Exhibit 10.3


 


Form of Key Employee Agreement


 


Date:


 


Name:



Address:


 


Dear
Mr./Ms. [·]:


 


On
behalf of Lentuo International Inc., a limited liability company organized
under the laws of the Cayman Islands (the “Company”), I am pleased to
offer you the following appointment upon and subject to the following terms and
conditions:


 


1.                                      Position and Duties


 


Your
position will be [·].  In this role, you will report directly to [·].  Your
duties will be commensurate with your position.


 


Except
as may otherwise be approved in advance by the
Board of Directors, and except during vacation periods and reasonable
periods of absence due to sickness, personal injury or other disability, you
shall devote your full working time during the term of this letter of agreement
to the services required of you under this letter of agreement.  You shall render your services exclusively to
the Company during the term of
this letter of agreement, and you shall use your best efforts, judgment and
energy to improve and advance the business and interests of the Company in a manner consistent with the duties of your position.


 


Notwithstanding
any contrary provision herein, during the term of this letter of agreement, (i) you
shall not work, in an independent, dependent or other capacity, for another
company or entity directly or indirectly competing with the Company, and (ii) you
shall not establish, purchase or acquire a direct or indirect interest in any
other company or entity that directly or indirectly competes with the Company,
provided that nothing in this clause shall preclude you from holding up to one
percent (1%) of shares or other securities of any company or entity directly or
indirectly competing with the Company that is listed on any securities exchange
or recognized securities market anywhere.


 


2.                                      Employment Term


 


Your
employment with the Company shall commence on [date] (the “Commencement Date”).  This letter of agreement shall have an
initial term of [nine (9)] years, commencing on the Commencement Date, unless
terminated earlier pursuant to the terms of this letter of agreement.  On every expiration date (the first
expiration date being the fifth anniversary of the Commencement Date), this
letter of agreement automatically shall renew for an additional one (1) year
(the last day of each such one-year period also to be considered an expiration
date) unless either you or the Company provides written notice of non-renewal
to the other party at least three 


 


1

















 


(3) months
prior to the automatic renewal date.  The
period of your employment under this letter of agreement is referred to herein
as the “Employment Term.”


 


3.                                      Working Hours, Compensation
and Benefits


 


i.                                          Working Hours.


 


Normal work hours shall be eight (8) hours
each day not including meals and rest, five (5) days per week, Monday to
Friday.  The parties agree that your base
salary specified in 3ii below takes into consideration the work you may
undertake outside normal office hours and your working hours shall be the “flexible
work hours,” which can ensure the proper completion of your work assignments
hereunder.


 


ii.                                       Gross Base Salary.


 


Your
gross base salary shall be RMB [·] per calendar year (pro rated for any portion
thereof), subject to any change in your position.  Base salary shall be paid in accordance with
the Company’s standard payroll practices.


 


iii.                                    Equity Compensation.


 


The Company may grant to you, under the Company’s
2010 Equity Incentive Plan, an option to purchase certain amount of ordinary
shares of the Company.  The exercise
price for this option shall be the “fair market value” of the Company’s
ordinary shares on the date of grant. 
The option shall vest according to the Company’s Equity Incentive Plan
and grant agreements.


 


iv.                                   Other Benefits.


 


You
will be eligible to participate in, and receive benefits in accordance with the
terms and conditions of, the Company’s standard benefits programs, which
currently include vacation, health care and pension.  The Company’s benefits programs may be
changed by the Company in its sole discretion at any time.  You are responsible for paying all taxes that
arise as a result of your participation in any benefit program.


 


v.                                      Expenses.


 


The
Company will reimburse you for reasonable travel and other expenses incurred in
the performance of your duties, in accordance with the Company’s expense
reimbursement policies.


 


4.                                      Confidentiality/Intellectual Property Rights


 


You
shall not, at any time during the Employment Term or after the termination of
your employment with the Company for any reason whatsoever (without limit in
point of time), unless authorized to do so by the Company or a court of
competent jurisdiction or pursuant to applicable laws, divulge or communicate
to any person, use for your own purposes or for any purposes other than those
of the Company, or cause any unauthorized disclosure or publication of, any
trade secrets, know-how or financial, trading or other information (i) relating
to the business and affairs of the Company or any Affiliate (as defined below) of the Company or any of their (the Company’s
or any Affiliate’s) customers,
clients, suppliers or business associates, (ii) relating to 


 


2

















 


any
research, method, technique, process, design or invention which is carried out
or used by the Company, any Company Affiliate, or
any of their (the Company’s or any Affiliate’s)
customers, clients, suppliers or business associates, or (iii) in respect
of which the Company or any Affiliate of the
Company is bound by an obligation of confidence towards any third party (the “Confidential
Information”).  These restrictions shall
cease to apply to any information or knowledge that may (other than through any
unauthorized disclosure or default on your part) become available to the public
generally.  For purposes of this letter
of agreement, “Affiliate” of a specified Person means a Person who directly or
indirectly through one or more intermediaries, controls, is controlled by, or
is under common control with, the specified Person.  As used in the foregoing sentence, the term “control”
(including, with correlative meaning, the terms “controlling,” “controlled by”
and “under common control with”) means the possession, directly or indirectly,
of the power to direct or cause the direction of the management and policies of
such Person, whether through the ownership of voting securities, by contract or
otherwise, or such other relationship as, in fact, constitutes actual control.   “Person” means
any natural person, corporation, limited liability corporation, unincorporated
organization, partnership, association, joint stock company, joint venture,
trust or government, or any agency or political subdivision of any government,
or any other entity.


 


As
a condition to your employment with the Company, you further agree that all
intellectual property rights (including, without limitation, copyright, design
right, trademark, know-how and patent, whether, as applicable, registered or
unregistered, filed or not filed) subsisting in all drawings, plans,
specifications, designs and other documents, assignments and works prepared or
produced by you at any time in the course of your employment with the Company
shall be the absolute property of the Company, and you shall, as soon as
possible upon the Company’s request and at your own expense, execute such
documents or do such other acts and things as the Company may require to vest
such rights in full in the Company.  You
agree to notify the Company promptly of any potential intellectual property
created by you during the Employment Term.


 


In the event the Company incurs damages by your breach
of the above confidentiality/intellectual property obligations, you shall pay
default damages in an amount equal to twelve (12) times  your
average monthly compensation during the twelve (12) months immediately
preceding your actual termination of employment (or, for purposes of the
average monthly compensation calculation, the actual working months if your
employment with the Company has been less than twelve (12) months).  If the Company’s damages cannot be fully
recovered by the foregoing, the Company is entitled to institute a claim for
damage through civil litigation.


 


5.                                      Non-Competition


 


i.                                          Non-Competition


 


By
signing this letter of agreement, you agree that for a period of maximum two (2) years
immediately following the termination of your relationship with the Company
(the “Non-Compete Period”) for any reason, whether with or without good cause
or for any or no cause, at the option either of the Company or yourself, with
or without notice, to the greatest extent permitted by applicable law, you will
not, without the prior written consent of the Company, (i) serve as a
partner, employee, consultant, officer, director, manager, agent, associate,
investor, or otherwise for, (ii) directly or indirectly, own, purchase,
organize or take preparatory steps for the organization of, (iii) build,
design, finance, acquire, lease, operate, manage, invest in, work or consult
for or otherwise affiliate with, any business competitive with or similar to,
or reasonably expected to be 


 


3

















 


competitive
with or similar to, that engaged in, or reasonably expected to be engaged in,
by the Company or any Affiliate, including without limitation, providing research or product
development services to other companies. 
“Territory” shall mean the territory of the People’s Republic of China
(the “PRC”), including Hong Kong, Macau and Taiwan for the purpose of this
agreement.


 


By
signing this letter of agreement, you acknowledge that you will derive
significant value from the Company’s agreement to provide you with the
Confidential Information to enable you to optimize the performance of your
duties for the Company.  You further
acknowledge that your fulfillment of the obligations contained in this letter
of agreement, including, but not limited to, your obligation neither to
disclose nor to use the Confidential Information other than for the Company’s
exclusive benefit and your obligation not to compete contained in this
subsection (i) above, is necessary to protect the Confidential Information
of the Company and, consequently, to preserve the value and goodwill of the
Company.  You further acknowledge the
time, geographic and scope limitations of your obligations under this
subsection (i) above are reasonable, especially in light of the Company’s
desire to protect the Confidential Information, and that you will not be
precluded from gainful employment if you are obligated not to compete with the
Company during the period and within the Territory as described above.


