China Advanced Construction Materials Group, Inc. - Exhibit 10.2 - Filed by newsfilecorp.com






EMPLOYMENT AGREEMENT 

           
This employment agreement (this "Agreement"), dated as of January 01, 2011 (the
"Effective Date"), is made by and between China Advanced Construction Materials
Group, Inc. , a Delaware State corporation (the "Company") and Mr. Xianfu
Han(the “Executive”) 

           
WHEREAS, the Company is a publicly traded company; 

           
WHEREAS, the Executive has and will provide managerial services in connection
with certain matters relating to the Company during the period when the
Executive is the Chairman of Board and Chief Executive Officer of the Company
and located in Beijing, China (“Management Services”); and 

           
WHEREAS, the Parties wish to establish the terms of the Executive's continued
employment by the Company; 

           
NOW, THEREFORE, in consideration of the foregoing, of the mutual promises
contained herein and of other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties, intending to be
legally bound, hereby agree as follows: 

            1.       
POSITION/DUTIES. 

                          (a)       
During the Employment Term (as defined in Section 2 below), the Executive shall
serve as a Chief Executive Officer of the Company. In this capacity the
Executive shall have such duties, authorities and responsibilities commensurate
with the duties, authorities and responsibilities of persons in similar
capacities in similarly sized companies and such other reasonable duties and
responsibilities as the Board of Directors of the Company (the "Board") shall
designate. The Executive shall report directly to Chairman the Board of
Directors. The Executive shall obey the lawful directions of the Board, and any
other senior executive of the Company to whom the Executive reports and shall
use his diligent efforts to promote the interests of the Company and to maintain
and promote the reputation thereof.

                          (b)       
During the Employment Term, the Executive shall use his best efforts to perform
his duties under this Agreement and shall devote all of his business time,
energy and skill in the performance of his duties with the Company. The
Executive shall not during the Employment Term (except as a representative of
the Company or with consent in writing of the Board) be directly or indirectly
engaged or concerned in any other business activity. Notwithstanding the
foregoing provisions, the Executive is not prohibited from (1) participating in
charitable, civic, educational, professional or community affairs or serving on
the board of directors or advisory committees of non-profit entities, and (2)
managing his and his family's personal investments, in each case,
provided that such activities in the aggregate do not materially
interfere with his duties hereunder.

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            2.       
EMPLOYMENT TERM. Except for earlier termination as provided in Section 6,
the Executive's employment under this Agreement shall be for a three years term
commencing on the Effective Date and ending on January 1, 2014 (the "Initial
Term"). Subject to Section 6, at the end of the Initial Term this Agreement may
be extended for additional terms by mutual agreement of the parties (“Additional
Term”). The amount of compensation payable to the Executive during any extension
of the Initial Term shall be discussed and agreed upon by both parties 30 days
before the Agreement termination date. The Initial Term and any Additional Term
shall be referred to herein as the "Employment Term." 

            3.       
BASE SALARY. The Company agrees to pay to the Executive a base salary at
a monthly rate of US$11,666.67, payable in a single installment on the last day
of each month. The Executive will be responsible for his own income tax payable
to relevant federal and state authorities in the United States. The Executive's
Base Salary shall be subject to annual review by the Board (or a committee
thereof). The base salary as determined herein from time to time shall
constitute "Base Salary" for purposes of this Agreement.

           
4.        EMPLOYEE BENEFITS. 

                          (a)       
Benefit Plans. The Executive shall be eligible to participate in any
employee benefit plan of the Company, including, but not limited to, equity,
pension, thrift, profit sharing, medical coverage, education, or other
retirement or welfare benefits that the Company has adopted or may adopt,
maintain or contribute to for the benefit of its senior executives, at a level
commensurate with his positions, subject to satisfying the applicable
eligibility requirements. The Company may at any time or from time to time
amend, modify, suspend or terminate any employee benefit plan, program or
arrangement for any reason in its sole discretion. 

                          (b)       
Vacation. The Executive shall be entitled to an annual paid vacation in
accordance with the Company's policy applicable to senior executives from time
to time in effect, but in no event less than two weeks per calendar year (as
prorated for partial years), which vacation may be taken at such times as the
Executive elects with due regard to the needs of the Company. The carry-over of
vacation days shall be in accordance with the Company's policy applicable to
senior executives from time to time in effect. 

