EXHIBIT 10.7


 


SEMI-PHOTONICS


 


EMPLOYEE AGREEMENT


 


This
Employee Agreement (the “Agreement”) is entered into by and between Lanfang
(Lydia) Chin (“Employee”) and Semi-Photonics Co., Ltd., a company
organized under the laws of Republic of China (the “Company”), dated effective
as of November 17, 2008.


 


1.                       Duties; Title.  Employee’s job title and duties may change
from time to time on reasonable notice, based on the needs of the Company and
Employee’s skills, as determined by the Company.  Employee is required to devote Employee’s
full energies, efforts and abilities to the employment, unless the Company
expressly agrees otherwise.


 


2.                       Hours of Work.  Employee is expected to work the number of
hours required to get the job done. 
However, Employee is generally expected to be present during normal
working hours of the Company.


 


3.                       Adjustments and Changes in Employment Status.  Employee hereby acknowledges
that the Company reserves the right to make personnel decisions regarding
Employee’s employment, including but not limited to decisions regarding any
promotion, salary adjustment, transfer or disciplinary action, up to and
including termination, consistent with the needs of the business.


 


4.                       Proprietary Information Agreement.  If Employee has not already done so, Employee
will be required to sign and abide by the terms of the enclosed proprietary
information and inventions agreement, as attached hereto as Exhibit A
(the “Proprietary Information and Inventions Agreement”), and the
non-competition agreement as attached hereto as Exhibit B (the “Non-Competition
agreement”).


 


5.                       Conflict of Interest.  Employee is not permitted to engage in any
outside business activity, including consulting services, or outside employment
that competes with, or may have the appearance of competing with the interest
of the Company, including but not limited to being employed by, investing in,
or providing times, materials or other services to any entity that buys from,
sells or provide services to, or competes with the Company, or engaging in any
non-Company activity that utilizes any of the Company’s equipment, physical
plant, or confidential information.


 


6.                       Representation and Warranty of Employee.
Employee represents that Employee has delivered to the Company a copy of all
relevant agreements Employee had entered into with Employee’s prior employers
or any entity.  Employee represents and
warrants to the Company that the performance of Employee’s duties will not
violate any confidentiality or employment agreements with or trade secrets of
Employee’s prior employers or any entity.


 


7.                       Employee Benefits.  Employee will be eligible for paid time-off,
vacation and holidays and other benefits in accordance with the Company policy.


 


8.                       Entire Agreement.  This Agreement, and the Proprietary Information
and Inventions Agreement, and the Non-Competition Agreement entered between
Employee and the Company constitute the entire and exclusive contract between
the parties with respect to the subject matters herein, and supersede all prior
agreements, representations or promises of any kind, whether written, oral,
express or implied between the parties hereto with respect to the subject
matters herein.  This Agreement cannot be
changed unless in writing, signed by Employee and an authorized officer of the
Company.


 


9.                       Severability.  If any term of this Agreement is held to be
invalid, void or unenforceable, the remainder of this Agreement shall remain in
full force and effect and shall in no way be affected; and, the parties shall
use their best efforts to find an alternative way to achieve the same result.


 


10.                 Governing Law; Interpretation.  This Agreement shall be governed by the law
of Republic of China.  This Agreement is
made both in English and Chinese.  The
English version shall control in all interpretation, proceedings and
deliberation in the event of discrepancy between the English and Chinese
versions.


 


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11.                 Jurisdiction; Arbitration.  All disputes, controversies or differences
arising between the parties under or relating to this Agreement that cannot be
settled amicably shall be subject to binding reconciliation or arbitration
administered by Hsinchu Science Park Bureau labor agency.  In the event that the Hsinchu Science Park
Bureau agency is not in the position to come to a final resolution, the matters
shall be subject to the judgment of the Hsinchu District Court as the court of
first instance.  The language used in all
proceedings shall be in English.  The
parties shall split all expenses and costs, excluding attorneys’ fees,
associated with arbitration proceedings.


 


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


 


	
  SEMI-PHOTONICS CO., LTD.