 


The
covenants contained in this subsection (i) above shall be construed as a
series of separate covenants, one for each city, county, province, and state of
any geographic area in the Territory. 
Except for geographic coverage, each such separate covenant shall be
deemed identical in terms to the covenant contained in this subsection (i) above.  If, in any arbitration or litigation proceeding, the arbitration panel or court refuses to enforce any of such separate
covenants, then such unenforceable covenant shall be eliminated from this
letter of agreement to the extent necessary to permit the remaining separate
covenants (or portions thereof) to be enforced. 
In the event the provisions of this subsection (i) above are deemed
to exceed the time, geographic or scope limitations permitted by applicable
law, then such provisions shall be reformed to the maximum time, geographic or
scope limitations, as the case may be, then permitted by applicable law.


 


You
further agree that in the event that you leave the employ of the Company, you
hereby grant consent to notification by the Company to your new employer about
your rights and obligations under this letter of agreement.


 


ii.                                       Non-Solicit


 


You
agree that for a period of maximum seven (7) years immediately following
the termination of your relationship with the Company for any reason, whether
with or without cause or for any or no cause, you shall not either directly or
indirectly solicit, induce, hire or encourage any employees of the Company to
leave their employment, or take away such employees, or attempt to solicit,
induce, recruit, encourage, hire or take away employees of the Company or any
suppliers, customers or consultants of the Company, either for yourself or for
any other person or entity.


 


iii.                                    Non-Disparage


 


Following
the termination of your employment, you agree to refrain from any
disparagement, criticism, defamation, or slander of the Company, Company
Affiliates, 


 


4

















 


and
their (the Company’s and Affiliate’s) directors, officers, and employees.  The foregoing restriction will not apply to
any statements that are made truthfully in response to, or in connection with,
a compulsory legal process.


 


6.                                      Termination of
Employment


 


i.                                          Termination Without Cause.


 


General.  The Company shall have the right
to terminate your employment for any ground permitted under applicable
law.  If, prior to the expiration of this letter of agreement, your employment is terminated by the Company without Cause (as defined below),
then, subject to your signing and not revoking a general release of claims in a
form satisfactory to the Company (if permitted by applicable law), the Company shall pay you severance
pay that is equal to
your monthly salary times the number of full calendar years you have been
employed by the Company as of the date of termination (which number shall not
exceed twelve (12) in any case).  Other than payment of Base Salary as then in
effect through and including the date of termination and the severance
pay, you shall have no further right to receive any other compensation
after such termination of employment. 
For purposes of this subsection 6i and the severance pay hereunder, a
resignation for Good Reason shall constitute a termination by the Company
without Cause.


 


Date
of Termination.  The date of termination of employment without
Cause shall be the date specified in a written notice of termination to you
(which generally will be the date of the notice).


 


ii.                                       Termination for Cause; Resignation.


 


General.  If, prior to the expiration of
this letter of agreement, your employment is terminated by the Company for
Cause, or you resign from your employment hereunder, you
shall be entitled only to payment of your Base Salary as then in effect through
and including the date of termination or resignation and shall have no further
right to receive any other compensation after such termination or resignation
of employment.  For purposes of this
subsection 6ii, a conclusion of the Employment Term specified in section 2
shall constitute your resignation from employment if the Company proposes a
renewal of the Employment Term which you do not accept.


 


Date of Termination.  The date of termination for Cause shall be
the date specified in a written notice of termination to you.  In the event of your resignation, the date of
termination shall be (a) in the event of resignation without Good Reason,
the date specified in the written notice of resignation from you to the Company
which shall not be within ninety (90) days of the date of the written notice,
or if no date is specified therein, the
ninetieth (90th) day  after receipt by the Company of written notice of resignation from you,
and (b) in the event of resignation for Good Reason, the date of your
actual resignation after the required cure period as specified in subsection
6iv.


 


iii.                                    Cause.