                          (c)       
Business and Entertainment Expenses. Upon presentation of appropriate
documentation, the Executive shall be reimbursed for all reasonable and
necessary business and entertainment expenses incurred in connection with the
performance of his duties hereunder, all in accordance with the Company's
expense reimbursement policy applicable to senior executives from time to time
in effect. 

            5.       
TERMINATION. The Executive's employment and the Employment Term shall
terminate on the first of the following to occur: 

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                          (a)       
Disability. The thirtieth (30th) day following written notice
by the Company to the Executive of termination due to Disability. For purposes
of this Agreement, "Disability" shall mean a determination by the Company in
accordance with applicable law that due to a physical or mental injury,
infirmity or incapacity, the Executive is unable to perform the essential
functions of his job with or without accommodation for 180 days (whether or not
consecutive) during any 12-month period. 

                         
(b)        Death. Automatically on the
date of death of the Executive. 

                          (c)       
Cause. Immediately upon written notice by the Company to the Executive of
a termination for Cause. "Cause" shall mean, as determined by the Board (or its
designee) (1) conduct by the Executive in connection with his employment duties
or responsibilities that is fraudulent, unlawful or grossly negligent; (2) the
willful misconduct of the Executive; (3) the willful and continued failure of
the Executive to perform the Executive's duties with the Company (other than any
such failure resulting from incapacity due to physical or mental illness); (4)
the commission by the Executive of any felony (or the equivalent under the law
of the People's Republic of China) (other than traffic-related offenses) or any
crime involving moral turpitude; (5) violation of any material policy of the
Company or any material provision of the Company's code of conduct, employee
handbook or similar documents; or (6) any material breach by the Executive of
any provision of this Agreement or any other written agreement entered into by
the Executive with the Company.

                          (d)       
Without Cause. On the sixtieth (60th) day following written notice by
either Party to the other Party without Cause, other than for death or
Disability of the Executive. The Company may also terminate this Agreement for
cause at any time in the event of the failure of the Executive to perform duties
assigned by the Company in a correct, timely and expeditious manner or in the
event of material violation by the Executive of any term or condition of this
Agreement. 

           
6.        CONSEQUENCES OF TERMINATION.


                          (a)       
Disability. Upon termination of the Employment Term because of the
Executive's Disability, the Company shall pay or provide to the Executive (1)
any unpaid Base Salary and any accrued vacation through the date of termination;
(2) any unpaid Annual Bonus accrued with respect to the fiscal year ending on or
preceding the date of termination; (3) reimbursement for any unreimbursed
expenses properly incurred through the date of termination; and (4) all other
payments or benefits to which the Executive may be entitled under the terms of
any applicable employee benefit plan, program or arrangement (collectively,
"Accrued Benefits"). 

                          (b)       
Death. Upon the termination of the Employment Term because of the
Executive's death, the Executive's estate shall be entitled to any Accrued
Benefits. 

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                          (c)       
Termination for Cause. Upon the termination of the Employment Term by the
Company for Cause or by either party in connection with a failure to renew this
Agreement, the Company shall pay to the Executive any Accrued Benefits. 

                          (d)       
Termination without Cause. Upon the termination of the Employment Term by
the Company without Cause, the Company shall pay or provide to the Executive (1)
the Accrued Benefits, and (2) subject to the Executive's execution (and
non-revocation) of a general release of claims against the Company and its
affiliates in a form reasonably requested by the Company, (A) continued payment
of his Base Salary for [two (2) months] after termination, payable in accordance
with the regular payroll practices of the Company, but off the payroll; and (B)
payment of the Executive's cost of continued medical coverage for [two (2)
months] after termination (subject to the Executive's co-payment of the costs in
the same proportion as such costs were shared immediately prior to the date of
termination).1 Payments provided under this Section 6(d) shall be in
lieu of any termination or severance payments or benefits for which the
Executive may be eligible under any of the plans, policies or programs of the
Company. 

            7.       
NO ASSIGNMENT. This Agreement is personal to each of the Parties. Except
as provided below, no Party may assign or delegate any rights or obligations
hereunder without first obtaining the written consent of the other Party hereto;
provided, however, that the Company may assign this Agreement to
any successor (whether direct or indirect, by purchase, merger, consolidation or
otherwise) to all or substantially all of the business or assets of the Company.