  	
   

  	
   

  
	
   

  	
  [print name]

  	
  Lanfang (Lydia) Chin

  
	
  By : 

  	
  /s/ Chris Wang

  	
   

  	
  [signature]

  	
  /s/ Lanfang (Lydia) Chin

  
	
   

  	
   

  	
   

  
	
  Name : Chris Wang

  	
  Address:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Tel:

  	
   

  	
   

  
	
   

  	
  ID:

  	
   

  	
   

  
						



 


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EXHIBIT A


SEMI-PHOTONICS CO., LTD.


 


PROPRIETARY INFORMATION AND
INVENTIONS AGREEMENT


 


This Proprietary Information and Inventions
Agreement (this “Agreement”) is entered into between me, Lanfang (Lydia) Chin,
and Semi-Photonics Co., Ltd., a company
organized under the laws of Republic of China (Taiwan), and its affiliates
(collectively, the “Company”).  In consideration for the compensation
received by me for employment with the Company, and effective as of the date
that my employment commences, I agree as follows:


 


1.             Obligations
Hereunder Surviving Term and Termination of Employment.  I understand and acknowledge that neither
this Agreement nor any agreement entered into between the Company and me shall
constitute any agreement, guarantee or promise that my employment with the
Company is for any period of time.  My
obligations under this Agreement shall survive and continue after any
expiration or termination of my employment or this Agreement.


 


2.             Protection
of Confidential Information. 
During and after the term of my employment, I will regard and
preserve as confidential, and will not divulge to any unauthorized persons, or
use for any unauthorized purposes, any information, matter or thing of secret,
confidential or private nature connected with the products, services, research,
development or business of the Company (“Confidential Information”).  Confidential Information includes, by way of
example but not of limitation, such items as know-how, processes, formulae,
specifications, data, designs, schematics, pricing or cost information,
marketing plans, business plans, strategies, forecasts, projections, telephone
lists, personnel information, salary and compensation information, customer and
supplier information, research projects, plan for future development and any
other information of a similar nature or other information which is not known
to the public.  Confidential Information
also includes the Work Product (as defined in Section 3.1 below), as well
as confidential or proprietary information of a third party to whom Company
owes a duty of confidentiality or non-use.


 


3.             Disclosure
and Assignment to Company of Work Product.


 


3.1           Definition of Work Product.  “Work Product” means any and all ideas,
inventions, improvements, discoveries, know-how, techniques and works of
authorship and other information and materials relating to light emitting diodes
(“LED”) and LED-related products, and to the development, design, manufacture,
production, assembly, packaging, marketing, and distribution thereof by the
Company, whether or not registrable under applicable laws, that I may develop,
conceive, reduce to practice, learn or work on, either alone or jointly with
others, during the period of my employment by the Company.  Work Product shall also include, but shall
not be limited to, all trade secrets and other information relating to the
Company’s business activities and actual or anticipated research and
development.  I acknowledge and agree
that the Company and its assigns will be the exclusive owner of the Work
Product, and all patents, trademarks, copyrights, moral rights and other legal
protections in any and all countries (“IP Rights”) for the Work Product.


 


3.2           Protection of Rights in
Work Product.  I agree to,
and do hereby, assign to the Company any and all IP Rights in the Work
Product.  I further agree to assist the
Company in every proper way to perfect and preserve the Company’s ownership of
all IP Rights in the Work Product in any and all countries.  My obligation under this Section 3.2
shall continue beyond the termination of my employment.  In the event the Company is unable to secure
my signature, I hereby irrevocably designate and appoint the Company and
its duly authorized officers and agents as my agent and attorney in fact, to
act for and in my behalf to execute, verify and file any documents and perform
any act to further the purposes of this Section 3.2 with the same legal
force and effect as if executed by me.  I
hereby waive and quitclaim to the Company any and all claims, of any nature
whatsoever, which I now or may hereafter have for infringement of any IP Rights
assigned hereunder to the Company.


 


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4.             No
Conflicting Obligations.


 


4.1           No Conflict of Interest.  I acknowledge and agree that, during my
employment with the Company, I am not permitted to engage in any outside
business activity, including consulting services, outside employment,
investment in, and providing times or to any entity that buys from, sells or
provide services to, or competes with the Company.  I am also not permitted to engage in any
activity not relating to the Company’s business that utilizes the Company’s
equipment or Confidential Information.


