in 6F No.947,Qiao Xing Road, Shi Qiao Town, Pan Yu
District, Guang Zhou, China, or such other location as the parties may agree
upon from time to time.


          3.          At-Will
Employment Relationship.
Executive’s employment with Company is at-will and not for any specified period
and may be terminated



 

at any time, with or without Cause, by either Executive or Company,
subject to section 7 below and its subparts. No representative of Company,
other than the Chief Executive Officer of the Board of Directors, has the
authority to alter the at-will employment relationship. Any change to the
at-will employment relationship must be by specific, written agreement signed
by Executive and Company’s Chief Executive Officer. Nothing in this Agreement
is intended to or should be construed to contradict, modify or alter this
at-will relationship.


          4.          Compensation.


          4.1          Base
Salary. As compensation for
Executive’s performance of Executive’s duties hereunder, Company shall pay to
Executive an initial Base Salary of RMB 240,000 per year, payable in accordance
with the normal payroll practices of Company, less required deductions for
withholding tax, social security and all other employment taxes and payroll
deductions.


          4.2          Incentive
Compensation. Executive will be
eligible to receive incentive compensation, the terms, amount and payment of
which shall be determined by Company in its sole and absolute discretion.


          4.3          Performance
and Salary Review. Company
will periodically review Executive’s performance on no less than an annual
basis. Adjustments to salary or other compensation, if any, will be made by the
Company in its sole and absolute discretion.


          5.          Customary
Fringe Benefits. Executive will
be eligible for all customary and usual fringe benefits generally available to
executives of Company subject to the terms and conditions of Company’s benefit
plan documents. Company reserves the right to change or eliminate the fringe
benefits on a prospective basis, at any time, effective upon notice to
Executive.


          6.          Business
Expenses. Executive will be
reimbursed for all reasonable, out-of-pocket business expenses incurred in the
performance of Executive’s duties on behalf of Company. To obtain
reimbursement, expenses must be submitted promptly with appropriate supporting
documentation in accordance with Company’s policies.


          7.          Termination
of Executive’s Employment.


          7.1          Termination
for Cause by Company. Although
Company anticipates a mutually rewarding employment relationship with
Executive, Company may terminate Executive’s employment immediately at any time
for Cause. For purposes of this Agreement, “Cause” is defined as: (a) acts
or



 

omissions constituting gross negligence, recklessness or willful
misconduct on the part of Executive with respect to Executive’s obligations or
otherwise relating to the business of Company; (b) Executive’s material
breach of this Agreement or Company’s Invention and Non-Disclosure and
Arbitration Agreement; (c) Executive’s conviction or entry of a plea of
nolo contendere for fraud, misappropriation or embezzlement, or any felony or
crime of moral turpitude or dishonesty; (d) Executive’s willful neglect of
duties as determined in the sole and exclusive discretion of the Board of
Directors; (e) Executive’s failure to perform the essential functions of
Executive’s position, with or without reasonable accommodation, due to a mental
or physical disability; (f) misconduct by Executive that materially
jeopardizes the Company’s right or ability to operate its business;
(g) Executive’s violation of any of the Company’s material policies or
procedures, including without limitation, Company’s Equal Employment
Opportunity and Anti-Harassment policies; or (h) Executive’s death. In the
event Executive’s employment is terminated in accordance with this subsection
7.1, all other Company obligations to Executive pursuant to this Agreement will
become automatically terminated and completely extinguished. Executive will not
be entitled to receive the Severance Payment described in subsection 7.1 below.



          7.2          Termination
Without Cause by Company/Severance.
Executive’s employment is at-will and Company can terminate the employment
relationship at any time without Cause. In the event of such termination
without cause, Executive will receive a “Severance Payment” equivalent to one
year of Executive’s Base Salary then in effect on the date of termination,
payable in accordance with Company’s regular payroll cycle, provided that
Executive: (a) complies with all surviving provisions of this Agreement as
specified in subsection 13.8 below; (b) executes a full general release
acceptable to Company, releasing all claims, known or unknown, that Executive
may have against Company arising out of or any way related to Executive’s
employment or termination of employment with Company; (c) agrees to
provide transition assistance to Company, without further compensation, for
3 months following the termination of the employment relationship; and
(d) agrees, without further compensation, to provide information and
assistance as may reasonably be required in connection with litigation in which
Company or Executive is a party. In addition to the Severance Payment, Company
shall pay for Executive’s COBRA coverage during payout period of the Severance
Payment. All other Company obligations to Executive will be automatically
terminated and completely extinguished.



