Longhai Steel Inc.: Exhibit 10.9 - Filed by newsfilecorp.com





Exhibit 10.9


EMPLOYMENT AGREEMENT 


THIS EMPLOYMENT AGREEMENT (the
"Agreement") is made effective as of April 1, 2010, between ACTION INDUSTRIES,
INC. (to be known as LONGHAI STEEL INC.), a Nevada corporation (the "Company")
and DR. EBERHARD KORNOTZKI (the "Executive"). 

1. 


EMPLOYMENT 

The Company hereby agrees to employ the Executive,
and the Executive hereby agrees to be employed by the Company, on the terms and
conditions set forth herein. 

2. 


TERM 

The term ("Term") of this Agreement shall begin on
April 1, 2010 
and will terminate on March 31, 2012
unless sooner terminated as hereinafter provided. 

3. 


POSITION AND DUTIES 

3.1 

Position. The
Executive hereby agrees to serve as Chief Financial Officer of the Company. At
the Company's request, the Executive may, at the Executive's discretion, serve
the Company and/or its respective subsidiaries and affiliates in other offices
and capacities in addition to the foregoing, but shall not be required to do so.
In the event that the Executive, during the term of this Agreement, serves in
any one or more of the aforementioned capacities, the Executive's compensation
shall not be increased beyond that specified in Section 4 of this Agreement. In
addition, in the event the Company and the Executive mutually agree that the
Executive shall terminate the Executive's service in any one or more of the
aforementioned capacities, or the Executive's service in one or more of the
aforementioned capacities is terminated, the Executive's compensation, as
specified in Section 4 of this Agreement, shall not be diminished or reduced in
any manner. 

3.2 

Duties. The Company agrees that
the duties that may be assigned to the Executive shall be the usual and
customary duties of the Chief Financial Officer. 

3.3 

Devotion of
Time and Effort. Executive shall use Executive's good faith best efforts and
judgment in performing Executive's duties as required hereunder and to act in
the best interests of the Company. Executive shall devote such time, attention
and energies to the business of the Company as are reasonably necessary to
satisfy Executive's required responsibilities and duties hereunder. 

 

3.4 

Other
Activities. The Executive may engage in other activities for the Executive's own
account while employed hereunder, including without limitation charitable,
community and other business activities, provided that such other activities do
not materially interfere with the performance of the Executive's duties
hereunder. 

4. 


COMPENSATION AND RELATED
MATTERS 

4.1 

Salary. During
the Term, the Company shall pay the Executive a salary of Two Thousand Dollars
(US$2,000.00) per month (the "Base Salary"), 
provided, however,
if (i) 
the Company obtains its first financing
and (ii) the Company completes the listing of its Common Stock for trading on
NASDAQ, the Base Salary shall be increased to Four Thousand Dollars
(US$4,000.00) per month. The Executive's performance and salary shall be subject
to review at any time, and an increase in salary, if one is so determined by the
Board, shall be made, on a basis consistent with the standard practices of the
Company. 

4.2 

Stock Options.
Executive shall be granted a five year option to purchase up to 200,000 shares
of the Company's Common Stock on a cash exercise basis at an exercise price of
$6.00 per share. Subject to the provisions of Section 6, and for so long as
Executive is an employee of the Company, such options shall vest and
become exercisable as follows: 100,000 shares upon execution of
this Agreement; 50,000 shares upon the first anniversary of this Agreement and
50,000 shares as of March 31, 2012. 

 

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4.3 


Business Expenses. The Company shall promptly, in accordance with Company
policy, reimburse the Executive for all reasonable business expenses incurred in
accordance with and subject to the limits set forth in the Company's written
policies with respect to business expenses, upon presentation to the Company of
written receipts for such expenses. Notwithstanding the Company’s written
policies, with prior written approval by the Company, all international air
travel shall be the lesser of business class or first class and all lodging in
the US shall be in at least 4 star hotels. 

5. 


TERMINATION

5.1 


Cause. The Company may terminate the Executive for Cause at any time, upon
written notice to Executive. For purposes of this Agreement, "Cause" shall mean:


(a) The Executive's
conviction for commission of a felony or a crime involving moral turpitude;


(b) The Executive's
willful commission of any act of theft, embezzlement or misappropriation against
the Company; or 

(c) The Executive's
material failure to perform his duties hereunder. 

5.2


Termination Without Cause. The Company may terminate this Agreement without
Cause at any time, provided that the Company first delivers to the Executive the
Company's written election to terminate this Agreement at least thirty (30) days
prior to the effective date of termination. 

