Exhibit
10.9


 


EMPLOYMENT
AGREEMENT


 


This
Employment Agreement (“Agreement”) is entered into by and between American BriVision (Holding) Corp, a Nevada company
(“Employer”), and Chihliang An (“Employee”), to be effective on September 1, 2019 (the “Effective
Date”).


 


WHEREAS,
Employer is desirous of employing Employee pursuant to the terms and conditions and for the consideration set forth in this Agreement,
and Employee is desirous of entering the employ of Employer pursuant to such terms and conditions and for such consideration.


 


NOW,
THEREFORE, for and in consideration of the mutual promises, covenants, and obligations contained herein, Employer and Employee
agree as follows:


 


ARTICLE
1: EMPLOYMENT AND DUTIES 


 


		1.1	Employer
                                         agrees to employ Employee, and Employee agrees to be employed by Employer, beginning
                                         as of the Effective Date and continuing until August 31, 2022, and for additional consecutive
                                         one year periods thereafter (the “Term”) unless terminated as provided herein
                                         and subject to the other terms and conditions of this Agreement.



 


		1.2	Beginning
                                         Effective Date, Employee shall be employed as Chief Financial Officer. Employee agrees
                                         to serve in the assigned position and to perform diligently and to the best of Employee’s
                                         abilities the duties and services appertaining to such position as determined by Employer,
                                         as well as such additional or different duties and services appropriate to such position
                                         which Employee from time to time may be reasonably directed to perform by Employer. Employee
                                         shall at all times comply with and be subject to such policies and procedures as Employer
                                         may establish from time to time.



 


		1.3	Employee
                                         shall, on a need basis, during the period of Employee’s employment by Employer,
                                         devote Employee’s sufficient business time (at least 40 hours per week), energy,
                                         and best efforts to the business and affairs of Employer. The foregoing notwithstanding,
                                         the parties recognize and agree that Employee may engage in passive personal investments
                                         and other business activities, which do not conflict with the business and affairs of
                                         the Employer or interfere with Employee’s performance of his duties hereunder.



 


		1.4	Employee
                                         acknowledges and agrees that Employee owes a fiduciary duty of loyalty, fidelity and
                                         allegiance to act at all times in the best interests of the Employer and to do no act
                                         which would intentionally injure Employer’s business, its interests, or its reputation.
                                         Employee agrees that Employee shall not knowingly become involved in a conflict of interest
                                         with Employer, or its affiliates, or upon discovery thereof, allow such a conflict to
                                         continue, except as approved by a majority of members of Employer’s Board of Directors.



 


		1.5	Employee
                                         acknowledges and agrees that Employee is expressly prohibited from purchasing or selling
                                         securities of the Company based on any material non-public information obtained during
                                         the course of performing services to the Company. In addition, Employee is prohibited
                                         from informing, or “tipping,” any other person about such material information.



 



     


     


    

 


ARTICLE
2: COMPENSATION AND BENEFITS 


 




		2.1	Employee’s
                                         initial base salary (the “Salary”) shall be $200,000 per year which shall
                                         be paid in accordance with Employer’s standard payroll practice.



 


		2.2	From
                                         and after the Effective Date, Employer shall pay, or reimburse Employee, for all ordinary,
                                         reasonable and necessary expenses which Employee incurs in performing his duties under
                                         this Agreement including, but not limited to, travel, entertainment, education, professional
                                         dues and subscriptions, and all dues, fees and expenses associated with membership in
                                         various professional, business and civic associations and societies of which Employee’s
                                         participation is in the best interest of Employer.



 


		2.3	While
                                         employed by Employer, Employee shall be allowed to participate, on the same basis generally
                                         as other employees of Employer, in all general employee benefit and incentive plans and
                                         programs, including improvements or modifications of the same, which on the effective
                                         date or thereafter are made available by Employer to all or substantially all of Employer’s
                                         employees. Such benefits, plans, and programs may include, without limitation, medical,
                                         health, and dental care, life insurance, disability protection, qualified retirement
                                         and equity incentive plans. Except as specifically provided herein, nothing in this Agreement
                                         is to be construed or interpreted to provide greater rights, participation, coverage,
                                         or benefits under such benefit plans or programs than provided to employees pursuant
                                         to the terms and conditions of such benefit plans and programs.