 


4.2           No Breach of Other Obligations.  I represent that my performance of all the
terms of this Agreement and that my employment by the Company does not and will
not breach any agreement to keep in confidence proprietary information acquired
by me in confidence or in trust prior to my employment by the Company.  In particular, I will not disclose to
Company, or induce Company to use, any confidential information or material in violation
of the rights of my former employer or any third party.  I represent and warrant that I have returned
all property and confidential information belonging to all prior employers.  I have not entered into, and I agree I will
not enter into, any agreement (either written or oral) in conflict with this
Agreement.  If I leave the employ of the
Company, I consent to the notification of my new employer of my rights and
obligations under this Agreement.


 


5.             Dispute
Resolution Procedure.  I
agree that any dispute arising out of or related to the employment relationship
between me and the Company, including the termination of that relationship,
shall be resolved in accordance with the dispute resolution procedures as might
be set forth in an employment agreement between me and the Company.


 


6.             Miscellaneous
Clauses.  This Agreement,
together with my employment agreement with the Company, constitutes the entire
agreement, and supersedes all previous or contemporaneous agreements or
representations between the Company and me with regard to its subject
matter.  These Agreements cannot be
modified or waived unless in writing, signed by me and an authorized officer of
the Company (or his or her designee).  If
any term or provision of the Agreement is declared invalid, illegal or
unenforceable, all remaining provisions will continue in full force and
effect.  This Agreement is governed by
and construed in accordance with the laws of the
Republic of China, excluding that body of
law known as conflicts of law.  This Agreement
is made both in both English and Chinese.  The English version
shall control in all interpretation, proceedings and deliberation in the event of discrepancy between the English and Chinese versions.


 


I certify and acknowledge that I have carefully read
all of the provisions of this Agreement and that I understand and will fully
and faithfully comply with such provisions. 
I understand that notwithstanding the date of execution, this Agreement
is effective as of the date my employment relationship with the Company
commenced or will commence.


 


	
  Lanfang (Lydia) Chin

  	
   

  	
  SEMI-PHOTONICS CO., LTD.

  
	
  [Print name]

  	
   

  	
   

  
	
  /s/ Lanfang (Lydia) Chin

  	
   

  	
  By:

  	
  Chris Wang

  
	
  [Signature]

  	
   

  	
  Title:

  	
  VP

  
	
  Address:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ID:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


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EXHIBIT B


 


NON-COMPETITION
AGREEMENT


 


This
Non-Competition Agreement (the “Agreement”) is entered into effective as of
                    
(the “Effective Date”), by and between SEMI-PHOTONICS CO., LTD., a company organized under the laws
of Taiwan (R.O.C.), and its affiliates (collectively, the “Company”), and
Lanfang (Lydia) Chin (“Employee”).


 


RECITALS


 


A.            The Company is engaged in the
business of light emitting diodes (“LED”), LED packaging, lighting, and other
related products (such business, together with any other business of the
Company conducted, constituted or reasonably contemplated by the Company during
the Non-Competition Period, as defined below, being collectively referred to
herein as the “Business”).


 


B.            The parties acknowledge that the
relevant market for the Business is worldwide in scope and that there exists
intense worldwide competition for the products and services of the Business.


 


C.            Employee
is or has become a key employee of the Company and has detailed knowledge of
Company’s trade secrets and other intellectual property, and other confidential
and proprietary information.


 


NOW, THEREFORE, in
consideration of the premises, mutual covenants and agreements hereinafter set
forth, and other consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company and Employee hereby agree as follows:


 


ARTICLE 1.  NON-COMPETITION


 