 

          7.3          Voluntary
Resignation by Executive.
Executive may voluntarily resign Executive’s position with Company, at any time
on sixty (60) days’ advance written notice. In the event of Executive’s voluntary
resignation, Executive will be entitled to receive the Base Salary and employee
benefits for the 60-day notice period. At the conclusion of the 60-day period,
all other Company obligations to Executive pursuant to this Agreement will
become automatically terminated and completely extinguished. In addition,
Executive will not be entitled to receive the Severance Payment described in
subsection 7.2 above. Company reserves the right to relieve Executive of
Executive’s duties during the 60-day notice period in which case Executive will
continue to receive salary and benefits as if Executive were actively working.


          8.          No
Other Agreements.


          8.1          No
Prior Agreements Relating to Terms of Employment
and Severance. Executive and Company wish to replace and invalidate
any previously agreed upon terms of employment or severance obligations, and
set forth in this Agreement all of Company’s obligations to Executive concerning
the terms of Executive’s employment and severance. By signing this Agreement,
Executive agrees that any prior letters, memoranda, emails, or any other
agreements, whether written or verbal, relating to the terms of Executive’s
employment and Executive’s severance are invalid and superseded by this
Agreement.


          8.2          Inapplicability
to Option Grants. This
Agreement does not incorporate, supersede, or in any way affect stock option
grants between Company and Executive, which are governed by separate documents.


          9.0          No
Conflict of Interest. During the term
of Executive’s employment with Company and during any period Executive is
receiving payments from Company pursuant to this Agreement, Executive must not
engage in any work, paid or unpaid, that creates an actual or potential
conflict of interest with Company. Such work shall include, but is not limited
to, directly or indirectly competing with Company in any way, or acting as an
officer, director, employee, consultant, stockholder, volunteer, lender, or
agent of any business enterprise of the same nature as, or which is in direct
competition with, the business in which Company is now engaged or in which
Company becomes engaged during the term of Executive’s employment with Company,
as may be determined by the Board of Directors in its sole discretion. If the
Board of Directors believes such a conflict exists during the term of this
Agreement, the Board of Directors may ask Executive to choose to discontinue
the other work or resign employment with Company. If the Board of Directors
believes such a conflict exists during any period in which Executive is
receiving payments pursuant to this Agreement, the Board of 



 

Directors may ask Executive to choose to discontinue the other work or
forfeit the remaining severance payments. In addition, Executive agrees not to
refer any client or potential client of Company to competitors of Company,
without obtaining Company’s prior written consent, during the term of
Executive’s employment and during any period in which Executive is receiving
payments from Company pursuant to this Agreement.


          10.          Confidentiality
and Proprietary Rights.
Executive agrees to read, sign and abide by Company’s Invention and
Non-Disclosure and Arbitration Agreement, which is provided with this Agreement
and incorporated herein by reference. Executive further agrees that the terms
of this Agreement are confidential, and that such terms are not to be disclosed
to anyone, including other Company employees and Company executives, but
excluding the Company’s Chief Executive Officer, the Company’s Senior Vice
President, Human Resources, Chief Financial Officer, General Counsel, and any
member of the Company’s Audit or Compensation Committees.


          11.          Nonsolicitation.
Executive understands and
agrees that Company’s employees and customers and any information regarding
Company employees and/or customers is confidential and constitutes trade
secrets.


          11.1          Nonsolicitation
of Customers or Prospects.
Executive agrees that during the term of this Agreement and for a period of one
(1) year after the termination of this Agreement, Executive will not,
either directly or indirectly, separately or in association with others,
interfere with, impair, disrupt or damage Company’s relationship with any of
its customers or customer prospects by soliciting or encouraging others to
solicit any of them for the purpose of diverting or taking away business from
Company.


          11.2          Nonsolicitation
of Company’s Employees.
Executive agrees that during the term of this Agreement and for a period of one
(1) year after the termination of this Agreement, Executive will not,
either directly or indirectly, separately or in association with others,
interfere with, impair, disrupt or damage Company’s business by soliciting,
encouraging or attempting to hire any of Company’s employees or causing others
to solicit or encourage any of Company’s employees to discontinue their
employment with Company.