            8.       
NOTICES. For the purpose of this Agreement, notices and all other
communications provided for in this Agreement shall be in writing and shall be
deemed to have been duly given (1) on the date of delivery if delivered by hand,
(2) on the date of transmission, if delivered by confirmed facsimile, (3) on the
first business day following the date of deposit if delivered by guaranteed
overnight delivery service, or (4) on the fourth business day following the date
delivered or mailed by United States registered or certified mail, return
receipt requested, postage prepaid, addressed as follows: 

If to the Executive: 

At the address (or to the facsimile
number) shown on the records of the Company 

If to the Company: 

Telephone:        +86 10 8252
5301 
Facsimile:          
+86 10 8252 5345

Attention:          
Principal Executive Officer/Principal Financial Officer 


           
9.        PROTECTION OF THE COMPANY'S
BUSINESS. 

__________________________________________
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NOTE: typically the period for severance payments corresponds to the length of
the noncompete and nonsolicitation period. 

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                          (a)       
Confidentiality. The Executive acknowledges that during the course of his
employment by the Company (prior to and during the Employment Term) he has and
will occupy a position of trust and confidence. The Executive shall hold in a
fiduciary capacity for the benefit of the Company and shall not disclose to
others or use, whether directly or indirectly, any Confidential Information
regarding the Company, except (i) as in good faith deemed necessary by the
Executive to perform his duties hereunder, (ii) to enforce any rights or defend
any claims hereunder or under any other agreement to which the Executive is a
party, provided that such disclosure is relevant to the
enforcement of such rights or defense of such claims and is only disclosed in
the formal proceedings related thereto, (iii) when required to do so by a court
of law, by any governmental agency having supervisory authority over the
business of the Company or by any administrative or legislative body (including
a committee thereof) with jurisdiction to order him to divulge, disclose or make
accessible such information, provided that the Executive shall
give prompt written notice to the Company of such requirement, disclose no more
information than is so required, and cooperate with any attempts by the Company
to obtain a protective order or similar treatment, (iv) as to such Confidential
Information that shall have become public or known in the Company's industry
other than by the Executive's unauthorized disclosure, or (v) to the Executive's
spouse, attorney and/or his personal tax and financial advisors as reasonably
necessary or appropriate to advance the Executive's tax, financial and other
personal planning (each an "Exempt Person"), provided, however,
that any disclosure or use of Confidential Information by an Exempt
Person shall be deemed to be a breach of this Section 9(a) by the Executive. The
Executive shall take all reasonable steps to safeguard the Confidential
Information and to protect it against disclosure, misuse, espionage, loss and
theft. The Executive understands and agrees that the Executive shall acquire no
rights to any such Confidential Information. "Confidential Information" shall
mean information about the Company, its subsidiaries and affiliates, and their
respective clients and customers that is not disclosed by the Company and that
was learned by the Executive in the course of his employment by the Company,
including, but not limited to, any proprietary knowledge, trade secrets, data
and databases, formulae, sales, financial, marketing, training and technical
information, client, customer, supplier and vendor lists, competitive
strategies, computer programs and all papers, resumes, and records (including
computer records) of the documents containing such Confidential Information.


                          (b)       
Non-Competition. During the Employment Term and for the one-year period
following the termination of the Executive's employment for any reason (the
"Restricted Period"), the Executive shall not, directly or indirectly, without
the prior written consent of the Company, provide employment (including
self-employment), directorship, consultative or other services to any business,
individual, partner, firm, corporation, or other entity that competes with any
business conducted by the Company or any of its subsidiaries or affiliates on
the date of the Executive's termination of employment or within one year of the
Executive's termination of employment in the geographic locations where the
Company and its subsidiaries or affiliates engage or propose to engage in such
business (the "Business"). Nothing herein shall prevent the Executive from
having a passive ownership interest of not more than 2% of the outstanding
securities of any entity engaged in the Business whose securities are traded on
a national securities exchange. 