1.1           Non-Competition.  Employee acknowledges and agrees with the
Company that Employee’s services to the Company are unique in nature and that
the Company would be irreparably damaged if Employee were to provide similar
services to any individual, corporation, company, partnership, joint venture or
any other entity (each or together, the “Person”) competing with the Company or
engaged in a similar business. 
Accordingly, Employee covenants and agrees with the Company that during
the period commencing from the Effective Date and ending twenty-four (24)
months after the date of termination of Employee’s employment with the Company
(the “Non-Competition Period”):  Employee
shall not, directly or indirectly, either for himself or herself or for any
Person, participate in any business (including, without limitation, any
division, group or franchise of a larger organization) in Taiwan, China,
Korea, Japan, Singapore, Malaysia, United States, Canada, Germany and
Netherland which engages or which proposes to engage in the promotion, design,
development, manufacture, sale, distribution or production of products or
technologies involving the Business.  For
purposes of this Agreement, the term “participate in” shall include, without
limitation, having any direct or indirect interest in any Person, whether as a
sole proprietor, owner, stockholder, partner, joint venturer, creditor or
otherwise, or rendering any direct or indirect service, advice or assistance to
any Person whether as a partner, director, officer, employee, agent,
representative, advisor, consultant or otherwise.


 


1.2           No Interference with
the Business; Non-Solicitation.  Employee agrees that during the
Non-Competition Period, at any time or for any reason, Employee shall not,
directly or indirectly:  (a) with
respect to the Business, solicit or divert any business or clients or customers
of the Company away from the Company; (b) induce customers, clients,
suppliers, agents or other Persons under contract or otherwise associated or
doing business with the Company, to reduce or alter any such association or
business with the Company; (c) induce or attempt to induce any Person in
the employment of the 


 


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Company to (i) terminate such employment, and/or (ii) accept
employment, or enter into any consulting arrangement, with any Person other
than the Company; or (d) hire, attempt to hire either for Employee’s or on
behalf of any other Person, directly or through another Person any person who
was an employee of the Company at any time during the Non-Competition Period.


 


ARTICLE 2.  REMEDIES; COMPENSATION FOR UNDERTAKINGS


 


2.1           Remedies.  The parties agree that (i) Employee is
obligated under this Agreement to fulfill obligations, comply with covenants
and provide services of a special, unique, unusual, extraordinary and
intellectual character, thereby giving this Agreement peculiar value so that
the loss of such fulfillment or any violation by Employee of this Agreement,
including but not limited to with respect to Article 1 of this Agreement,
will materially and irreparably harm the Company, that money damage will not
afford the Company an adequate remedy, and (ii) if Employee is in breach
or threatens breach of any provision of this Agreement, the Company shall be
entitled, in addition to all other rights and remedies as may be provided by
law or equity, to seek and obtain provisional relief from a court or a tribunal
requiring specific performance and injunctive and other equitable relief to
prevent or restrain a breach of any provision of this Agreement.  Each of the parties to this Agreement shall
be entitled to enforce such party’s rights under this Agreement specifically,
to recover damages and costs (including reasonable attorneys’ fees) caused by
any breach of any provision of this Agreement, and to exercise all other rights
existing in such party’s favor.


 


2.2           Compensation
for Undertakings.  As consideration
for the covenants described in this Agreement, the Company shall deliver to
Employee, at Employee’s last known address or bank account, for each
twelve-month period, commencing on the date of Employee’s termination, an
amount equal to one-half of Employee’s annual salary then existed.  The parties acknowledge that this payment
shall constitute sufficient consideration for the undertakings described in Article 1.  Notwithstanding the previous sentence, the
parties agree that if a court or a duly seated tribunal determines that
additional consideration would be required for the effectiveness and
enforceability of such undertakings, then the Company shall have the option, in
its sole discretion, of paying such additional consideration within a reasonable
time after such court or tribunal determination.


 


ARTICLE 3.  MISCELLANEOUS


 


3.1           Entire Agreement;
Conflict; Amendments and Waivers.  Employee and the Company are parties to the
Employee Agreement and Proprietary Information and Inventions Agreements, dated
                      
(the “Other Agreements”).  In the event
of any inconsistency or conflict between any of the Other Agreements and this
Agreement, the terms of this Agreement shall control.  This Agreement contains the entire agreement
of the parties with respect to the subject matter specifically provided hereof
as of the date hereof, and supersedes all prior agreements, written or oral,
with respect thereto.  This Agreement may
be amended or modified and the terms and conditions hereof may be waived only
by a written instrument signed by each of the parties or, in the case of
waiver, by the party waiving compliance. 
No delay on the part of either party in exercising any right, power or
privilege hereunder shall operate as a waiver thereof, nor shall any waiver on
the part of either party of any right, power or privilege hereunder, nor any
single or partial exercise of any right, power or privilege hereunder, preclude
any other or further exercise thereof or the exercise of any other right, power
or privilege hereunder.  The rights and
remedies provided herein are cumulative and are not exclusive of any rights or
remedies that either party may otherwise have at law, in equity, by contract or
otherwise.