 6.


COMPENSATION UPON TERMINATION 

6.1 


Termination for Cause. In the event the Executive's employment shall be
terminated for Cause pursuant to Section 5.1 hereof, the Company shall pay the
Executive his salary through the date of termination and all stock options to
purchase the Company's stock granted to the Executive as of the date of
termination and which have not vested prior to the date of termination shall
cease vesting. 

6.2 


Termination without Cause, Termination by Mutual Agreement, Disability or Death.
In the event of a Termination without Cause pursuant to Section 5.2, by mutual
agreement of the parties hereto, or due to disability or death of Executive, the
Company shall pay the Executive through the date of termination, and all stock
options to purchase the Company's stock granted to the Executive as of the date
of termination and which have not vested prior to the date of termination shall
automatically become immediately exercisable by the Executive on the date of
termination and shall remain exercisable until the expiration of the option.


7. 


CONFIDENTIALITY AND NON-SOLICITATION COVENANTS 

7.1 


Non-Competition. The Executive agrees that during the Term of this Agreement
prior to any termination of his employment hereunder and for a period of two (2)
years following the date on which the Executive's employment hereunder is
terminated, he will not directly or indirectly, without the prior written
consent of the Company, manage, operate, join, control, participate in, or be
connected as a stockholder (other than as a holder of shares publicly traded on
a stock exchange or the NASDAQ National Market System), partner, or other equity
holder with, or as an officer, director or employee of, any other company whose
business strategy is competitive with that of the Company, as determined by a
majority of the Company's independent directors. 

7.2 


Confidentiality. The Executive hereby agrees that the Executive will not, during
the Term or at any time thereafter directly or indirectly disclose or make
available to any person, firm, corporation, association or other entity for any
reason or purpose whatsoever, any Confidential Information (as defined below).
The Executive agrees that, upon termination of his employment with the Company,
all Confidential Information in his possession that is in written or other
tangible form (together with all copies or duplicates thereof, including
computer files) shall be returned to the Company and shall not be retained by
the Executive or furnished to any third party, in any form except as provided
herein; provided, however, that the Executive shall not be obligated to treat as
confidential, or return to the Company copies of any Confidential Information
that (i) was publicly known at the time of disclosure to the Executive, (ii)
becomes publicly known or available thereafter other than by any means in
violation of this Agreement or any other duty owed to the Company by the
Executive, or (iii) is lawfully disclosed to the Executive by a third party. As
used in this Agreement the term "Confidential Information" means information
disclosed to the Executive or known by the Executive as a consequence of or
through his relationship with the Company, about the owners, employees, business
methods, public relations methods, organization, procedures, property
acquisition and development, or finances, including, without limitation,
information of or relating to the Company and its affiliates. 

 

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7.3 


Non-Solicitation. For a period of two (2) years following the date on which the
Executive's employment hereunder is terminated, the Executive shall not solicit
or induce any of the Company's employees, agents or independent contractors to
end their relationship with the Company, or recruit, hire or otherwise induce
any such person to perform services for the Executive, or any other person, firm
or company. 

7.4 


Return of Property. The Executive hereby acknowledges and agrees that all
Personal Property and equipment furnished to or prepared by the Executive in the
course of or incident to his employment, belongs to the Company and shall be
promptly returned to the Company upon termination of the Employment Period.
"Personal Property" includes, without limitation, all electronic devices of the
Company used by the Executive, including, without limitation, personal
computers, facsimile machines, cellular telephones, pagers and tape recorders
and all books, manuals, records, reports, notes, contracts, lists, blueprints,
maps and other documents, or materials, or copies thereof (including computer
files), and all other proprietary information relating to the business of the
Company. Following termination, the Executive will not retain any written or
other tangible material containing any proprietary information of the Company.


7.5 


Reasonableness of Restrictions. Each of sections 7.1, 7.2, and 7.3 set out above
is acknowledged by Executive to be reasonable in duration, extent and
application and is the minimum protection necessary for the Company in respect
of its goodwill, Confidential Information, trade connections and business. Each
of the covenants and obligations on Executive’s part set out in sections 7.1,
7.2, and 7.3 is deemed to be separate and severable and enforceable by the
Company accordingly. If any of the restrictions set out above are held to be
void but would be valid if part of the wording was deleted such restriction
shall apply with such deletion as may be necessary to make it valid and
effective. 

7.6 


The restrictions set forth in Sections 7.1, 7.2, and 7.3 hereof shall not apply
if the Executive's employment is terminated pursuant to Section 5.2 hereof or in
the event that any form of compensation due Executive pursuant to the provisions
of Section 4 is not provided as required when due. 

7.7 


In the event of a breach by Executive of this Section 7, any obligations for
payment by the Company otherwise due pursuant to Section 6 hereof shall be void.


8.



GENERAL PROVISIONS 

8.1 


Injunctive Relief and Enforcement. The Executive acknowledges that the remedies
at law for any breach by him of the provisions of Section 7 hereof may be
inadequate and that, therefore, in the event of breach by the Executive of the
terms of Section 7 hereof, the Company shall be entitled to institute legal
proceedings to enforce the specific performance of this Agreement by the
Executive and to enjoin the Executive from any further violation of Section 7
hereof and to exercise such remedies cumulatively or in conjunction with all
other rights and remedies provided by law and not otherwise limited by this
Agreement. 

 

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8.2     

Notice. For the
purposes of this Agreement, notices, demands and all other communications
provided for in this Agreement shall be in writing and shall be deemed to have
been duly given when addressed as follows and (i) when personally delivered,
(ii) when transmitted by telecopy, electronic or digital transmission with
receipt confirmed, (iii) one day after delivery to an overnight air courier
guaranteeing next day delivery, or (iv) upon receipt if sent by certified or
registered mail. In each case notice shall be sent to: 

If to Executive: 

Dr. Eberhard Kornotzki 

Suite 3-15-1603, New World Center 

Chongwen District 

Beijing 100062, PR China 

If to the Company: 

Action Industries, Inc. 

#1 Jingguang Rd., Neiqiu County 

Xingtai, Hebei Province, China 054200 

Attn: Wang Chaojun, CEO 

or to such other address as any party may have furnished to the other in
writing in accordance herewith, except that notices of change of address shall
be effective only upon receipt. 

8.3 

Severability.
The invalidity or unenforceability of any provision or provisions of this
Agreement shall not affect the validity or enforceability of any other provision
of this Agreement, which shall remain in full force and effect. In addition, in
the event any provision in this Agreement shall be determined by any court of
competent jurisdiction to be unenforceable by reason of extending for too great
a period of time or over too great a geographical area or by reason of being too
extensive in any other respect, each such agreement shall be interpreted to
extend over the maximum period of time for which it may be enforceable and to
the maximum extent in all other respects as to which it may be enforceable, and
enforced as so interpreted, all as determined by such court in such action. 

8.4 

Assignment. This Agreement may
not be assigned by the Executive, but may be assigned by the Company to any
successor to its business and will inure to the benefit and be binding upon any
such successor. 

8.5 

Counterparts. This Agreement
may be executed in several counterparts, each of which shall be deemed to be an
original but all of which together will constitute one and the same instrument.


8.6 

Headings. The headings
contained herein are for reference purposes only and shall not in any way affect
the meaning or interpretation of this Agreement. 

8.7 

Choice of Law;
Venue. This Agreement shall be construed, interpreted and enforced in accordance
with the laws of the State of Nevada without giving effect to the principles of
conflict of laws thereof. By execution and delivery of this Agreement, the
parties agree and accept that any legal action or proceeding brought with
respect to this Agreement shall be brought in the court of appropriate
jurisdiction in and for the County of Clark, State of Nevada, and the parties
expressly waive any objection to personal jurisdiction, venue or forum non
conveniens. 

8.12 

Entire
Agreement. This Agreement contains the entire agreement and understanding
between the Company and the Executive with respect to the employment of the
Executive by the Company as contemplated hereby, and no representations,
promises, agreements or understandings, written or oral, not herein contained
shall be of any force or effect. This Agreement shall not be changed unless in
writing and signed by both the Executive and the Board. 



8.13 

Amendments;
Waivers. This Agreement may be amended or modified, and any of the terms and
covenants may be waived, only by a written instrument executed by the parties
hereto, or, in the case of a waiver, by the party waiving compliance. Any waiver
by any party in any one or more instances of any term or covenant contained in
this Agreement shall neither be deemed to be nor construed as a further or
continuing waiver of any such term or covenant of this Agreement. 


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

"Company" 

ACTION INDUSTRIES, INC., a Nevade corporation 

By: /s/
Wang Chaojun                               


Wang Chaojun, Chief Executive Officer 

"Executive" 

/s/
Dr. Eberhard Kornotzki                      


Dr. Eberhard Kornotzki 




 

 

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