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                          (c)       
Non-Solicitation of Employees. The Executive recognizes that he possesses
and will possess confidential information about other employees of the Company
and its subsidiaries and affiliates relating to their education, experience,
skills, abilities, compensation and benefits, and inter-personal relationships
with customers of the Company and its subsidiaries and affiliates. The Executive
recognizes that the information he possesses and will possess about these other
employees is not generally known, is of substantial value to the Company and its
subsidiaries and affiliates in developing their business and in securing and
retaining customers, and has been and will be acquired by him because of his
business position with the Company. The Executive agrees that, during the
Restricted Period, he will not, directly or indirectly, (i) solicit or recruit
any employee of the Company or any of its subsidiaries or affiliates (a "Current
Employee") or any person who was an employee of the Company or any of its
subsidiaries or affiliates during the twelve (12) month period immediately prior
to the date the Executive's employment terminates (a "Former Employee") for the
purpose of being employed by him or any other entity, or (ii) hire any Current
Employee or Former Employee. 

                          (d)       
Non-Solicitation of Customers. The Executive agrees that, during the
Restricted Period, he will not, directly or indirectly, solicit or attempt to
solicit (i) any party who is a customer or client of the Company or its
subsidiaries, who was a customer or client of the Company or its subsidiaries at
any time during the twelve (12) month period immediately prior to the date the
Executive's employment terminates or who is a prospective customer or client
that has been identified and targeted by the Company or its subsidiaries for the
purpose of marketing, selling or providing to any such party any services or
products offered by or available from the Company or its subsidiaries, or (ii)
any supplier or vendor to the Company or any subsidiary to terminate, reduce or
alter negatively its relationship with the Company or any subsidiary or in any
manner interfere with any agreement or contract between the Company or any
subsidiary and such supplier or vendor. 

                          (e)       
Property. The Executive acknowledges that all originals and copies of
materials, records and documents generated by him or coming into his possession
during his employment by the Company or its subsidiaries are the sole property
of the Company and its subsidiaries ("Company Property"). During the Employment
Term, and at all times thereafter, the Executive shall not remove, or cause to
be removed, from the premises of the Company or its subsidiaries, copies of any
record, file, memorandum, document, computer related information or equipment,
or any other item relating to the business of the Company or its subsidiaries,
except in furtherance of his duties under this Agreement. When the Executive's
employment with the Company terminates, or upon request of the Company at any
time, the Executive shall promptly deliver to the Company all copies of Company
Property in his possession or control. 

                          (f)       
Non-Disparagement. Executive shall not, and shall not induce others to,
Disparage the Company or its subsidiaries or affiliates or their past and
present officers, directors, employees or products. "Disparage" shall mean
making comments or statements to the press, the Company's or its subsidiaries'
or affiliates' employees or any individual or entity with whom the Company or
its subsidiaries or affiliates has a business relationship which would adversely
affect in any manner (1) the business of the Company or its subsidiaries or
affiliates (including any products or business plans or prospects), or (2)
the business reputation of the Company or its subsidiaries or affiliates, or any
of their products, or their past or present officers, directors or employees.

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                          (g)       
Cooperation. Subject to the Executive's other reasonable business
commitments, following the Employment Term, the Executive shall be available to
cooperate with the Company and its outside counsel and provide information with
regard to any past, present, or future legal matters which relate to or arise
out of the business the Executive conducted on behalf of the Company and its
subsidiaries and affiliates, and, upon presentation of appropriate
documentation, the Company shall compensate the Executive for any out-of-pocket
expenses reasonably incurred by the Executive in connection therewith. 

                          (h)       
Equitable Relief and Other Remedies. The Executive acknowledges and
agrees that the Company's remedies at law for a breach or threatened breach of
any of the provisions of this Section 9 would be inadequate and, in recognition
of this fact, the Executive agrees that, in the event of such a breach or
threatened or attempted breach, in addition to any remedies at law, the Company,
without posting any bond, shall be entitled to obtain equitable relief in the
form of specific performance, a temporary restraining order, a temporary or
permanent injunction or any other equitable remedy which may then be available.
In addition, without limiting the Company's remedies for any breach of any
restriction on the Executive set forth in this Section 9, except as required by
law, the Executive shall not be entitled to any payments set forth in Section
6(d) hereof if the Executive has breached the covenants applicable to the
Executive contained in this Section 9, the Executive will immediately return to
the Company any such payments previously received under Section 6(d) upon such a
breach, and, in the event of such breach, the Company will have no obligation to
pay any of the amounts that remain payable by the Company under Section 6(d).