 


For
purposes of this letter of agreement, termination for “Cause” shall mean
termination of your employment
because of:


 


5

















 


(a) any act or
omission that constitutes a breach by you of any of your obligations under this
letter of agreement;


 


(b) your criminal liability being pursued in
accordance with applicable law;


 


(c) any willful
violation or breach by you of any material corporate rule or policy of the
Company; or


 


(d) any intentional
misconduct, gross negligence, or act of dishonesty or fraud by you in
connection with the performance of your duties that causes significant losses
to the Company.


 


iv.                                   Good Reason.


 


For
purposes of this letter of agreement, “Good Reason” shall mean any of the
following:


 


(a) a failure by the Company to pay material compensation due and payable to
you in connection with your employment; or


 


(b) a material diminution of your authority, responsibilities or positions
from those set forth in
this letter of agreement other than in connection with a medical disability as
a result of which you are unable to substantially perform your duties for a
period of at least 30 consecutive days;


 


provided,
however, that no event or condition shall constitute Good Reason unless (1) you give the Company written notice of
your objection to such event or condition within ten (10) days of the
occurrence of such event or condition, (2) such event or condition is not
corrected by the Company within 20 days of its receipt of such notice and (3) you resign your employment with the
Company not more than ten (10) days following the expiration of the 20-day
period described in the foregoing clause (2).


 


v.                                      Return of Property.


 


All documents, designs, plans, information, data,
recordings, or other property, whether tangible or intangible, including all
information stored in electronic form, obtained or prepared by or for you, utilized
by you in the course of your employment, belonging or relating to the Company,
or its business, services, customers, clients, prospective clients and
suppliers, (including all copies) and all Confidential Information in your
possession or control including all or any copies of the same shall remain the
exclusive property of the Company and are to be returned on demand and by no
later than the termination of your employment.


 


7.                                      Miscellaneous


 


You shall provide the Company with certificates or
information regarding your ID, passport, working experience and working skills.  You shall warrant the authenticity of the
aforesaid certificates or information.  You
also warrant that currently you do not have any employment relationship with
any other companies or entities, that you are not subject to any non-compete
obligations on any other obligations that would interfere with your employment,
that you are not involved in any disputes with a previous employer, that you
have returned all property of your 


 


6

















 


previous employers, and that you will not use any
information from a prior employer in connection with your employment with the
Company.  Any false statement by you on
the aforesaid matters would constitute serious violation of the policies of the
Company, and the Company shall be entitled to terminate this letter of
agreement without any additional compensation to you.


 


You
agree to strictly comply with any and all of the provisions in this letter of
agreement and all other Company policies as amended from time to time at the
Company’s sole discretion.


 


Any
dispute, difference, controversy, or claim of any kind whatsoever that arises
or occurs between the parties in relation to any thing or matter arising under,
out of, or in connection with this letter of agreement shall first be resolved
by the parties through consultation.  In
case any dispute fails to be resolved through consultation within thirty (30)
days as of either party’s delivery to the other of a written notice for
consultation, either party hereto may, within sixty (60) days following the
occurrence of such dispute, submit such dispute to the Beijing Municipal Labor
Dispute Arbitration Committee (the “Committee”) for arbitration.  Should either party hereto refuse to accept
an arbitral award by the Committee, such party may submit such dispute to any
competent court within fifteen (15) days after the receipt of such an award, to
which all such courts’ jurisdiction the parties hereby submit.


 


This
letter of agreement shall be governed by and construed in accordance with the
law of the Hong Kong Special Administrative Region, the People’s Republic of
China.


 


This
letter of agreement and all other documents referred to in this letter of
agreement shall supersede all prior agreements and other documents of a similar
nature addressing your employment with the Company.


 


(Signature Page Follows)


 


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Please
sign on the duplicate copy of this letter to confirm your acceptance of our
offer and return it to us as soon as possible. 
Upon the signing of this letter by you and us, this letter will be
binding on both you and us.


 


 


Yours
sincerely,


 


 


	
   

  	
   

  
	
  [·]

  	
   

  
	
  Chairman

  	
   

  
	
  Lentuo
  International Inc.

  	
   

  
	
  [Address]

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Date:
  [·]

  	
   

  



 


 


I
accept the Company’s offer of employment, and acknowledge and agree to the
above terms and conditions.


 


 


	
   

  	
   

  
	
  [Name
  of Employee]

  	
   

  
	
  [Address]

  	
   

  
	
  Date:
  [·]

  	
   

  



 


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