Exhibit 10.1


 


EMPLOYMENT AGREEMENT


 


This EMPLOYMENT AGREEMENT (the “Agreement”)
is made and entered into as of 29th day of November, 2022 (the “Effective Date”), by and between Oriental Culture Holding
Ltd, a Cayman Islands company (the “Company”), and Xi Li (the “Executive”).


 


WITNESSETH:


 


WHEREAS, the parties
desire to enter into this Agreement setting forth the terms and conditions of the employment relationship between the Executive and the
Company.


 


NOW, THEREFORE, in
consideration of the foregoing premises and the mutual covenants and agreements contained herein, the parties hereto agree as follows:


 


1. EMPLOYMENT.


 


1.1 Agreement to Employ.
The Company hereby agrees to employ Executive, and Executive hereby agrees to serve, subject to the provisions of this Agreement, as an
officer and employee of the Company.


 


1.2 Duties and Schedule.
Executive shall serve as the Company’s Chief Financial Officer, and be the Principal Financial Officer and Principal Accounting
Officer of the Company and responsible for all financial matters and management of the Company. The Executive shall report directly to
the Company’s Chief Executive Officer and Board of Directors (the “Board”) and shall have such responsibilities
as designated by the Chief Executive Officer or Board to the extent that such responsibilities are not inconsistent with all applicable
laws, regulations and rules. Executive shall devote her best efforts and all of her business time to her position with the Company during
the Term.


 


2. TERM OF
EMPLOYMENT. Unless Executive’s employment shall sooner terminate pursuant to Section 4, the Company shall employ Executive
for a one-year term commencing on November 29, 2022 (the “Term”), which Term shall be renewable upon mutual
agreement of the Company and the Executive, as approved by the Board.


 


3. COMPENSATION.


 


3.1 Salary.
Executive’s salary during the Term shall be RMB 288,000 per year (the “Salary”), payable monthly.


 


3.2 Bonus. At
the sole discretion of the Board, or any committee duly designated by the Board and authorized to act thereto, the Executive shall be
eligible for an annual cash bonus.


 


3.3 Vacation.
Executive shall be entitled to 10 days of paid vacation per year. In the event that Executive remains employed by the Company for 3 years
or more, Executive shall be entitled to 10 days of paid vacation.


 


3.4 Business Expenses.
Executive shall be reimbursed by the Company for all ordinary and necessary expenses incurred by Executive; provided that they are incurred
and approved in writing in accordance with the Company’s expense policy.


 






     


     


    

 


3.5
Benefits. During the Term, Executive shall be allowed to participate, on the same basis generally as other employees of the Company,
in all general employee benefit plans and programs, including improvements or modifications of the same, which may exist as of the Effective
Date or thereafter and which are made available by the Company to all or substantially all of its employees. Such benefits, plans, and
programs may include, without limitation, any health, and dental insurance, if and when instituted. Any benefit plan currently existing
or instituted by the Company after the Effective Date may be altered, change or discontinued by the Company at its sole discretion and
at any time without obligation of any nature to Executive. Except as specifically provided herein, nothing in this Agreement is to be
construed or interpreted to increase or alter in any way the rights, participation, coverage, or benefits under such benefit plans or
programs to other than those provided to other employees pursuant to the terms and conditions of such benefit plans and programs.  


 


4. TERMINATION.


 


4.1 Death. This
Agreement shall terminate immediately upon the death of Executive, and Executive’s estate or Executive’s legal representative,
as the case may be, shall be entitled to Executive’s accrued and unpaid Salary as of the date of Executive’s death, plus all
other compensation and benefits that were vested through the date of Executive’s death.


 


4.2  Disability.
In the event of Executive’s Disability, this Agreement shall terminate and Executive shall be entitled to (a) accrued and
unpaid Salary and vacation through the first date that a Disability is determined; and (b) all other compensation and benefits that
were vested through the first date that a Disability has been determined. “Disability” means the good
faith determination of the Board that Executive has become so physically or mentally incapacitated or disabled as to be unable to
satisfactorily perform her duties hereunder for a period of ninety (90) consecutive calendar days or for one- hundred twenty (120)
days in any three-hundred sixty (360) day period, such determination based upon a certificate as to such physical or mental
disability issued by a licensed physician and/or psychiatrist (as the case may be) mutually agreed upon by Executive and the
Company.


 


4.3 Termination by Company
for Cause. The Company may terminate the Executive for Cause and such termination shall take effect upon the receipt by
Executive of the Notice of Termination. Upon the effective date of the termination for Cause, Executive shall be solely entitled to accrued
and unpaid Salary through such effective date. “Cause” means: (i) engaging in any act, omission or misconduct
that is injurious to the Company or an affiliate; (ii) gross negligence or willful misconduct in connection with the performance of duties;
(iii) conviction of a criminal offense (other than minor traffic offenses); (iv) fraud, embezzlement or misappropriation of funds or property
of the Company or an affiliate; (v) material breach of any term of any employment or other services, confidentiality, intellectual property
or non-competition agreements, if any, between the Executive and the Company or an affiliate; (vi) the entry of an order duly issued by
any regulatory agency (including federal, state and local regulatory agencies and self-regulatory bodies) having jurisdiction over the
Company or an affiliate requiring the removal of the Executive from any office held with the Company or prohibiting the Executive from
participating in the business or affairs of the Company or any affiliate; or (vii) the revocation or threatened revocation of any of the
Company’s or an affiliate’s government licenses, permits or approvals, which is primarily due to the Executive’s action
or inaction and such revocation or threatened revocation would be alleviated or mitigated in any material respect by the termination of
the Executive’s employment or services with the Company or an affiliate.


 


4.4 Voluntary Termination
by Executive. The Executive may voluntarily terminate her employment for any reason and such termination shall take effect 30 days
after the receipt by Company of the Notice of Termination. Upon the effective date of such termination, Executive shall be entitled to
(a) accrued and unpaid Salary and vacation through such termination date; and (b) all other compensation and benefits that were vested
through such termination date. In the event Executive is terminated without notice, it shall be deemed a termination by the
Company for Cause.


 


4.5 Notice of Termination.
Any termination of the employment by the Company or the Executive shall be communicated by a notice in accordance with Section 8.4 of
this Agreement (the “Notice of Termination”).  Such notice shall (a) indicate the specific termination
provision in this Agreement relied upon and (b) if the termination is for Cause, the date on which the Executive’s employment is
to be terminated.


 


4.6 Severance.
The Executive shall not be entitled to severance payments upon any termination provided in Section 4 herein.


 






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5. EMPLOYEE’S REPRESENTATION.
The Executive represents and warrants to the Company that: (a) she is subject to no contractual, fiduciary or other obligation which may
affect the performance of her duties under this Agreement; (b) she has terminated, in accordance with their terms, any contractual obligation
which may affect her performance under this Agreement; and (c) her employment with the Company will not require her to use or disclose
proprietary or confidential information of any other person or entity.


 


6. CONFIDENTIAL INFORMATION
Except as permitted or directed by the Board of Directors of the Company in writing, during the time the Executive is employed by
the Company or at any time thereafter, the Executive shall not use for her personal purposes nor divulge, furnish, or make accessible
to anyone or use in any way (other than in the ordinary course of the business of the Company) any confidential or secret information
or knowledge of the Company, whether developed by himself or by others. Such confidential and/or secret information encompassed by this
Section 6 includes, but is not limited to, the Company’s customer and supplier lists, business plans, software, systems, and
financial, marketing, and personnel information. The Executive agrees to refrain from any acts or omissions that would reduce the value
of any confidential or secret knowledge or information to the Company, both during her employment hereunder and at any time after the
termination of her employment. The Executive’s obligations of confidentiality under this Section 6 shall not apply to any knowledge
or information that is now published publicly or that subsequently becomes generally publicly known, other than as a direct or indirect
result of a breach of this Agreement by the Executive.


 


7. NON-COMPETITION:
NON-SOLICITATION; INVENTIONS.


 


7.1 Non-Competition.
 During the employment of the Executive under this Agreement and for a period of six (6) months after termination of such employment,
the Executive shall not at any time compete on her own behalf, or on behalf of any other person or entity, with the Company or any
of its affiliates within all territories in which the Company does business with respect to the business of the Company or any of its
affiliates as such business shall be conducted on the date hereof or during the employment of the Executive under this Agreement. The
ownership by the Executive of not more than 5% of a corporation, partnership or other enterprise shall not constitute a violation hereof.


 


7.2 Non-Solicitation. During
the employment of the Executive under this Agreement and thereafter Executive shall not at any time (i) solicit or induce, on her
own behalf or on behalf of any other person or entity, any employee of the Company or any of its affiliates to leave the employ of the
Company or any of its affiliates; or (ii) solicit or induce, on her own behalf or on behalf of any other person or entity, any customer
or Prospective Customer of the Company or any of their respective affiliates to reduce its business with the Company or any of its affiliates.
For the purposes of this Agreement, “Prospective Customer” shall mean any individual, corporation, trust or other business
entity which has either (a) entered into a nondisclosure agreement with the Company or any Company subsidiary or affiliate or (b) has
within the preceding 12 months received a currently pending and not rejected written proposal in reasonable detail from the Company or
any of the Company’s subsidiary or affiliate.


 


7.3 Inventions and Patents.
The Company shall be entitled to the sole benefit and exclusive ownership of any inventions or improvements in products, processes, or
other things that may be made or discovered by Executive while she is in the service of the Company, and all patents for the same. During
the Term, Executive shall do all acts necessary or required by the Company to give effect to this section and, following the Term, Executive
shall do all acts reasonably necessary or required by the Company to give effect to this section. In all cases, the Company
shall pay all costs and fees associated with such acts by Executive.


 


7.4 Return of Property. The
Executive agrees that all property in the Executive’s possession that she obtains or is assigned in the course of her employment
with the Company, including, without limitation, all documents, reports, manuals, memoranda, customer lists, credit cards, keys, access
cards, and all other property relating in any way to the business of the Company, is the exclusive property of the Company, even if the
Executive authored, created, or assisted in authoring or creating such property. The Executive shall return to the Company all such property
immediately upon termination of employment or at such earlier time as the Company may request.


 


7.5 Court Ordered
Revisions. If any portion of this Section 7 is found by a court of competent jurisdiction to be invalid or unenforceable,
but would be valid and enforceable if modified, this Section 7 shall apply with such modifications necessary to make this Section 7
valid and enforceable.  Any portion of this Section 7 not required to be so modified shall remain in full force and effect and
not be affected thereby.


 


7.6 Specific Performance.
The Executive acknowledges that the remedy at law for any breach of any of the provisions of Section 7 will be inadequate, and that the
Company shall be entitled, in addition to any remedy at law or in equity, to preliminary and permanent injunctive relief and specific
performance.


 






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8. MISCELLANEOUS.


 


8.1 Indemnification. The
Company and each of its subsidiaries shall, to the maximum extent provided under applicable law, indemnify and hold Executive harmless
from and against any expenses, including reasonable attorney’s fees, judgments, fines, settlements and other legally permissible
amounts (“Losses”), incurred in connection with any proceeding arising out of, or related to, Executive’s employment
by the Company, other than any such Losses incurred as a result of Executive’s negligence or willful misconduct. The
Company shall, or shall cause a subsidiary thereof to, advance to Executive any expenses, including attorney’s fees and costs of
settlement, incurred in defending any such proceeding to the maximum extent permitted by applicable law. Such costs and expenses
incurred by Executive in defense of any such proceeding shall be paid by the Company or applicable subsidiary in advance of the final
disposition of such proceeding promptly upon receipt by the Company of (a) written request for payment; (b) appropriate documentation
evidencing the incurrence, amount and nature of the costs and expenses for which payment is being sought; and (c) an undertaking adequate
under applicable law made by or on behalf of Executive to repay the amounts so advanced if it shall ultimately be determined pursuant
to any non-appealable judgment or settlement that Executive is not entitled to be indemnified by the Company or any subsidiary thereof. The
Company will provide Executive with coverage under all directors and officers liability insurance policies that it has in effect during
the Term, with no deductible to Executive.


 


8.2 Applicable Law.
Except as may be otherwise provided herein, this Agreement shall be governed by and construed in accordance with the laws of the Cayman
Islands, applied without reference to principles of conflict of laws. Each party hereby irrevocably submits to the exclusive jurisdiction
of the courts sitting in Cayman Islands.


 


8.3 Amendments. This
Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors
or legal representatives.


 


8.4 Notices. All
notices and other communications hereunder shall be in writing and shall be given by hand-delivery to the other party, by an international
mail courier, or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:


 


If to the Executive:


 


Ms. Xi Li


No. 2, Youzishan Road, Dongba Street,

Gaochun District, Nanjing City


Jiangsu Province, China


 


If to the Company:


Room 1402, Richmake Commercial Building


198-200 Queen’s Road Central, Hong Kong


Attn: Board of Directors


 


Or to such other address as either party shall
have furnished to the other in writing in accordance herewith. Notices and communications shall be effective when delivered
to the addressee.


 


8.5 Withholding. The
Company may withhold from any amounts payable under the Agreement, such federal, state and local income, unemployment, social security
and similar employment related taxes and similar employment related withholdings as shall be required to be withheld pursuant to any applicable
law or regulation.


 


8.6 Severability. The
invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision
of this Agreement and any such provision which is not valid or enforceable in whole shall be enforced to the maximum extent permitted
by law.


 






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8.7 Captions. The captions
of this Agreement are not part of the provisions and shall have no force or effect.


 


8.8 Entire Agreement.
This Agreement contains the entire agreement among the parties concerning the subject matter hereof and supersedes all prior agreements,
understandings, discussions, negotiations and undertakings, whether written or oral, between the parties with respect thereto.


 


8.9 Survival. The respective
rights and obligations of the parties hereunder shall survive any termination of this Agreement or the Executive’s employment hereunder
to the extent necessary to the intended preservation of such rights and obligations.


 


8.10 Waiver. Either
Party’s failure to enforce any provision or provisions of this Agreement shall not in any way be construed as a waiver of any such provision
or provisions, or prevent that party thereafter from enforcing each and every other provision of this Agreement.


 


8.11 Successors. This
Agreement is personal to Executive and, without the prior express written consent of the Company, shall not be assignable by Executive.
This Agreement shall inure to the benefit of and be enforceable by Executive’s estate, heirs, beneficiaries, and/or legal representatives.
This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.


 


8.12 Joint Efforts/Counterparts.
Preparation of this Agreement shall be deemed to be the joint effort of the parties hereto and shall not be construed more severely against
any party. This Agreement may be signed in two or more counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same instrument.


 


8.13 Representation by
Counsel.  Each Party hereby represents that it has had the opportunity to be represented by legal counsel of its choice
in connection with the negotiation and execution of this Agreement.


 


IN WITNESS WHEREOF, the parties have executed
this Agreement as of the day and year first above written.


 


	EXECUTIVE:	 	ORIENTAL CULTURE HOLDING LTD
	 	 	 
	/s/ Xi Li               	 	/s/ Yi Shao                
	Xi Li	 	Yi Shao
	 	 	Chief Executive Officer


 


 


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