EXHIBIT 10.6


 


SEMI-PHOTONICS


 


EMPLOYEE AGREEMENT


 


This
Employee Agreement (the “Agreement”) is entered into by and between Jack Yeh (“Employee”)
and Semi-Photonics Co., Ltd., a
company organized under the laws of Republic of China (the “Company”), dated effective
as of August 2, 2005.


 


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”)


 


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 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  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.


 


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]

  	
  Jack Yeh

  
	
   

  	
  ROC ID No.

  	
   

  
	
   

  	
   

  	
   

  
	
  By :

  	
  /s/
  Chuong Tran

  	
   

  	
  [signature]

  	
  /s/
  Jack Yeh

  
	
   

  	
   

  	
   

  
	
  Name
  : Chuong Tran

  	
  Address:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Tel:

  	
   

  
					



 

















 


EXHIBIT A


SEMI-PHOTONICS CO., LTD.


 


PROPRIETARY
INFORMATION AND INVENTIONS AGREEMENT


 


This Proprietary Information
and Inventions Agreement (this “Agreement”) is entered into between me, Jack
Yeh, and the Company (as defined below), dated
effective August 2, 2005. “Company” shall collectively mean SemiLEDs
Technologies, Inc. (fka SemiLEDs, Inc.), a Delaware corporation,
SemiLEDs Corporation, a Delaware corporation (“Parent”), and Semi-Photonics Co., Ltd.,
a company being formed under the laws of Republic of China and is a wholly-owned
subsidiary of Parent.  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.  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.


 

















 


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.


 


	
  Jack
  Yeh

  	
   

  	
  SEMI-PHOTONICS CO., LTD.

  
	
  [Print name]

  	
   

  	
   

  	
   

  
	
  /s/
  Jack Yeh

  	
   

  	
  By:

  	
  /s/ Chuong Tran

  
	
   

  	
   

  	
   

  	
   

  
	
  [Signature]

  	
   

  	
  Title:

  	
  President

  
	
  Address: