Exhibit 10.4


 


EMPLOYMENT AGREEMENT


 


This EMPLOYMENT AGREEMENT (the “Agreement”)
is entered into as of [       ] by and
between Bona Film Group, Ltd., a company incorporated and existing under
the laws of the Cayman Islands (the “Company”) and [          ], an individual (the “Executive”).
The term “Company” as used herein with respect to all obligations of the
Executive hereunder shall be deemed to include the Company and all of its
direct or indirect parent companies, subsidiaries, affiliates, or subsidiaries
or affiliates of its parent companies (collectively, the “Group”).


 


RECITALS


 


A.            The Company desires to
employ the Executive and to assure itself of the services of the Executive
during the term of Employment (as defined below).


 


B.            The Executive desires to
be employed by the Company during the term of Employment and under the terms
and conditions of this Agreement.


 


AGREEMENT


 


The parties hereto agree as follows:


 


1.                                      POSITION


 


The Executive hereby
accepts a position of [           ] (the “Employment”) of the Company.


 


2.                                      TERM


 


Subject to the terms and
conditions of this Agreement, the initial term of the Employment shall be three
years, commencing on [         ] (the “Effective
Date”), until [         ], unless
terminated earlier pursuant to the terms of this Agreement.  Upon expiration of the initial [     ] term, the Employment shall be
automatically extended for successive one-year terms unless either party gives
the other party hereto a prior written notice to terminate the Employment prior
to the expiration of such one-year term or unless terminated earlier pursuant
to the terms of this Agreement.


 


3.                                      DUTIES AND RESPONSIBILITIES


 


The Executive’s duties at
the Company will include all jobs assigned by the Board of Directors of the
Company (the “Board”)[, or if authorized by the Board, by the Company’s
Chief Executive Officer].


 


The Executive shall devote all of his/her working
time, attention and skills to the performance of his/her duties at the Company
and shall faithfully and diligently serve the Company  in
accordance with this Agreement and the guidelines,
policies and procedures of the Company approved from time to time by the
Board.


 

















 


The Executive shall use his/her best efforts to
perform his/her duties hereunder.  The
Executive shall not, without the prior written consent of the Board, become an
employee of any entity other than the Company
and any subsidiary or affiliate of the Company, and shall not be concerned or
interested in the business or entity that
competes with that carried on by the Company (any such business or entity, a “Competitor”),
provided that nothing in this clause shall preclude the Executive from holding
any shares or other securities of any Competitor that is listed on any
securities exchange or recognized securities market anywhere.  The Executive shall notify the Company in
writing of his/her interest in such shares or securities in a timely manner and
with such details and particulars as the Company may reasonably require.


 


4.                                      NO BREACH OF CONTRACT


 


The Executive hereby represents
to the Company that: (i) the execution and delivery of this Agreement by
the Executive and the performance by the Executive of the Executive’s duties
hereunder shall not constitute a breach of, or otherwise contravene, the terms
of any other agreement or policy to which the Executive is a party or otherwise
bound, except for agreements that are required to be entered into by and
between the Executive and any member of the Group pursuant to applicable law of
the jurisdiction where the Executive is based, if any; (ii) that the
Executive has no information (including, without limitation, confidential
information and trade secrets) relating to any other person or entity which
would prevent, or be violated by, the Executive entering into this Agreement or
carrying out his/her duties hereunder; and (iii) that the Executive is not
bound by any confidentiality, trade secret or similar agreement (other than
this) with any other person or entity except for other member(s) of the
Group, as the case may be.


 


5.                                      LOCATION


 


The Executive will be
based in [         ] or any other
location as requested by the Company during the term of this Agreement.


 


6.                                      COMPENSATION AND BENEFITS


 


(a)                                 Cash Compensation.  The Executive’s cash compensation (inclusive
of the statutory welfare reserves that the Company is required to set aside for
the Executive under applicable law) shall be provided by the Company pursuant
to Schedule A hereto, subject to annual review and adjustment by the
Company or the compensation committee of the Board (or the Board itself, before
the formation of the compensation committee).


 


(b)                                 Equity Incentives.  To the extent the Company adopts and
maintains a share incentive plan, the Executive will be eligible for participating
in such plan pursuant to the terms thereof as determined by the Company, and
the Company will grant an option to purchase the number of ordinary shares of
the Company pursuant to Schedule B hereto, to the Executive at an
exercise price to be determined by the Board.


 


(c)                                  Benefits.  The Executive is eligible for participation
in any standard employee benefit plan of the Company that currently exists or
may be adopted by the Company in the future, including, but not limited to, any
retirement plan, and travel/holiday policy.


 


2

















 


7.                                      TERMINATION OF THE AGREEMENT


 


(a)                                 By the Company.  The Company may terminate the Employment for
cause, at any time, without advance notice or remuneration, if (i) the
Executive is convicted or pleads guilty to a felony or to an act of fraud,
misappropriation or embezzlement, (ii) the Executive has been negligent or
acted dishonestly to the detriment of the Company, (iii) the Executive has
engaged in actions amounting to misconduct or failed to perform his/her duties
hereunder and such failure continues after the Executive is afforded a
reasonable opportunity to cure such failure, (iv) the Executive has died,
or (v) the Executive has a disability which shall mean a physical or
mental impairment which, as reasonably determined by the Board, renders the
Executive unable to perform the essential functions of his/her employment with
the Company, even with reasonable accommodation that does not impose an undue
hardship on the Company, for more than 180 days in any 12-month period, unless
a longer period is required by applicable law, in which case that longer period
would apply.  In addition, the Company
may terminate the Employment without cause, at any time, upon one-month prior written
notice to the Executive.  Upon termination
without cause, the Company shall provide the Executive with a severance payment
in cash in an amount equal to the Executive’s [   ] months salary at the then current
rate.  Under such circumstance, the
Executive agrees not to make any further claims for compensation for loss of
office, accrued remuneration, fees, wrongful dismissal or any other claim
whatsoever against the Company or its subsidiaries or the respective officers
or employees of any of them.


 


(b)                              By the Executive.  If there is a material and substantial
reduction in the Executive’s existing authority and responsibilities, the
Executive may resign upon one-month prior written notice to the Company.  In addition, the Executive may resign prior
to the expiration of the Agreement if such resignation is approved by the Board
or an alternative arrangement with respect to the Employment is agreed to by
the Board.


 


(c)                                  Notice of Termination.  Any termination of the Executive’s employment
under this Agreement shall be communicated by written notice of termination
from the terminating party to the other party. 
The notice of termination shall indicate the specific provision(s) of
this Agreement relied upon in effecting the termination.


 


8.                                      CONFIDENTIALITY AND NONDISCLOSURE


 


(a)                                 Confidentiality and Non-disclosure.  In
the course of the Executive’s services, the Executive may have access to the
Company and/or the Company’s customer/supplier’s and/or prospective customer/supplier’s
trade secrets and confidential information, including but not limited to those
embodied in memoranda, manuals, letters or other documents, computer disks,
tapes or other information storage devices, hardware, or other media or
vehicles, pertaining to the Company and/or the Company’s customer/supplier’s
and/or prospective customer/supplier’s business.  All such trade secrets and confidential
information are considered confidential. 
All materials containing any such trade secret and confidential
information are the property of the Company and/or the Company’s customer/supplier
and/or prospective customer/supplier, and shall be returned to the Company
and/or the Company’s customer/supplier and/or prospective customer/supplier
upon expiration or earlier termination of this Agreement.  The Executive shall not directly or indirectly
disclose or use any such trade secret or confidential information, except as
required in the performance of the Executive’s duties in connection with the
Employment, or pursuant to applicable law.


 


3

















 


(b)                                 Trade Secrets.  During
and after the Employment, the Executive shall hold the Trade Secrets in strict
confidence; the Executive shall not disclose these Trade Secrets to anyone
except other employees of the Company who have a need to know the Trade Secrets
in connection with the Company’s business. 
The Executive shall not use the Trade Secrets other than for the
benefits of the Company.


 


“Trade Secrets”
means information deemed confidential by the Company, treated by the Company or
which the Executive know or ought reasonably to have known to be confidential,
and trade secrets, including without limitation designs, processes, pricing
policies, methods, inventions, conceptions, technology, technical data,
financial information, corporate structure and know-how, relating to the
business and affairs of the Company and its subsidiaries, affiliates and
business associates, whether  embodied in
memoranda, manuals, letters or other documents, computer disks, tapes or other
information storage devices, hardware, or other media or vehicles.  Trade Secrets do not include information
generally known or released to public domain through no fault of yours.


 


(c)                                 Former Employer Information.  The
Executive agrees that he or she has not and will not, during the term of his/her
employment, (i) improperly use or disclose any proprietary information or
trade secrets of any former employer or other person or entity with which the
Executive has an agreement or duty to keep in confidence information acquired
by Executive, if any, or (ii) bring into the premises of Company any
document or confidential or proprietary information belonging to such former
employer, person or entity unless consented to in writing by such former
employer, person or entity.  The Executive
will indemnify the Company and hold it harmless from and against all claims,
liabilities, damages and expenses, including reasonable attorneys’ fees and
costs of suit, arising out of or in connection with any violation of the
foregoing.


 


(d)                              Third Party Information. 
The Executive recognizes that the Company may have received, and in the future
may receive, from third parties their confidential or proprietary information
subject to a duty on the Company’s part to maintain the confidentiality of such
information and to use it only for certain limited purposes.  The Executive agrees that the Executive owes
the Company and such third parties, during the Executive’s employment by the
Company and thereafter, a duty to hold all such confidential or proprietary
information in the strictest confidence and not to disclose it to any person or
firm and to use it in a manner consistent with, and for the limited purposes
permitted by, the Company’s agreement with such third party.


 


This Section 8 shall survive the termination of this Agreement for
any reason.  In the event the Executive
breaches this Section 8, the Company shall have right to seek remedies
permissible under applicable law.


 


9.                                      INVENTIONS


 


(a)                                 Inventions Retained and Licensed.  The
Executive has attached hereto, as Schedule B, a list describing all inventions, ideas, improvements,
designs and discoveries, whether or not patentable and whether or not reduced
to practice, original works of authorship and trade secrets made or conceived
by or belonging to the Executive (whether made solely by the Executive or
jointly with others) that (i) were developed by Executive prior to the
Executive’s employment by the Company (collectively, “Prior Inventions”), (ii) relate
to the Company’ actual or proposed business, products or research and
development, and 


 


4

















 


(iii) are
not assigned to the Company hereunder; or, if no such list is attached, the
Executive represents that there are no such Prior Inventions.  Except to the extent set forth in Schedule
C, the Executive hereby
acknowledges that, if in the course of his/her service for the Company, the
Executive incorporates into a Company product, process or machine a Prior
Invention owned by the Executive or in which he or she has an interest, the Company
is hereby granted and shall have a nonexclusive, royalty-free, irrevocable,
perpetual, worldwide right and license (which may be freely transferred by the
Company to any other person or entity) to make, have made, modify, use, sell,
sublicense and otherwise distribute such Prior Invention as part of or in
connection with such product, process or machine.


 


(b)                                 Disclosure and Assignment of Inventions.  The Executive understands that the Company engages in research and
development and other activities in connection with its business and that, as
an essential part of the Employment, the Executive is expected to make new
contributions to and create inventions of value for the Company.


 


From and after the
Effective Date, the Executive shall disclose in confidence to the Company all
inventions, improvements, designs, original works of authorship, formulas,
processes, compositions of matter, computer software programs, databases, mask
works and trade secrets (collectively, the “Inventions”), which the Executive
may solely or jointly conceive or develop or reduce to practice, or cause to be
conceived or developed or reduced to practice, during the period of the
Executive’s Employment at the Company. 
The Executive acknowledges that copyrightable works prepared by the
Executive within the scope of and during the period of the Executive’s
Employment with the Company are “works for hire” and that the Company will be
considered the author thereof.  The
Executive agrees that all the Inventions shall be the sole and exclusive
property of the Company and the Executive hereby assign all his/her right,
title and interest in and to any and all of the Inventions to the Company or
its successor in interest without further consideration.


 


(c)                                  Patent and Copyright Registration.  The
Executive agrees to assist the Company in every proper way to obtain for the
Company and enforce patents, copyrights, mask work rights, trade secret rights,
and other legal protection for the Inventions. 
The Executive will execute any documents that the Company may reasonably
request for use in obtaining or enforcing such patents, copyrights, mask work
rights, trade secrets and other legal protections.  The Executive’s obligations under this
paragraph will continue beyond the termination of the Employment with the
Company, provided that the Company will reasonably compensate the Executive
after such termination for time or expenses actually spent by the Executive at
the Company’s request on such assistance. 
The Executive appoints the Secretary of the Company as the Executive’s
attorney-in-fact to execute documents on the Executive’s behalf for this
purpose.


 


(d)                                 Return of Confidential Material.  In the event of the Executive’s termination
of employment with the Company for any reason whatsoever, Executive agrees
promptly to surrender and deliver to the Company all records, materials,
equipment, drawings, documents and data of any nature pertaining to any
confidential information or to his/her employment, and Executive will not
retain or take with him or her any tangible materials or electronically stored
data, containing or pertaining to any confidential information that Executive
may produce, acquire or obtain access to during the course of his/her
employment.


 


5

















 


This Section 9 shall survive the termination
of this Agreement for any reason.  In the
event the Executive breaches this Section 9, the Company shall have right
to seek remedies permissible under applicable law.


 


10.                               CONFLICTING EMPLOYMENT.


 


The
Executive hereby agrees that, during the term of his/her employment with the Company, he or she will not engage in
any other employment, occupation, consulting or other business activity related
to the business in which the Company is now involved or becomes involved during
the term of the Executive’s employment, nor will the Executive engage in any
other activities that conflict with his/her obligations to the Company without
the prior written consent of the Company.


 


11.                               NON-COMPETITION AND NON-SOLICITATION


 


In consideration of the compensation provided to
the Executive by the Company hereunder, the adequacy of which is hereby
acknowledged by the parties hereto, the Executive agree that during the term of
the Employment and for a period of two years following the termination of the
Employment for whatever reason:


 


(a)                                 The Executive will not approach clients, customers or contacts of the
Company or other persons or entities introduced to the Executive in the
Executive’s capacity as a representative of the Company for the purposes of
doing business with such persons or entities which will harm the business
relationship between the Company and such persons and/or entities;


 


(b)                                 unless expressly consented to by
the Company, the Executive will not assume employment with or provide services
as a director or otherwise for any Competitor, or engage,
whether as principal, partner, licensor or otherwise, in any Competitor; and


 


(c)                                  unless expressly consented to by
the Company, the Executive will not seek directly or indirectly,
by the offer of alternative employment or other inducement whatsoever, to
solicit the services of any employee of the Company employed as at or after the
date of such termination, or in the year preceding such termination.


 


The provisions contained in Section 11 are
considered reasonable by the Executive and the Company.  In the event that any such provisions should
be found to be void under applicable laws but would be valid if some part
thereof was deleted or the period or area of application reduced, such
provisions shall apply with such modification as may be necessary to make them
valid and effective.


 


This Section 11
shall survive the termination of this Agreement for any reason.  In the event the Executive breaches this Section 11,
the Executive acknowledges that there will be no adequate remedy at law, and
the Company shall be entitled to injunctive relief and/or a decree for specific
performance, and such other relief as may be proper (including monetary damages
if appropriate).  In any event, the
Company shall have right to seek all remedies permissible under applicable law.


 


12.          WITHHOLDING
TAXES


 


Notwithstanding anything else herein to the
contrary, the Company may withhold (or cause there to be withheld, as the case
may be) from any amounts otherwise due or payable under or pursuant 


 


6

















 


to this Agreement such national, provincial,
local or any other income, employment, or other taxes as may be required to be
withheld pursuant to any applicable law or regulation.


 


13.          ASSIGNMENT


 


This Agreement is personal in its nature and
neither of the parties hereto shall, without the consent of the other, assign
or transfer this Agreement or any rights or obligations hereunder; provided,
however, that (i) the Company may assign or transfer this Agreement or any rights or
obligations hereunder to any member of the Group without such consent, and (ii) in the event of a merger,
consolidation, or transfer or sale of all or substantially all of the assets of
the company with or to any other individual(s) or entity, this Agreement
shall, subject to the provisions hereof, be binding upon and inure to the
benefit of such successor and such successor shall discharge and perform all
the promises, covenants, duties, and obligations of the Company hereunder.


 


14.          SEVERABILITY


 


If any provision of this Agreement or the
application thereof is held invalid, the invalidity shall not affect other
provisions or applications of this Agreement which can be given effect without
the invalid provisions or applications and to this end the provisions of this
Agreement are declared to be severable.


 


15.          ENTIRE
AGREEMENT


 


This Agreement
constitutes the entire agreement and understanding between the Executive and
the Company regarding the terms of the Employment and supersedes all prior or
contemporaneous oral or written agreements concerning such subject matter.  The Executive acknowledges that he or she has
not entered into this  Agreement in
reliance upon any representation, warranty or undertaking which is not set
forth in this Agreement.  Any amendment
to this Agreement must be in writing and signed by the Executive and the
Company.


 


16.          GOVERNING
LAW


 


This Agreement shall be
governed by and construed in accordance with the law of the State of New York,
USA, without regard to the conflicts of law principles.


 


17.          AMENDMENT


 


This
Agreement may not be amended, modified or changed (in whole or in part), except
by a formal, definitive written agreement expressly referring to this Agreement,
which agreement is executed by both of the parties hereto.


 


18.          WAIVER


 


Neither
the failure nor any delay on the part of a party to exercise any right, remedy,
power or privilege under this Agreement shall operate as a waiver thereof, nor
shall any single or partial exercise of any right, remedy, power or privilege
preclude any other or further exercise of the same or of any right, remedy,
power or privilege, nor shall any waiver of any right, remedy, power or
privilege with respect to any occurrence be construed as a waiver of such
right, remedy, power or privilege with respect to any other occurrence.  No waiver shall be effective unless it is in
writing and is signed by the party asserted to have granted such waiver.


 


7

















 


19.          NOTICES


 


All notices, requests, demands and other
communications required or permitted under this Agreement shall be in writing
and shall be deemed to have been duly given and made if (i) delivered by hand, (ii)
otherwise delivered against receipt therefor, (iii) sent by a recognized
courier with next-day or second-day delivery to the last known address of the
other party; or (iv) sent by e-mail with confirmation of receipt.


 


20.          COUNTERPARTS


 


This
Agreement may be executed in any number of counterparts, each of which shall be
deemed an original as against any party whose signature appears thereon, and
all of which together shall constitute one and the same instrument.  This Agreement shall become binding when one
or more counterparts hereof, individually or taken together, shall bear the
signatures of all of the parties reflected hereon as the signatories.  Photographic copies of such signed
counterparts may be used in lieu of the originals for any purpose.


 


21.          NO
INTERPRETATION AGAINST DRAFTER


 


Each party recognizes that this Agreement is a
legally binding contract and acknowledges that such party has had the
opportunity to consult with legal counsel of choice.  In any construction of the terms of this Agreement,
the same shall not be construed against either party on the basis of that party
being the drafter of such terms.


 


[Remainder of this page intentionally has been
intentionally left blank.]


 


8

















 


IN WITNESS WHEREOF, this Agreement
has been executed as of the date first written above.


 


	
   

  	
  Bona Film Group
  Limited

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Executive

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Signature:

  	
   

  
	
   

  	
  Name: