China Biologic Products, Inc.: Exhibit 10.1 - Filed by newsfilecorp.com






Exhibit 10.1



 

THIS EMPLOYMENT AGREEMENT (“Agreement”)
is made as of December 1, 2010, and is by and between China Biologic Products,
Inc., a Delaware corporation, with executive offices at No. 14 East Hushan Road,
Tai’an City, Shandong, People’s Republic of China 271000 (hereinafter referred
to as the “Company”), and Mr. Stanley Lau (hereinafter referred to as the
“Executive).”


BACKGROUND 

The Board of Directors of the Company
(the “Board”) desires to appoint the Executive as its President, to perform the
duties of such persons as determined by the Board and Mr. Lau desires to be so
appointed for such position and to perform the duties required of such positions
in accordance with the terms and conditions of this Agreement.

AGREEMENT 

In consideration for the above recited
promises and the mutual promises contained herein, the adequacy and sufficiency
of which are hereby acknowledged, the Company and the Executive hereby agree as
follows:

	(1) 	
      APPOINTMENT

	 	 	 	 
		
      The Company shall employ the Executive and the Executive
      shall serve the Company as the President and Chief Operating Officer of
      the Company.

	 	 	 	 
	(2) 	
      DURATION

	 	 	 	 
		
      The employment of the Executive hereunder shall commence
      on December 1, 2010 (the “Commencement Date”) and shall continue
      thereafter until the Executive’s removal or resignation. in accordance
      with the provisions of this Agreement.

	 	 	 	 
	(3) 	
      DUTIES

	 	 	 	 
		(a) 	
      The Executive shall:

	 	 	 	 
			(i) 	
      serve as a the President of the Company and shall
      discharge and perform all his duties as such and discharge and perform
      such other duties as the Company may from time to time assign to
    him;

	 	 	 	 
			(ii) 	
      devote himself and his attention to the business of the
      Company as shall reasonably required for the due discharge and performance
      of his duties hereunder;








			(iii)	in all respects observe and comply with all relevant laws,
      regulations, rules, code of conducts, guidelines, procedures,
      restrictions, directions for the time being in force applicable to and
      governing the regulated activities of the Company and all such
      regulations, rules, code of conducts, guidelines, procedures,
      restrictions, directions from time to time imposed by the Company relating
      to or in respect of the Company’s business and/or the Executive’s duties
      hereunder; and
	 	 	 	 
			(iv) 	
      use all reasonable endeavors to promote the best
      interests of the Company and its business.

	 	 	 	 
		(b) 	
      The Executive shall attend at the office of the Company
      or at such other places as his duties or as the Company may require and
      shall not absent himself during the normal working hours except in the
      case of illness or incapacity.

	 	 	 	 
	(4) 	
      REMUNERATION AND TAX

	 	 	 	 
		(a) 	
      During the continuance in force of his employment
      hereunder, the Company will pay the Executive an annual compensation of
      RMB 1,300,000 (approximately $192,010), with a monthly salary of RMB
      100,000 and annual cash bonus of one month extra salary (the “Cash
      Bonus”). The salary will be paid in monthly installments in arrears,
      before the fifteenth day of the following month, subject to such necessary
      adjustment if the Executive has not worked for a complete month for any
      particular month. The Cash Bonus will be paid in conjunction with the
      Executive’s salary in the last calendar month, subject to such necessary
      adjustment (prorated for actual months worked) if the Executive has not
      worked for a complete calendar year.

	 	 	 	 
		(b) 	
      The executive will be eligible to receive an option to
      purchase 25,000 shares of the Company’s common stock under the Company’s
      2008 Equity Incentive Plan (the “Plan”), on the two-month anniversary
      following the Commencement Date, at an exercise price equal to the fair
      market value of the Company’s common stock on the date of the grant (the
      “Option”). The Option will be evidenced by an Option Agreement as
      contemplated by the Plan, which will govern the Option, notwithstanding
      any other provision in this Agreement. If granted, the Option will vest on
      a quarterly basis over twelve months, with the first portion vesting on
      February 1, 2011.

	 	 	 	 
		(c) 	
      The Executive will be reviewed by the Board, not less
      than annually, and in connection with such review, will be eligible for
      the following performance bonus on December 31st of each year,
      based on defined targets determined by the Board:

	 	 	 	 
			(i) In each of the 5 years following the date of
      this Agreement,the Executive will be eligible to receive an option to
      purchase 50,000 shares of the Company’s common stock, at an exercise price
      equal to the fair market value of the Company’s common stock on the date
      of the grant under the Plan, If granted, the Option will vest on a
      quarterly basis over twelve months, with the first portion vesting on
      March 31, 2011); and
	 	 	 	 
			(ii) In each of the 5 years following the date of
      this Agreement, the Executive will also be eligible to receive as a
      performance bonus, 10,000 restricted shares of the Company’s common stock
      under the Plan (the “RSA”), to be evidenced by a Restricted Stock Award
      Agreement as contemplated by the Plan, which will govern the RSA,
      notwithstanding any other provision in this Agreement. If granted, the RSA
      will vest in equal portions on a quarterly basis, with the first portion vesting on March
      31st of the year immediately following the year that such bonus
      is granted.


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		(d) 	
      The Executive shall be responsible for his own salary
      and/or income tax liabilities wherever and whenever imposed upon or
      resulting from his employment and in respect of all his income
      hereunder.

	 	 	 
	(5) 	
      EMPLOYEE BENEFITS

	 	 	 
		(a) 	
      The Company agrees to bear the cost of two monthly round
      trip air tickets between Shanghai and the Company’s executive offices;
      should the trip last more than 2 hours, Mr. Lau will be eligible for
      taking business or first class, provided, however, that such trips shall
      be taken at such times and intervals as may be agreed by the Company
      having regard to the workload of the Mr. Lau and needs of the
    Company.

	 	 	 
		(b) 	
      The Executive will be covered under the Company’s
      Directors and Officers Insurance Policy, subject to the terms and
      conditions governing such policy, and any other policy offered in the
      future to executives of the Company.

	 	 	 
		(c) 	
      The Company agrees to purchase and place at the
      Executive’s disposal, an automobile valued at approximately RMB 200,000,
      for the Executive’s use in connection with his performance of his duties
      hereunder, and shall reimburse all reasonable business-related expenses
      incurred in connection with the operation of such automobile, upon the
      production of such receipts and vouchers as the Company may require from
      time to time.

	 	 	 
	(6) 	
      ANNUAL LEAVE

	 	 	 
		(a) 	
      The Executive shall follow the Company’s policy in taking
      eligible paid leave per annum in addition to the normal statutory
      holidays. Leave is to be taken at such times and intervals as may be
      agreed by the Company having regard to the workload of the Executive and
      needs of the Company.

	 	 	 
		(b) 	
      Accumulation of leave is permitted and leave not taken in
      any year shall be carry-forward to the next year.

	 	 	 
	(7) 	
      BUSINESS EXPENSES

	 	 	 
		
      The Company will reimburse the Executive all
      out-of-pocket expenses necessarily incurred by the Executive in the
      discharge and performance of his duties hereunder upon production of such
      appropriate receipts or vouchers as the Company may reasonably require
      from time to time.

	 	 	 
	(8) 	
      NON-DISCLOSURE

	 	 	 
		(a) 	
      The Executive shall not either during the continuance of
      his employment hereunder or thereafter except in the proper course in
      discharge and performance of his duties hereunder divulge to any person
      whosoever or company whatsoever and shall use his best endeavors to
      prevent the unauthorized publication or disclosure of any information
      concerning the business or finances of the Company or any of its clients
      or customers or any of the organizations, dealings, transactions,
      operations, practice or affairs of the Company or any of its clients or
      customers which may come to his knowledge during or in the course of his
      employment hereunder.



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		(b) 	
      The Executive hereby acknowledged that, the computer
      systems and any other assets of the Company or any other member of the
      Company is the exclusive property of the Company (including without limit,
      the software and all information stored therein). All the Executive’s work
      products as well as data, information and documentation in such computer
      systems, including but without limit, intellectual property rights, shall
      remain the sole and exclusive property of the Company and disclosure,
      retention or destruction of such any of such products, data, information
      or documentation is hereby prohibited.

	 	 	 
	(9) 	
      RESTRICTION AFTER TERMINATION

	 	 	 
		(a) 	
      Upon the termination of his employment hereunder for any
      cause or by any means whatsoever, the Executive shall not for a period of
      45 days next thereafter, directly or indirectly, (i) canvass or solicit by
      any means whatsoever for himself or any other person, firm or company, any
      person or company who shall at any time during the continuance of his
      employment hereunder have been a client or customer of the Company or any
      other member of the Company or endeavor to take away such client or
      customer from the Company or any of its Subsidiaries or Affiliates, or
      (ii) solicit or encourage any employee of the Company or any of its
      Subsidiaries or Affiliates to leave the employ of the Company or such
      other member of the Group.

	 	 	 
		(b) 	
      After the termination of his employment hereunder for any
      cause or by any means whatsoever, the Executive shall not at any time or
      for any purpose use the name of the Company or any other member of the
      Company in connection with his own or any other name in any way calculated
      to suggest that he is or has been connected with the business of the
      Company or any of its Subsidiaries or Affiliates nor in any way hold
      himself out as having or having had any such connection and shall not use
      any information concerning the Company or any of its Subsidiaries or
      Affiliates which he may have acquired in the course of or as incident to
      his employment hereunder for his own benefit or to the detriment or
      intended or probable detriment to the Company or any of its Subsidiaries
      or Affiliates.

	 	 	 
		
      For purposes of this Agreement, “Subsidiary” shall mean
      any person or entity as to which the Company, directly or indirectly, owns
      or has the power to vote, or to exercise a controlling influence with
      respect to, fifty percent (50%) or more of the securities of any class of
      such person, the holders of which class are entitled to vote for the
      election of directors (or persons performing similar functions) of such
      person; and “Affiliate” shall mean any person that, directly or
      indirectly, controls or is controlled by, or is under common control with
      the Company

	 	 	 
	(10) 	
      NON-COMPETITION

	 	 	 
		
      During the course of the Executive’s employment
      hereunder. the Executive shall not without the prior approval of the
      Company engage or be concerned or interested directly or indirectly as
      principal, agent, employee or otherwise (except in his capacity employed
      hereunder) in the similar business or activities being carry on by the
      Company or be personally employed or engaged with or without any
      consideration in any capacity whatsoever in or in connection with any
      business whatsoever other than the business of the Company.

	 	 	 
	(11) 	
      TERMINATION

	 	 	 
		
      The employment of the Executive hereunder may be
      terminated at any time:



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	 	(a) 	
      by either party hereto giving to the other not less than
      30 days’ prior notice in writing to that effect or paying to the other a
      sum equal to not less than 30 days’ salary in lieu of such notice;
    or

	 	 	 
	 	(b) 	
      by the Executive without any prior notice or payment in
      lieu thereof.



If the Executive is also appointed as a
director of the Company, upon the termination of his employment hereunder, he
shall at the time of such termination automatically cease to be the director of
the Company without any claim, compensation or payment of any nature whatsoever
by reason thereof. 

	(12) 	
      SEVERABILITY

	 	 
		
      If at any time any provision of this Agreement or any
      part of such provision becomes invalid, illegal, unenforceable or
      incapable of performance in any respect, the validity, legality,
      enforceability or performance of the remaining provisions hereof or such
      remaining part of such provision (as the case may be) shall not thereby in
      any way be affected or impaired.

	 	 
	(13) 	
      ENTIRE AGREEMENT

	 	 
		
      This Agreement constitutes the entire agreement and
      understanding between the parties hereto in connection with the subject
      matter of this Agreement and supersedes all previous (if any) proposals,
      representations, warranties, undertakings or agreements relating thereto
      whether oral, written or otherwise and neither party hereto has relied on
      (if any) such proposals, representations, warranties, undertakings or
      agreements in entering into this Agreement.

	 	 
	(14) 	
      GOVERNING LAW

	 	 
		
      This Agreement shall be interpreted and enforced in
      accordance with the laws of the State of Delaware, without reference to
      its conflict of law principals. To the extent permitted by applicable law,
      the parties hereby waive any provisions of law which render any provision
      of this Agreement unenforceable in any respect.



[Signature Page Follows] 

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IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and signed as of the day and year first above
written.

CHINA BIOLOGIC PRODUCTS, INC.


By: /s/ Chao Ming Zhao
Chao
Ming Zhao
Chairman and Chief Executive Officer


EXECUTIVE 

/s/ Stanley Lau
Stanley Lau



Address:
c/o China Biologic
Products, Inc.
No. 14 East Hushan Road 
Tai’an City, Shandong, China,
550025 


Signature Page to Lau Employment Agreement