 


3.2           Notices.  Any notice, request, instruction or other
document to be given hereunder by any party to the others shall be in writing
and shall be deemed to have been duly given on the next business 


 


6

















 


day after the notice is sent, if delivered personally or sent by telecopy
(with confirmed delivery) or overnight delivery by an internationally
recognized courier, to the address set forth on the signature page to this
Agreement, or to the last known address.


 


3.3           Governing Law; Translation.  This Agreement
shall be governed by and construed in accordance with the domestic laws of
Republic of China (Taiwan), without giving effect to any choice of law or
conflict of law provision or rule.  This
Agreement may be translated into any language; the English version shall
control in all respects.  Any versions of
this Agreement in any other language will be for accommodation only and will
not be binding upon either party.


 


3.4           Severability.  To the extent
any provision of this Agreement, including without limitation the provisions
set forth in Article 2 hereof, shall be determined to be unlawful or
otherwise unenforceable, in whole or in part, such determination shall not
affect the validity of the remainder of this Agreement, and this Agreement
shall be reformed by the court or arbitration to the extent necessary to carry
out its provisions to the greatest extent possible.  In the absence of such reformation, such part
of such provision shall be considered deleted from this Agreement and the
remainder of such provision and of this Agreement shall be unaffected and shall
continue in full force and effect.  In
furtherance and not in limitation of the foregoing, should the duration or
geographical extent of, or business activities covered by any provision of this
Agreement be in excess of that which is valid and enforceable under applicable
law, then such provision shall be construed to cover only that duration, extent
or activities which may validly and enforceably be covered.  To the extent any provision of this Agreement
shall be declared invalid or unenforceable for any reason by any Governmental
or Regulatory Authority in any jurisdiction, this Agreement (or provision
thereof) shall remain valid and enforceable in each other jurisdiction where it
applies.  Employee acknowledges the
uncertainty of the law in this respect and expressly stipulates that this
Agreement shall be given the construction which renders its provisions valid
and enforceable to the maximum extent possible under applicable law.


 


3.5           Successors and Assigns.  This Agreement
shall be binding upon and inure to the benefit of the parties hereto, the heirs
and legal representatives of Employee and the successors and assigns of the
Company.  Employee shall not be entitled
to assign his or her obligations hereunder. 
The Company may assign its rights under this Agreement to any Person in
connection with any merger, consolidation or other business combination
involving it or the sale of all or a substantial portion of its assets or the
assets of its business.


 


3.6           Several Agreements.  In addition to
this Agreement between the Company and the Employee, the Company has entered
into a similar agreement with other key employees of the Company.  It is expressly agreed that this Agreement
and the obligations of the parties hereunder are to be construed separately
from any similar agreements with the other key employees of the Company and a
breach of a similar agreement by any of the other key employees of the Company
shall not constitute a breach of this Agreement.


 


3.7           Review and Representation.  Employee
represents and warrants that Employee has carefully read this Agreement; that
Employee executes this Agreement with full knowledge of the contents of this
Agreement, the legal consequences thereof, and any and all rights which each
party may have with respect to one another; that Employee has had the
opportunity to seek independent legal advice with respect to the matters set
forth in this Agreement and with respect to the rights and asserted rights
arising out of such matters, and that Employee is entering into this Agreement
of Employee’s own free will.  Employee
expressly agrees that there are no expectations contrary to the Agreement and
no usage of trade or regular practice in the industry shall be used to modify
the Agreement.  The parties agree that
this Agreement shall not be construed for or against either party in any
interpretation thereof.


 


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


 


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SEMI-PHOTONICS CO., LTD.


 


	
   

  	
   

  	
  Lanfang (Lydia)
  Chin

  
	
   

  	
   

  	
  [print
  Employee’s name]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  [signature]

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
  Address:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Fax:

  	
   

  	
   

  	
  Fax:

  	
   

  
	
   

  	
   

  	
   

  	
  ID:

  	
   

  
						



 


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