          12.          Injunctive
Relief. Executive acknowledges
that Executive’s breach of the covenants contained in sections 8-11
(collectively “Covenants”) would cause irreparable injury to Company and agrees
that in the event of any such breach, Company shall be entitled to seek
temporary, preliminary and permanent injunctive relief without the necessity of
proving actual damages or posting any bond or other security.



 

          13.          General
Provisions.


          13.1          Successors
and Assigns. The rights and
obligations of Company under this Agreement shall inure to the benefit of and
shall be binding upon the successors and assigns of Company. Executive shall
not be entitled to assign any of Executive’s rights or obligations under this
Agreement.


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


          13.3          Attorneys’
Fees. Each side will bear its
own attorneys’ fees in any dispute unless a statutory section at issue, if any,
authorizes the award of attorneys’ fees to the prevailing party.


          13.4          Severability.
In the event any provision
of this Agreement is found to be unenforceable by an arbitrator or court of
competent jurisdiction, such provision shall be deemed modified to the extent
necessary to allow enforceability of the provision as so limited, it being
intended that the parties shall receive the benefit contemplated herein to the
fullest extent permitted by law. If a deemed modification is not satisfactory
in the judgment of such arbitrator or court, the unenforceable provision shall
be deemed deleted, and the validity and enforceability of the remaining
provisions shall not be affected thereby.


          13.5          Interpretation;
Construction. The headings
set forth in this Agreement are for convenience only and shall not be used in
interpreting this Agreement. Executive acknowledges that Executive has had an
opportunity to review and revise the Agreement and have it reviewed by legal
counsel, if desired, and, therefore, the normal rule of construction to the
effect that any ambiguities are to be resolved against the drafting party shall
not be employed in the interpretation of this Agreement.


          13.6          Governing
Law. This Agreement will be
governed by and construed in accordance with the laws of Hong Kong SAR. Each
party consents to the jurisdiction and venue of the courts in Hong Kong, if
applicable, in any action, suit, or proceeding arising out of or relating to
this Agreement.


          13.7          Notices.
Any notice required or permitted
by this Agreement shall be in writing and shall be delivered as follows with
notice deemed given as indicated: (a) by personal delivery when delivered
personally; (b) by overnight courier upon written verification of receipt;
(c) by telecopy or



 

facsimile transmission upon acknowledgment of receipt of electronic
transmission; or (d) by certified or registered mail, return receipt
requested, upon verification of receipt. Notice shall be sent to the addresses
set forth below, or such other address as either party may specify in writing.


          13.8          Survival.
Sections 9 (“No Conflict of
Interest”), 10 (“Confidentiality and Proprietary Rights”), 11
(“Nonsolicitation”), 12 (“Injunctive Relief’), 13 (“General Provisions”) and 14
(“Entire Agreement”) of this Agreement shall survive Executive’s employment by
Company.


          14.          Entire
Agreement. This Agreement,
including the Invention and Non-Disclosure and Arbitration Agreement
incorporated herein by reference constitutes the entire agreement between the
parties relating to this subject matter and supersedes all prior or
simultaneous representations, discussions, negotiations, and agreements,
whether written or oral. No oral waiver, amendment or modification will be
effective under any circumstances whatsoever.


THE PARTIES TO THIS AGREEMENT HAVE READ THE FOREGOING AGREEMENT AND
FULLY UNDERSTAND EACH AND EVERY PROVISION CONTAINED HEREIN. WHEREFORE, THE
PARTIES HAVE EXECUTED THIS AGREEMENT ON THE DATES SHOWN BELOW.


              
           Ma Yong Qing


	
 

	
 

	
 


	
Dated: 09/01/2007

	
 

	
/s/ Ma Yong
 Qing


	
 

	
 

	 


	
 

	
 

	
6F
 No.947,Qiao Xing Road, Shi Qiao Town, Pan Yu District, Guang Zhou, China


	
 


	
Dated: 09/01/2007

	
By:

	
/s/ Fong Yiu
 Ming Anson 


	
 

	
 

	 


	
 

	
 

	
Fong Yiu
 Ming Anson/Chairman


	
 

	
 

	
6F
 No.947,Qiao Xing Road, Shi Qiao Town, Pan Yu District, Guang Zhou, China