 


		2.4	Employer
                                         may withhold from any compensation, benefits, or amount payable under this Agreement
                                         all federal, state, city, or other taxes as may be required pursuant to any law or governmental
                                         regulation or ruling.



 



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ARTICLE
3: TERMINATION


PRIOR
TO EXPIRATION OF TERM 


AND
EFFECTS OF SUCH TERMINATION


 





		3.1	Employee’s
                                         employment with Employer shall be terminated (i) upon the death of Employee, or (ii)
                                         upon Employee’s permanent disability (permanent disability being defined as Employee’s
                                         physical or mental incapacity to perform his usual duties as an employee with such condition
                                         to remain continuously and permanently for a period of 90 days).



 


		3.2	If
                                         Employee’s employment is terminated by reason of a “Voluntary Termination”
                                         (as hereinafter defined), the death of Employee, or by the Employer for “Cause”
                                         (as hereinafter defined), all future compensation to which Employee is otherwise entitled
                                         and all future benefits for which Employee is eligible shall cease and terminate as of
                                         the date of termination as provided in this Section. Employee, or his estate in the case
                                         of Employee’s death, shall be entitled to base salary through the date of such
                                         termination and shall be entitled to any individual bonuses or individual incentive compensation
                                         not yet paid but due under Employer’s plans but shall not be entitled to any other
                                         payments by or on behalf of Employer except for those which may be payable pursuant to
                                         the terms of Employer’s employee benefit plans (as hereinafter defined). For purposes
                                         of this Section 3.2, a “Voluntary Termination” of the employment relationship
                                         by Employee prior to expiration of the Term shall be a termination of employment in the
                                         sole discretion of and at the election of Employee, other than (i) a termination of Employee’s
                                         employment because of a material breach by Employer of any material provision of this
                                         Agreement which remains uncorrected for thirty (30) days following written notice of
                                         such breach by Employee to Employer or (ii) a termination of Employee’s employment
                                         within six (6) months of a material reduction in Employees’ rank or responsibility
                                         with Employer. For purposes of this Section 3.2, the term “Cause” shall mean
                                         any of (i) Employee’s gross negligence or willful misconduct in the performance
                                         of the duties and services required of Employee pursuant to this Agreement; (ii) Employee’s
                                         final conviction of a felony; or (iii) Employee’s material breach of any material
                                         provision of this Agreement which remains uncorrected for thirty (30) days following
                                         written notice to Employee by Employer of such breach.



 


		3.3	If
                                         Employee’s employment is terminated for any reason other than as described in Section
                                         s 3.1 or 3.2 above during the Term, Employer shall pay to Employee a severance benefit
                                         consisting of a single lump sum number of shares of common stock of the Company equal
                                         to one year Salary due to Employee valued at average trading price of past thirty days
                                         prior to the termination date. Such severance benefit shall be paid no later than sixty
                                         (60) days following Employee’s termination of employment. Employee shall not be
                                         under any duty or obligation to seek or accept other employment following a termination
                                         of employment pursuant to which severance benefit payments under this Section 3.3 are
                                         owing and the amounts due Employee pursuant to this Section 3.3 shall not be reduced
                                         or suspended if Employee accepts subsequent employment or earns any amounts as a self-employed
                                         individual. Employee’s rights under this Section 3.3 are Employee’s sole
                                         and exclusive rights against the Employer or its affiliates and the Employer’s
                                         sole and exclusive liability to Employee under this Agreement, in contract, tort or otherwise,
                                         for the termination of his employment relationship with Employer.



 



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ARTICLE
4: MISCELLANEOUS


 






		4.1	For
                                         purposes of this Agreement, (i) the terms “affiliates” or “affiliated”
                                         means an entity who directly, or indirectly through one or more intermediaries, controls,
                                         is controlled by, or is under common control with Employer or in which Employer has a
                                         50% or more equity interest, and (ii) any action or omission permitted to be taken or
                                         omitted by Employer hereunder shall only be taken or omitted by Employer upon the express
                                         authority of the Board of Directors of Employer or of any Committee of the Board to which
                                         authority over such matters may have been delegated.



 


		4.2	For
                                         purposes of this Agreement, notices and all other communications provided for herein
                                         shall be in writing and shall be deemed to have been duly given when received by or tendered
                                         to Employee or Employer, as applicable, by pre-paid courier or by United States registered
                                         or certified mail, return receipt requested, postage prepaid, addressed as follows: (i)
                                         If to Employer, to current corporate headquarters to the attention of the General Counsel
                                         of Company. (ii) If to Employee, to his last known personal residence.



 


		4.3	This
                                         Agreement shall be governed in all respects by the laws of the State of New York, excluding
                                         any conflict-of-law rule or principle that might refer to the laws of another State or
                                         country.



 


		4.4	No
                                         failure by either party hereto at any time to give notice of any breach by the other
                                         party of or to require compliance with, any condition or provision of this Agreement
                                         shall be deemed a waiver of similar or dissimilar provisions or conditions at the same
                                         or at any prior or subsequent time.



 


		4.5	It
                                         is a desire and intent of the parties that the terms, provisions, covenants, and remedies
                                         contained in this Agreement shall be enforceable to the fullest extent permitted by law.
                                         If any such term, provision, covenant, or remedy of this Agreement or the application
                                         thereof to any person, association, or entity or circumstances shall, to any extent,
                                         be construed to be invalid or unenforceable in whole or in part, then such term, provision,
                                         covenant, or remedy shall be construed in a manner so as to permit its enforceability
                                         under the applicable law to the fullest extent permitted by law. In any case, the remaining
                                         provisions of this Agreement or the application thereof to any person, association, or
                                         entity or circumstances other than those to which they have been held invalid or unenforceable,
                                         shall remain in full force and effect.



 


		4.6	This
                                         Agreement shall be binding upon and inure to the benefit of Employer and any other person,
                                         association, or entity which may hereafter acquire or succeed to all or substantially
                                         all of the business or assets of Employer by any means whether direct or indirect, by
                                         purchase, merger, consolidation, or otherwise. Employee’s rights and obligations
                                         under this Agreement are personal and such rights, benefits, and obligations of Employee
                                         shall not be voluntarily or involuntarily assigned, alienated, or transferred, whether
                                         by operation of law or otherwise, without the prior written consent of Employer, other
                                         than in the case of death or incompetence of Employee.



 


		4.7	This
                                         Agreement replaces and merges any previous agreements and discussions pertaining to the
                                         subject matter covered herein. This Agreement constitutes the entire agreement of the
                                         parties with regard to such subject matter, and contains all of the covenants, promises,
                                         representations, warranties, and agreements between the parties with respect such subject
                                         matter. Each party to this Agreement acknowledges that no representation, inducement,
                                         promise, or agreement, oral or written, has been made by either party with respect to
                                         such subject matter, which is not embodied herein, and that no agreement, statement,
                                         or promise relating to the employment of Employee by Employer that is not contained in
                                         this Agreement shall be valid or binding. Any modification of this Agreement will be
                                         effective only if it is in writing and signed by each party whose rights hereunder are
                                         affected thereby, provided that any such modification must be authorized or approved
                                         by the Board of Directors of Employer. 



 



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IN
WITNESS WHEREOF, Employer and Employee have duly executed this Agreement as of the Effective Date.


 


	American
    BriVision (Holding) Corp.	 
	 	 
	/s/
    Eugene Jiang	 
	Eugene
    Jiang	 
	Chairman	 
	 	 
	/s/
    Ming-Fong Wu	 
	Ming-Fong
    Wu	 
	Director
    	 
	 	 
	EMPLOYEE	 
	 	 
	/s/
    Chihliang An	 
	Chihliang
    An	 


 


 




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