Exhibit
10.19


 


Executive
Employment Agreement


 


This
EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made as of the Effective Date (as hereinafter defined), by and between
[Graphjet Technology Ltd] (together with its successors and assigns, the “Company”), and Hoo Swee Guan (Malaysian
NRIC No. 820925-01-6869) (“Executive”). As the context of this Agreement so requires, Executive and the Company are
sometimes individually referred to herein as a “Party” and collectively as the “Parties.”


 


RECITALS


 


WHEREAS,
the Company desires to employ Executive, and Executive desires to be employed by the Company, as the Company’s Executive Director.


 


NOW,
THEREFORE, in consideration of the foregoing recitals, the mutual covenants and conditions herein, and other good and valuable consideration,
the receipt and adequacy of which is hereby acknowledged, the parties hereby agree as follows:


 


AGREEMENT


 


	1.	Employment
                                            and Term. The Company hereby agrees to employ Executive, and Executive hereby accepts
                                            employment by the Company, on the terms and conditions hereinafter set forth. Executive’s
                                            term of employment by the Company under this Agreement shall commence on the date of the
                                            closing of the sale and purchase of all issued and paid-up capital of Graphjet Technology
                                            Sdn. Bhd. by Energem Corp. and upon after successful listing of the Company to NASDAQ (“Effective
                                            Date”) and end on the date on which the term of employment is terminated in accordance
                                            with Section 5 (the “Term”). Executive’s employment with the Company
                                            shall be on a “contract of services” basis.



 


	2.	Position,
                                            Duties and Responsibilities, Location, and Commuting.



 


		(a)	Position
                                            and Duties. During the Term, the Company shall employ Executive as Executive Director.
                                            Executive shall report directly to, and subject to the specific direction of, the Company’s
                                            Board of Directors (the “Board”). Executive shall have general overall
                                            authority and responsibilities as set out in Schedule 1 of this Agreement . Executive
                                            shall also have such other duties, powers, and authority as are commensurate with his or
                                            her position as Executive Director and such other duties and responsibilities that are commensurate
                                            with his or her positions as specifically delegated to him or her from time to time by the
                                            Board.



 


		(b)	Exclusive
                                            Services and Efforts. Executive agrees to devote his or her efforts, energies, and skill
                                            to the discharge of the duties and responsibilities attributable to his or her position and,
                                            except as set forth herein, agrees to devote all of his or her professional time and attention
                                            to the business and affairs of the Company. Executive shall be entitled to engage in service
                                            on the board of directors of one (1) not-for-profit organization to the extent such service
                                            does not interfere with the performance of his or her duties and responsibilities to the
                                            Company, as determined by the Company in its sole reasonable discretion.



 






    	 



    	 



    

 


		(c)	Compliance
                                            with Company Policies. Executive shall be subject to the Bylaws, policies, practices,
                                            procedures and rules of the Company, including those policies and procedures set forth in
                                            the Company’s Code of Conduct and Ethics, all of which shall form an integral part
                                            of the terms of this Agreement. Executive’s violation of the terms of such documents
                                            shall be considered a breach of the terms of this Agreement.



 


		(d)	Location
                                            of Employment. Executive’s principal office, and principal place of employment,
                                            shall be at the Company’s offices in Malaysia; provided that Executive may be required
                                            under business circumstances to travel outside of such location in connection with performing
                                            his or her duties under this Agreement.



 


	3.	Salary
                                            and Incentives.



 


		(a)	Base
                                            Salary. During the Term, the Company shall pay to Executive an annual salary of USD $62,500
                                            (“Base Salary”). The Compensation Committee of the Board (the “Committee”)
                                            may increase or decrease the Base Salary, in its sole discretion, taking into account Company
                                            and individual performance objectives.



 


		(b)	Annual
                                            Cash Bonus. During the Term, Executive may be eligible to receive an annual cash bonus,
                                            on terms and conditions as determined by the Committee in its sole discretion taking into
                                            account Company and individual performance objectives.



 


		(c)	Transaction
                                            Incentive Bonus. The Executive may be eligible and receive a certain incentive bonus
                                            provided on terms and conditions as approved by the Committee, taking into account Company
                                            and Company growth objectives.



 


		(d)	Statutory
                                            Contributions & Monthly Tax Deduction. The Company
                                            shall make necessary statutory contribution to the Employees Provident Fund (EPF), the Social
                                            Security Organisation (SOCSO) and the Employee’s Insurance Scheme (EIS) in accordance
                                            with the prevailing statutory requirements. The Company shall deduct such sums as may be
                                            required from your monthly salary for the contribution of EPF, SOCSO, scheduled monthly income
                                            tax deductions (PCB) and other similar contributions and/or payments as required by law.
                                            



 


		(e)	Long-Term
                                            Incentive Award. During the Term, Executive shall be eligible to participate in the Company’s
                                            long-term incentive plan, on terms and conditions as determined by the Committee in its sole
                                            discretion taking into account Company and individual performance objectives.



 






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	4.	Employee
                                            Benefits and Perquisites.



 


		(a)	Benefits.
                                            Executive shall be entitled to participate in such health, group insurance, welfare,
                                            pension, and other employee benefit plans, programs, and arrangements as are made generally
                                            available from time to time to other employees of the Company, subject to Executive’s
                                            satisfaction of all applicable eligibility conditions of such plans, programs, and arrangements.
                                            Nothing herein shall be construed to limit the Company’s ability to amend or terminate
                                            any employee benefit plan or program in its sole discretion.



 


		(b)	Fringe
                                            Benefits, Perquisites, and Annual Leave. During the Term, Executive shall be entitled
                                            to participate in all fringe benefits and perquisites made available to other employees of
                                            the Company, subject to Executive’s satisfaction of all applicable eligibility conditions
                                            to receive such fringe benefits and perquisites. In addition, Executive shall be eligible
                                            for up to 14 days of Annual Leave (“Annual Leave”) per calendar year in
                                            accordance with the Company’s vacation and Annual Leave policy, inclusive of vacation
                                            days and excluding medical leaves and standard paid Company holidays, in the same manner
                                            as Annual Leave days for employees of the Company generally accrue.



 


		(c)	Reimbursement
                                            of Expenses. The Company shall reimburse Executive for all reasonable pre-approved business
                                            and travel expenses incurred in the performance of his or her job duties, promptly upon presentation
                                            of appropriate supporting documentation and otherwise in accordance with and subject to the
                                            expense reimbursement policy of the Company.



 


	5.	Termination.



 


		(a)	General.
                                            The Company may terminate Executive’s employment for any reason or no reason, and
                                            Executive may terminate his or her employment for any reason or no reason, in either case
                                            subject only to the terms of this Agreement; provided, however, that the Company and the
                                            Executive is required to provide to the other party at least sixty (60) days’ written
                                            notice of intent to terminate employment for any reason unless the Company specifies an earlier
                                            date of termination or in lieu thereof, payment in lieu of such notice. For purposes of this
                                            Agreement, the following terms have the following meanings:



 


		(i)	“Accrued
                                            Benefits” shall mean: (i) accrued but unpaid Base Salary through the Termination
                                            Date; (ii) reimbursement for any unreimbursed pre-approved reasonable business expenses incurred
                                            through the Termination Date; (iii) accrued but unused Annual Leave days; and (iv) all other
                                            payments, benefits, or fringe benefits to which Executive shall be entitled as of the Termination
                                            Date under the terms of any applicable compensation arrangement or benefit, equity, or fringe
                                            benefit plan or program or grant; all payable within thirty (30) days following the Termination
                                            Date.



 






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		(ii)	“Cause”
                                            shall mean: (i) a breach by Executive of his or her fiduciary duties to the Company; (ii)
                                            Executive’s breach of this Agreement, which, if curable, remains uncured or continues
                                            after ten days’ notice by the Company thereof; (iii) the commission of (A) any crime
                                            constituting a felony in the jurisdiction in which committed, (B) any crime involving moral
                                            turpitude (whether or not a felony), or (C) any other criminal act involving embezzlement,
                                            misappropriation of money, fraud, theft, or bribery (whether or not a felony); (iv) illegal
                                            or controlled substance abuse or insobriety by Executive; (v) Executive’s material
                                            negligence or dereliction in the performance of, or failure to perform Executive’s
                                            duties of employment with the Company, which remains uncured or continues after ten days’
                                            notice by the Company thereof; (vi) Executive’s refusal or failure to carry out a lawful
                                            directive of the Company or any member of the Board or any of their respective designees,
                                            which directive is consistent with the scope and nature of Executive’s responsibilities;
                                            or (vii) any conduct, action or behavior by Executive that is, or is reasonably expected
                                            to be, materially damaging to the Company, whether to the business interests, finance or
                                            reputation. In addition, Executive’s employment shall be deemed to have terminated
                                            for Cause if, on the date Executive’s employment terminates, facts and circumstances
                                            exist that would have justified a termination for Cause, even if such facts and circumstances
                                            are discovered after such termination.



 


		(iii)	“Just
                                            Cause” shall mean a material breach by the Company of its obligations under this
                                            Agreement, upon which Executive notifies the Board in writing of such material breach within
                                            thirty (30) days of such occurrence and such material breach shall have not been cured within
                                            thirty (30) days after the Board’s receipt of written notice thereof from Executive.



 


		(iv)	“Termination
                                            Date” shall mean the date on which Executive’s employment hereunder terminates
                                            in accordance with this Agreement.



 


		(b)	Termination
                                            Without Cause or Termination by Executive for Just Cause. In the event that Executive’s
                                            employment hereunder is terminated by the Company without Cause or by Executive for Just
                                            Cause, Executive shall be entitled to receive the Accrued Benefits. In addition, commencing
                                            on the first payroll date following the date that is sixty (60) days following the Termination
                                            Date, the Company shall continue to pay Executive his or her Base Salary, in accordance with
                                            customary payroll practices and subject to applicable withholding, statutory contributions
                                            and income taxes (the “Severance Payments”), for [six (6) months] (the
                                            “Severance Period”); provided, however, that the Severance Payments shall
                                            be conditioned upon the execution, non-revocation, and delivery of a general release of claims
                                            by Executive, in a form reasonably satisfactory to the Company, within sixty (60) days following
                                            the Termination Date. In the event that Executive fails to timely execute and deliver such
                                            a release, the Company shall have no obligation to pay Severance Payments under this Agreement.



 






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		(c)	All
                                            Other Terminations. In the event that Executive’s employment hereunder is terminated
                                            by the Company for Cause, by Executive without Just Cause, or due to Executive’s death
                                            or disability, Executive shall be entitled to receive the Accrued Benefits.



 


		(d)	Return
                                            of Company Property. Upon termination of Executive’s employment for any reason
                                            or under any circumstances, Executive shall promptly return any and all of the property of
                                            the Company and any affiliates (including, without limitation, all computers, keys, credit
                                            cards, identification tags, documents, data, confidential information, work product, and
                                            other proprietary materials).



 


		(e)	Post-Termination
                                            Cooperation. Executive agrees and covenants that, following the Term, he or she shall,
                                            to the extent requested by the Company, cooperate in good faith with the Company to assist
                                            the Company in the pursuit or defense of (except if Executive is adverse with respect to)
                                            any claim, administrative charge, or cause of action by or against the Company as to which
                                            Executive, by virtue of his or her employment with the Company or any other position that
                                            Executive holds that is affiliated with or was held at the request of the Company, has relevant
                                            knowledge or information, including by acting as the Company’s representative in any
                                            such proceeding and, without the necessity of a subpoena, providing truthful testimony in
                                            any jurisdiction or forum. The Company shall reimburse Executive for his or her reasonable
                                            out-of-pocket expenses incurred in compliance with this Section.



 


	6.	Other
                                            Tax Matters & Statutory Contributions.



 


		(a)	The
                                            Company shall be entitled to withhold and make payment/ contribution of all applicable federal,
                                            state, and local taxes, social security, EPF, SOCSO workmen’ compensation contributions,
                                            EIS and other statutory contributions as may be required by law with respect to compensation
                                            payable to Executive pursuant to this Agreement.



 


		(b)	Notwithstanding
                                            anything herein to the contrary, this Agreement is intended to be interpreted and applied
                                            so that the payment of the benefits set forth herein shall comply with the requirements regarding
                                            the deferred annuity under the Income Tax Act 1967, as amended (the “ITA 1967”).



 


		(c)	All
                                            reimbursements and in-kind benefits provided under this Agreement shall be made or provided
                                            in accordance with the requirements of ITA 1967. To the extent that any reimbursements are
                                            taxable to Executive, such reimbursements shall be paid to Executive on or before the last
                                            day of Executive’s taxable year following the taxable year in which the related expense
                                            was incurred. Reimbursements shall not be subject to liquidation or exchange for another
                                            benefit and the amount of such reimbursements that Executive receives in one taxable year
                                            shall not affect the amount of such reimbursements that Executive receives in any other taxable
                                            year.



 






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	7.	Non-Solicitation.



 


		(a)	Beginning
                                            on the date hereof and through the date that is five (5) years following the Termination
                                            Date (the “Restricted Period”), Executive will not, and will cause his
                                            or her affiliates not to, directly or indirectly, through or in association with any third
                                            party (1) call on, solicit, or service, engage or contract with, or take any action which
                                            may interfere with, impair, subvert, disrupt, or alter the relationship, contractual or otherwise,
                                            between the Company and any current or prospective customer, supplier, distributor, developer,
                                            service provider, licensor, or licensee or other material business relation of the Company,
                                            (2) divert or take away the business or patronage (with respect to products or services of
                                            the kind or type developed, produced, marketed, furnished, or sold by the Company) of any
                                            of the clients, customers, or accounts, or prospective clients, customers, or accounts, of
                                            the Company or (3) attempt to do any of the foregoing, either for Executive’s own purposes
                                            or for any other third party.



 


		(b)	During
                                            the Restricted Period, Executive will not, and will cause his or her affiliates not to, directly
                                            or indirectly, through or in association with any third party (1) solicit, induce, recruit,
                                            or encourage any employees or independent contractors of or consultants to the Company to
                                            terminate their relationship with the Company or take away or hire such employees, independent
                                            contractors, or consultants or (2) attempt to do any of the foregoing, either for Executive’s
                                            own purposes or for any other third party.



 


	8.	Nondisclosure
                                            and Nonuse of Confidential Information.



 


		(a)	Executive
                                            acknowledges that: (i) the Confidential Information (as hereinafter defined) is a valuable,
                                            special, and unique asset of the Company, the unauthorized disclosure or use of which could
                                            cause substantial injury and loss of profits and goodwill to the Company; (ii) Executive
                                            is in a position of trust and subject to a duty of loyalty to the Company, and (iii) by reason
                                            of his or her employment and service to the Company, Executive will have access to the Confidential
                                            Information. Executive, therefore, acknowledges that it is in the Company’s legitimate
                                            business interest to restrict Executive’s disclosure or use of Confidential Information
                                            for any purpose other than in connection with Executive’s performance of Executive’s
                                            duties for the Company, and to limit any potential misappropriation of such Confidential
                                            Information by Executive.



 






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		(b)	Executive
                                            will not disclose or use at any time, either during the Term or thereafter, any Confidential
                                            Information (as hereinafter defined) of which Executive is or becomes aware, whether or not
                                            such information is developed by him or her, except to the extent that such disclosure or
                                            use is directly related to and required by Executive’s performance in good faith of
                                            duties assigned to Executive by the Company or has been expressly authorized by the Board;
                                            provided, however, that this sentence shall not be deemed to prohibit Executive from complying
                                            with any subpoena, order, judgment, or decree of a court or governmental or regulatory agency
                                            of competent jurisdiction (an “Order”); provided, further, however, that
                                            (i) Executive agrees to provide the Company with prompt written notice of any such Order
                                            and to assist the Company, at the Company’s expense, in asserting any legal challenges
                                            to or appeals of such Order that the Company in its sole discretion pursues, and (ii) in
                                            complying with any such Order, Executive shall limit his or her disclosure only to the Confidential
                                            Information that is expressly required to be disclosed by such Order. Executive will take
                                            all appropriate steps to safeguard Confidential Information and to protect it against disclosure,
                                            misuse, espionage, loss, and theft. Executive shall deliver to the Company at the Termination
                                            Date, or at any time the Company may request, all memoranda, notes, plans, records, reports,
                                            electronic information, files and software, and other documents and data (and copies thereof)
                                            relating to the Confidential Information or the Work Product (as hereinafter defined) of
                                            the business of the Company which Executive may then possess or have under his or her control.



 


		(c)	As
                                            used in this Agreement, the term “Confidential Information” means information
                                            that is not generally known to the public (including the existence and content of this Agreement)
                                            and that is used, developed, or obtained by the Company in connection with its business,
                                            including, but not limited to, information, observations, and data obtained by Executive
                                            while employed by the Company or any predecessors thereof (including those obtained prior
                                            to the date of this Agreement) concerning (i) the business or affairs of the Company (or
                                            such predecessors), (ii) products or services, (iii) fees, costs and pricing structures,
                                            (iv) designs, (v) analyses, (vi) drawings, photographs and reports, (vii) computer software
                                            and hardware, including operating systems, applications and program listings, (viii) flow
                                            charts, manuals and documentation, (ix) databases and data, (x) accounting and business methods,
                                            (xi) inventions, devices, new developments, methods, and processes, whether patentable or
                                            unpatentable and whether or not reduced to practice, (xii) customers and clients (and all
                                            information with respect to such persons) and customer or client lists, (xiii) suppliers
                                            (and all information with respect to such persons) or supplier lists, (xiv) other copyrightable
                                            works, (xv) all production methods, processes, technology, and trade secrets, and (xvi) all
                                            similar and related information in whatever form. Confidential Information will not include
                                            any information that has been published in a form generally available to the public prior
                                            to the date Executive proposes to disclose or use such information. Confidential Information
                                            will not be deemed to have been published merely because individual portions of the information
                                            have been separately published, but only if all material features comprising such information
                                            have been published in combination.



 






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	9.	Property;
                                            Inventions and Patents.



 


		(a)	Property.
                                            Executive agrees that all inventions, innovations, improvements, technical information,
                                            systems, software developments, methods, designs, analyses, drawings, reports, service marks,
                                            trademarks, trade names, logos, products, equipment, and all similar or related information
                                            and materials (whether patentable or unpatentable) (collectively, “Inventions”)
                                            which relate to the Company’s actual or anticipated business, research and development,
                                            or existing or future products or services and which are conceived, developed, or made by
                                            Executive (whether or not during usual business hours and whether or not alone or in conjunction
                                            with any other person) while employed (and for the Restricted Period if and to the extent
                                            such Inventions result from any work performed for the Company, any use of the Company’s
                                            premises or property or any use of the Company’s Confidential Information) by the Company
                                            (including those conceived, developed, or made prior to the date of this Agreement) together
                                            with all patent applications, letters patent, trademark, brands, tradename and service mark
                                            applications or registrations, copyrights, and reissues thereof that may be granted for or
                                            upon any of the foregoing (collectively referred to herein as, the “Work Product”),
                                            belong in all instances to such member of the Company. Executive will promptly disclose such
                                            Work Product to the Company and perform all actions reasonably requested by the Company (whether
                                            during or after the Term) to establish and confirm the Company’s ownership of such
                                            Work Product (including, without limitation, the execution and delivery of assignments, consents,
                                            powers of attorney, and other instruments) and to provide reasonable assistance to the Company
                                            (whether during or after the Term) in connection with the prosecution of any applications
                                            for patents, trademarks, brands, trade names, service marks, or reissues thereof or in the
                                            prosecution or defense of interferences relating to any Work Product. Executive recognizes
                                            and agrees that the Work Product, to the extent copyrightable, constitutes works for hire
                                            under the copyright laws of the United States and Malaysia and that to the extent Work Product
                                            constitutes works for hire, the Work Product is the exclusive property of the Company, and
                                            all right, title, and interest in the Work Product vests in the Company. To the extent Work
                                            Product is not works for hire, the Work Product, and all of Executive’s right, title,
                                            and interest in Work Product, including without limitation every priority right, is hereby
                                            assigned to the Company.



 


		(b)	Cooperation.
                                            Executive shall, during the Term and at any time thereafter, assist and cooperate fully
                                            with the Company in obtaining for the Company the grant of certificate of patent, copyrights,
                                            and any other intellectual property rights relating to the Work Product in the United States
                                            and Malaysia and/or such other countries as the Company may designate. With respect to Work
                                            Product, Executive shall, during the Term and at any time thereafter, execute all applications,
                                            statements, instruments of transfer, assignment, conveyance or confirmation, or other documents,
                                            furnish all such information to the Company and take all such other appropriate lawful actions
                                            as the Company requests that are necessary to establish the Company’s ownership of
                                            such Work Product. Executive will not assert or make a claim of ownership of any Work Product,
                                            and Executive will not file any applications for patents or copyright or trademark registration
                                            relating to any Work Product.



 






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		(c)	No
                                            Designation as Inventor; Waiver of Moral Rights. Executive agrees that the Company shall
                                            not be required to designate Executive as the inventor or author of any Work Product. Executive
                                            hereby irrevocably and unconditionally waives and releases, to the extent permitted by applicable
                                            law, all of Executive’s rights to such designation and any rights concerning future
                                            modifications to any Work Product. To the extent permitted by applicable law, Executive hereby
                                            waives all claims to moral rights in and to any Work Product.



 


		(d)	Pre-Existing
                                            and Third-Party Materials. Executive will not, in the course of employment with the Company,
                                            incorporate into or in any way use in creating any Work Product any pre-existing invention,
                                            improvement, development, concept, discovery, works, or other proprietary right or information
                                            owned by Executive or in which Executive has an interest without the Company’s prior
                                            written permission. Executive hereby grants the Company a nonexclusive, royalty-free, fully-paid,
                                            perpetual, irrevocable, sublicensable, worldwide license to make, have made, modify, use,
                                            sell, copy, and distribute, and to use or exploit in any way and in any medium, whether or
                                            not now known or existing, such item as part of or in connection with such Work Product.
                                            Executive will not incorporate any invention, improvement, development, concept, discovery,
                                            intellectual property, or other proprietary information owned by any party other than Executive
                                            into any Work Product without the Company’s prior written permission.



 


		(e)	Attorney-in-Fact.
                                            Executive hereby irrevocably designates and appoints the Company and its duly authorized
                                            officers and agents as Executive’s agent and attorney-in-fact, to act for and on Executive’s
                                            behalf to execute and file any such applications and to do all other lawfully permitted acts
                                            to further the prosecution and issuance of patents, copyright, trademark, and mask work registrations
                                            with the same legal force and effect as if executed by Executive, if the Company is unable
                                            because of Executive’s unavailability, dissolution, mental or physical incapacity,
                                            or for any other reason, to secure Executive’s signature for the purpose of applying
                                            for or pursuing any application for any United States, Malaysia or foreign patents or mask
                                            work or copyright or trademark registrations covering the Work Product owned by the Company
                                            pursuant to this Section.



 


	10.	Enforcement.
                                            Because Executive’s services are special, unique, and extraordinary and because
                                            Executive has access to Confidential Information and Work Product, the parties hereto agree
                                            that money damages would be an inadequate remedy for any breach of this Agreement. Therefore,
                                            in the event of a breach or threatened breach of this Agreement, the Company, or any of its
                                            successors or assigns may, in addition to other rights and remedies existing in their favor
                                            at law or in equity, apply to any court of competent jurisdiction for specific performance
                                            and/or injunctive or other relief in order to enforce, or prevent any violations of, the
                                            provisions hereof (without posting a bond or other security).



 






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	11.	Assurances
                                            by Executive. Executive represents and warrants to the Company that he or she may enter
                                            into and fully perform all of his or her obligations under this Agreement and as an employee
                                            of the Company without breaching, violating, or conflicting with (i) any judgment, order,
                                            writ, decree, or injunction of any court, arbitrator, government agency, or other tribunal
                                            that applies to Executive or (ii) any agreement, contract, obligation, or understanding to
                                            which Executive is a party or may be bound.



 


	12.	Termination
                                            or Repayment of Severance Payments. In addition to the foregoing, and not in any way
                                            in limitation thereof, or in limitation of any right or remedy otherwise available to the
                                            Company, if Executive violates any provision of this Agreement, any obligation of the Company
                                            to pay Severance Payments shall be terminated and of no further force or effect, and Executive
                                            shall promptly repay to the Company any Severance Payments previously made to Executive,
                                            in each case, without limiting or affecting Executive’s obligations under this Agreement
                                            the Company’s other rights and remedies available at law or equity.



 


	13.	Notices.
                                            Except as otherwise specifically provided herein, any notice, consent, demand, or other
                                            communication to be given under or in connection with this Agreement shall be in writing
                                            and shall be deemed duly given when delivered personally, when transmitted by facsimile transmission,
                                            one day after being deposited with Federal Express, registered post or other nationally recognized
                                            overnight delivery service, or three days after being mailed by first class mail, charges
                                            or postage prepaid, properly addressed, if to the Company, at its principal office, and,
                                            if to Executive, at his or her address set forth following his or her signature below. Either
                                            party may change such address from time to time by notice to the other.



 


	14.	Governing
                                            Law. This Agreement shall be governed by and construed and interpreted in accordance
                                            with the laws of Malaysia, without giving effect to any choice of law rules or other conflicting
                                            provision or rule that would cause the laws of any jurisdiction to be applied



 


In
the event of any contest or dispute relating to this Agreement or the termination of Executive’s employment hereunder, each of
the parties shall bear its own costs and expenses.


 


	15.	Amendments;
                                            Waivers. This Agreement may not be modified or amended or terminated except by an instrument
                                            in writing, signed by Executive and a duly authorized representative of the Company (other
                                            than Executive). By an instrument in writing similarly executed (and not by any other means),
                                            either party may waive compliance by the other party with any provision of this Agreement
                                            that such other party was or is obligated to comply with or perform; provided, however, that
                                            such waiver shall not operate as a waiver of, or estoppel with respect to, any other or subsequent
                                            failure. No failure to exercise and no delay in exercising any right, remedy, or power hereunder
                                            shall operate as a waiver thereof, nor shall any single or partial exercise of any right,
                                            remedy, or power hereunder preclude any other or further exercise thereof or the exercise
                                            of any other right, remedy, or power provided herein or by law or in equity. To be effective,
                                            any written waiver must specifically refer to the condition(s) or provision(s) of this Agreement
                                            being waived.



 






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	16.	Inconsistencies.
                                            In the event of any inconsistency between any provision of this Agreement and any provision
                                            of any Company arrangement, the provisions of this Agreement shall control, unless Executive
                                            and the Company otherwise agree in a writing that expressly refers to the provision of this
                                            Agreement that is being waived.



 


	17.	Assignment.
                                            This Agreement is personal to Executive and without the prior written consent of the
                                            Company shall not be assignable by Executive. The obligations of Executive hereunder shall
                                            be binding upon Executive’s heirs, administrators, executors, assigns, and other legal
                                            representatives. This Agreement shall be binding upon and shall inure to the benefit of and
                                            be enforceable by the Company’s successors and assigns.



 


	18.	Voluntary
                                            Execution; Representations. Executive acknowledges that (a) he or she has consulted with
                                            or has had the opportunity to consult with independent counsel of his or her own choosing
                                            concerning this Agreement and has been advised to do so by the Company, and (b) he or she
                                            has read and understands this Agreement, is competent and of sound mind to execute this Agreement,
                                            is fully aware of the legal effect of this Agreement, and has entered into it freely based
                                            on his or her own judgment and without duress.



 


	19.	Headings.
                                            The headings of the Sections and subsections contained in this Agreement are for convenience
                                            only and shall not be deemed to control or affect the meaning or construction of any provision
                                            of this Agreement.



 


	20.	Construction.
                                            The language used in this Agreement shall be deemed to be the language chosen by the
                                            parties to express their mutual intent, and no rule of strict construction shall be applied
                                            against any party.



 


	21.	Beneficiaries/References.
                                            Executive shall be entitled, to the extent permitted under applicable law, to select
                                            and change a beneficiary or beneficiaries to receive any compensation or benefit hereunder
                                            following Executive’s death by giving written notice thereof. In the event of Executive’s
                                            death or a judicial determination of his or her incompetence, references in this Agreement
                                            to Executive shall be deemed, where appropriate, to refer to his or her beneficiary, estate,
                                            or other legal representative.



 


	22.	Survivorship.
                                            Except as otherwise set forth in this Agreement, the respective rights and obligations
                                            of the parties shall survive any termination of Executive’s employment.



 






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	23.	Severability.
                                            It is fully the desire and intent of the parties hereto that the provisions of this Agreement
                                            be enforced as permissible under the laws and public policies applied in each jurisdiction
                                            in which enforcement is sought. Accordingly, if any particular provision of this Agreement
                                            shall be adjudicated by a court of competent jurisdiction or arbitrator to be invalid, prohibited,
                                            or unenforceable for any reason, such provision, as to such jurisdiction, shall be ineffective,
                                            without invalidating the remaining provisions of this Agreement or affecting the validity
                                            or enforceability of such provision in any other jurisdiction. Notwithstanding the foregoing,
                                            if such provision could be more narrowly drawn so as not to be invalid, prohibited, or unenforceable
                                            in such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without invalidating
                                            the remaining provisions of this Agreement or affecting the validity or enforceability of
                                            such provision in any other jurisdiction.



 


	24.	Right
                                            of Set Off. In the event of a breach by Executive of the provisions of this Agreement,
                                            the Company is hereby authorized at any time and from time to time, to the fullest extent
                                            permitted by law, and after ten days prior written notice to Executive, to set off and apply
                                            any and all amounts at any time held by the Company on behalf of Executive and all indebtedness
                                            at any time owing by the Company to Executive against any and all of the obligations of Executive
                                            now or hereafter existing.



 


	25.	Counterparts.
                                            This Agreement may be executed in any number of counterparts, each of which shall be
                                            deemed an original, but all such counterparts shall together constitute one and the same
                                            instrument. Signatures delivered by facsimile or PDF shall be effective for all purposes.



 


	26.	Entire
                                            Agreement. This Agreement contains the entire agreement of the parties and supersedes
                                            all prior or contemporaneous negotiations, correspondence, understandings and agreements
                                            between the parties, regarding the subject matter of this Agreement.



 


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	GRAPHJET
    TECHNOLOGY LTD 	 
	 	 	 
	By:	 	 
	 	LEE
    PING WEI	 
	 	 	 
	Title:	Chief
    Executive Officer	 


 


EXECUTIVE:


 


	By:	 	 
	 	HOO
    SWEE GUAN 	 


 


[Signature
Page to Employment Agreement]


 






    	 



    	 



    

 


SCHEDULE
1 


 


Duties
and Responsibilities


 


The
duties and responsibilities of the Executive are as follows: -


 


	i.	Reports
                                            to and assists Chief Executive Officer (CEO).



 


	ii.	Assist
                                            the Board to develop a vision and strategic plan to guide the organization;



 


	iii.	Acts
                                            as a professional advisor to the Board on all aspects of the Company’s activities;



 


	iv.	Review
                                            and revise existing policies and procedures and provide consultation to the Board if new
                                            policies are required;



 


	v.	Monitor
                                            policies and procedures for effectiveness and compliance;



 


	vi.	Ensure
                                            that the operation of the company meets the expectations of its clients and the Board;



 


	vii.	Oversees
                                            the planning, implementation and evaluation of the Company’s operation; and



 


	viii.	Identify
                                            and evaluate the risks to the organization’s clients, staff, management, volunteers,
                                            property, finances, goodwill and image and implement measures to control risks.