                          (i)       
Reformation. If it is determined by a court of competent jurisdiction in
any state that any restriction in this Section 9 is excessive in duration or
scope or is unreasonable or unenforceable under the laws of that state, it is
the intention of the parties that such restriction may be modified or amended by
the court to render it enforceable to the maximum extent permitted by the law of
that state. The Executive acknowledges that the restrictive covenants contained
in this Section 9 are a condition of this Agreement and are reasonable and valid
in temporal scope and in all other respects. 

                          (j)       
Liability. Notwithstanding the provisions in this Section 9 the Executive
shall not be liable for any mistakes of fact, errors of judgment, for losses
sustained by the Company or any subsidiary or for any acts or omissions of any
kind, unless caused by the negligence or willful or intentional misconduct of
the Executive or any person or entity acting for or on behalf of the Executive.


                          (k)       
Survival of Provisions. The obligations contained in this Section 9 shall
survive in accordance with their terms the termination or expiration of the
Executive's employment with the Company and shall be fully enforceable
thereafter. 

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            10.    
 INDEMNIFICATION. The Executive shall be indemnified to the extent
permitted by the Company's organizational documents and to the extent required
by law.

            11.     
SECTION HEADINGS AND INTERPRETATION. The section headings used in this
Agreement are included solely for convenience and shall not affect, or be used
in connection with, the interpretation of this Agreement. Expressions of
inclusion used in this agreement are to be understood as being without
limitation. 

            12.    
 SEVERABILITY. The provisions of this Agreement shall be deemed
severable and the invalidity of unenforceability of any provision shall not
affect the validity or enforceability of the other provisions hereof.

            13.     
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 Agreement. 

            14.     
GOVERNING LAW AND VENUE. The validity, interpretation, construction and
performance of this Agreement shall be governed by the laws of Beijing, China
without regard to its conflicts of law principles. The Parties agree irrevocably
to submit to the exclusive jurisdiction of the courts located in Beijing, China,
for the purposes of any suit, action or other proceeding brought by any Party
arising out of any breach of any of the provisions of this Agreement and hereby
waive, and agree not to assert by way of motion, as a defense or otherwise, in
any such suit, action, or proceeding, any claim that it is not personally
subject to the jurisdiction of the above-named courts, that the suit, action or
proceeding is brought in an inconvenient forum, that the venue of the suit,
action or proceeding is improper, or that the provisions of this Agreement may
not be enforced in or by such courts. 

            15.    
 ENTIRE AGREEMENT. This Agreement contains the entire agreement
between the Parties with respect to the subject matter hereof and supersedes all
prior agreements, written or oral, with respect thereto. No agreements or
representations, oral or otherwise, express or implied, with respect to the
subject matter hereof have been made by either party which are not expressly set
forth in this Agreement. 

            16.     
WAIVER AND AMENDMENT. No provision of this Agreement may be modified,
amended, waived or discharged unless such waiver, modification, amendment or
discharge is agreed to in writing and signed by the Executive and such officer
or director as may be designated by the Board. No waiver by either Party at any
time of any breach by the other Party hereto of, or compliance with, any
condition or provision of this Agreement to be performed by such other Party
shall be deemed a waiver or similar or dissimilar provisions or conditions at
the same or at any prior or subsequent time.

            17.     
WITHHOLDING. The Company may withhold from any and all amounts payable
under this Agreement such federal, state, local and foreign taxes as may be
required to be withheld pursuant to any applicable law or regulation. 

8 




            18.    
 AUTHORITY AND NON-CONTRAVENTION. The Executive represents and
warrants to the Company that he has the legal right to enter into this Agreement
and to perform all of the obligations on his part to be performed hereunder in
accordance with its terms and that he is not a party to any agreement or
understanding, written or oral, which could prevent him form entering into this
Agreement or performing all of her obligations hereunder. 

            19.     
COUNTERPARTS. This Agreement may be executed in counterparts, each of
which shall be deemed an original but all of which shall constitute one and the
same instrument. 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 

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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date
first written above. 

CHINA ADVANCED CONSTRUCTION

MATERIALS GROUP, INC.

 

   /s/ Xianfu
Han_____________________________
By:    Xianfu
Han                                                                  
Title:
Chief Executive Officer 

 

EXECUTIVE 

/s/ Xianfu Han 
Xianfu
Han 


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