Exhibit
10.17


 


EMPLOYMENT
AGREEMENT


 


EMPLOYMENT AGREEMENT effective as of April 1, 2004 (the
“Commencement Date”) by and between SCL Ventures, Ltd. (the “Company” or “SCL”)
and Jack Chin (the “Executive”) (this “Agreement”).


 


The parties hereto wish to enter into an employment agreement on the
terms and conditions set forth below. 
Accordingly, in consideration of the premises and the respective
covenants and agreements of the parties herein contained, and intending to be
legally bound hereby, the parties hereto agree as follows:


 


1.               Term.  The Executive’s
employment under this Agreement shall commence on the Commencement Date and
shall end, unless terminated earlier pursuant to Section 4, at the close
of business on March 30, 2005 (the “Term”).


 


2.               Title, Duties and Authority. 
The Executive shall serve as Vice President, Business Development of the
Company, and shall have such responsibilities and duties (consistent with the
Executive’s position as Vice President, Business Development of the Company) as
may from time to time be assigned to the Executive by the board of directors of
the Company (the “Board”), and shall have all of the powers and duties usually
incident to such offices.  In addition,
throughout the Term, the Executive shall serve as a member of the Board.  The Executive shall devote substantially all
of his working time and efforts to the business and affairs of the Company,
except for vacations, illness and incapacity; provided, however,
that the Executive may serve on the boards of directors of non-public companies
and charitable organizations and may devote reasonable time to charitable and
civic organizations, in all cases provided that the performance of his duties
and responsibilities on such boards and in such service does not interfere substantially
with the performance of his duties and responsibilities under this Agreement.


 


3.               Compensation and Benefits.


 


(a)          Base Salary.  During the Term, but solely after the date
as of which the Company has raised, during the period commencing on the Commencement
Date, the sum of Ten Million Dollars ($10,000,000), the Company shall pay the
Executive a base salary (“Base Salary) at the rate of One Hundred Thousand
Dollars ($100,000) per annum, payable in accordance with the Company’s regular
payroll practices.


 


(b)         Employee Health and
Dental Benefits.  The
Executive shall be entitled to participate in the Company’s employee health and
dental benefits plan during the Term, as such plan may be in effect from time
to time.


 


(c)          Expenses.  The Executive shall be entitled to receive
prompt reimbursement of his expenses incurred in the performance of his
employment hereunder upon his submission to the Company of reasonable and
customary expense claims to the Company, in accordance with the Company’s
procedures for expense reimbursement.


 


(d)         Vacations.  The Executive shall be entitled to two (2)
weeks paid vacation during the Term with no right to carry over unused days.


 


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(e)          Sick
Pay.  The Executive shall be entitled
to five (5) paid sick days during the Term, with no right to carry over unused
days.


 


4.               Termination. 
The Executive’s employment hereunder with the Company may be terminated
under the following circumstances:


 


Death or Disability.  If the Executive
shall die or become disabled during the Term, the Company may terminate the
Executive’s employment hereunder for death or “Disability,” as applicable.  For purposes of this Agreement, the
Executive’s “Disability” shall be determined in the sole discretion of the
Board.


 


(a)                                  Cause.  The Company may terminate the Executive’s
employment hereunder for Cause.  For
purposes of this Agreement, the Company shall have “Cause” to terminate the
Executive’s employment hereunder upon:


 


(i)                                     the failure by the Executive to
substantially perform the Executive’s duties hereunder (other than any such
failure resulting from the Executive’s Disability which shall be subject to the
provisions of Section 4(a));


 


(ii)                                  the willful violation by the Executive of
any of the Executive’s material obligations hereunder;


 


(iii)                               the willful engaging by the Executive in
misconduct which is materially injurious to the business or reputation of the
Company or any of its affiliates; or


 


(iv)                              the Executive’s conviction of a felony.


 


Notwithstanding the foregoing, the Executive shall not be terminated
for Cause without:


 


(A)                              delivery of a written
notice to the Executive setting forth the reasons for the Company’s intention
to terminate the Executive’s employment hereunder for Cause;


 


(B)                                the failure of the
Executive to cure the nonperformance, violation or misconduct described in the
notice referred to in clause (A) of this paragraph, if cure thereof is
possible, to the reasonable satisfaction of the Board, within fifteen (15) days
of the Executive’s receipt of such notice; and


 


(C)                                an opportunity for the
Executive, together with the Executive’s counsel, to be heard before the Board.


 


(b)                                 Without Cause.  The Company may terminate the Executive’s
employment hereunder without Cause.


 


(c)                                  Resignation.  The Executive may terminate the Executive’s
employment hereunder by his resignation.


 


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5.               Compensation upon Termination.


 


(a)          Death or Disability.  If the Executive’s employment with the
Company hereunder is terminated on account of the Executive’s death or
Disability pursuant to Section 4(a), the Company shall as soon as
practicable pay to the Executive or the Executive’s estate, as applicable, or
as may be directed by the legal representatives of the Executive or the
Executive’s estate, as applicable, any Base Salary accrued and due to the
Executive under Section 3(a) through the date of the Executive’s death or
termination for Disability, as applicable. 
Other than the foregoing, the Company shall have no further obligations
to the Executive hereunder.


 


(b)         By the Company for
Cause or By the Executive. 
If the Executive’s employment with the Company hereunder is terminated
by the Company for Cause pursuant to Section 4(b) or by the Executive
pursuant to Section 4(d), the Company shall as soon as practicable pay the
Executive any Base Salary accrued and due to the Executive under
Section 3(a) through the Executive’s date of termination.  Other than the foregoing, the Company shall
have no further obligations to the Executive hereunder.


 


(c)          Termination By the
Company Without Cause. 
If the Company shall terminate the Executive’s employment hereunder
without Cause pursuant to Section 4(c), then the Company shall:


 


(i)                                     as soon as practicable pay the Executive
any Base Salary accrued and due to the Executive under Section 3(a)
through his date of termination;


 


(ii)                                  continue to pay the
Executive his Base Salary in effect as of his date of termination for the
lesser of the then remainder of the Term or one (1) year (or until such earlier
time that the Executive violates the provisions of Section 6(a)), at the
times such payments would otherwise have been made under Section 3(a); and


 


(iii)                               provide the Executive for the lesser of
the then remainder of the Term or one (1) year (or until such earlier time that
the Executive violates the provisions of Section 6(a)), with continued
participation in the Company’s employee health and dental benefit plan, to the
extent that such a plan shall then continue to be in effect.


 


Other than the foregoing, the Company shall have no further obligations
to the Executive hereunder.


 


6.                                       Restrictive Covenant.


 


(a)                                  Reasonable Covenant.  It is expressly understood by and between
the Company and the Executive that the covenant contained in Section 6(b)
is an essential element of this Agreement and that but for the agreement by the
Executive to comply with such covenant and thereby not to diminish the value of
the organization and goodwill of the Company or any affiliate or subsidiary of
the Company, including relations with their employees, clients, customers and
accounts, the Company would not enter into this Agreement.  The Executive has independently consulted
with his legal counsel and after such consultation agrees that such covenant is
reasonable and proper.


 


(b)                                 Nondisclosure of
Confidential Information. 
The Executive shall keep secret and confidential and shall not disclose
to any third party in any fashion or for any purpose whatsoever, any
information regarding this Agreement, or any other information regarding the
Company or its affiliates or subsidiaries which is not available to the general
public, and/or not generally known outside the Company or any such affiliate or
subsidiary, to which he has or shall have had access at any time during the
course of his employment with the Company, including, without limitation, any
information relating to the Company’s (and its affiliates’ or subsidiaries’):


 


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(i)                                     business, operations, plans, strategies,
prospects or objectives;


 


(ii)                                  products, technologies, processes,
specifications, research and development operations and plans;


 


(iii)                               customers and customer lists;


 


(iv)                              distribution, sales, service, support and
marketing practices and operations;


 


(v)                                 financial condition and results of
operations;


 


(vi)                              operational strengths and weaknesses; and


 


(vii)                           personnel and compensation policies and
procedures.


 


Notwithstanding the foregoing provisions of this Section 6, the
Executive may discuss this Agreement with the members of his immediate family
and with his personal legal and tax advisors and may disclose the existence of
his employment with the Company to any third party.


 


(c)                                  Specific Performance.  Without intending to limit the remedies available
to the Company or its affiliates or subsidiaries, the Executive hereby agrees
that damages at law would be an insufficient remedy to the Company or its
affiliates or subsidiaries in the event that the Executive violates any of the
provisions of this Section 6 or of the following Section 7, and that,
in addition to money damages, the Company or its affiliates or subsidiaries may
apply for and, upon the requisite showing, have injunctive relief in any court
of competent jurisdiction to restrain the breach or threatened breach of or
otherwise to specifically enforce the covenants contained in Section 6 (b)
and Sections 7 (b), (c) and (d).


 


7.                                       Matters Relating to Ocean International
Holdings Limited.


 


(a)                                  Share
Held as Nominee.  In accordance with
the laws of the Hong Kong Special Administrative Region of the People’s
Republic of China (“Hong Kong”) and at the direction of and on behalf of SCL,
the Executive has purchased one (1) share of stock (the “Share”) of Ocean
International Holdings Limited, a company incorporated in Hong Kong (“OIHL”),
issued in the name of the Executive, as nominee for SCL, pursuant to that
certain Purchase and Sale Agreement, dated as of August 26, 2004, by and
among SCL, the Executive and the shareholders of OIHL.


 


(b)                                 Restriction
on Transfer.  The Executive shall
not sell, exchange, assign, transfer, pledge, hypothecate or otherwise dispose
of the Share or a portion thereof (whether voluntary or involuntary and other
than by operation of law), directly or indirectly, to another person (a
“Transfer”) without the prior written consent of SCL.  Moreover, neither the Share nor any portion thereof may be
Transferred unless the transferee executes and delivers to SCL an instrument
pursuant to which it agrees to be bound by the terms of this Section 7. In
addition, and notwithstanding anything to the contrary contained herein, the
Executive may not Transfer all or any portion of the Share unless such Transfer
is in accordance with the laws of Hong Kong.


 


(c)                                  Voting
Rights.  The Executive agrees that
in connection with any matter with respect to which the stockholders of OIHL
are required, entitled to or otherwise provided the right or opportunity to
vote or consent, the Executive shall consult and confer with SCL and shall at
all times vote his Share or consent or withhold consent or otherwise act,
strictly in the manner directed by SCL. 
The Executive’s


 


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obligation hereunder shall apply with respect to the Share and any
other capital stock and securities of OIHL held by the Executive that have
voting power or otherwise are entitled to vote, consent or act with respect to
any matter.


 


(d)                                 Drag-Along
Rights.  If SCL desires to sell all
or any portion of the shares of OIHL held by SCL to a third party, the
Executive agrees to (i) sell his Share, if requested, on the same terms and
conditions of sale on which the shares of OIHL held by SCL are to be sold in
such transaction and (ii) take all reasonably necessary and desirable actions
in connection with the consummation of such transaction, including the
execution of such agreements and such instruments and other actions reasonably
necessary and desirable to provide the representations, warranties,
indemnities, covenants, conditions, escrow agreements and other provisions and
agreements relating to such transaction.


 


8.                                       Successors.  This Agreement
cannot be assigned by any of the parties hereto without the prior written
consent of the other party hereto, except that it shall be binding automatically
on any successors and assigns of all or substantially all of the business
and/or assets of the Company (whether direct or indirect, by purchase, merger,
consolidation or otherwise).


 


9.                                       Arbitration. 
Except as provided in Section 6(c), all controversies, claims or
disputes arising out of or relating to this Agreement shall be settled by
binding arbitration under the rules of the American Arbitration Association, as
the sole and exclusive remedy of either party, and judgment upon such award
rendered by the arbitrators(s) may be entered in any court of competent
jurisdiction.  The costs of arbitration
shall be borne by the unsuccessful party or otherwise as determined by the
arbitrators in their discretion.


 


10.                                 Governing Law. 
The validity, interpretation, construction and performance of this
Agreement shall be governed by the laws of the State of Delaware without regard
to conflicts of law principles.


 


11.                                 Amendments.  No provision of
this Agreement may be modified, waived or discharged unless such waiver,
modification or discharge is agreed to in writing signed by the Executive and
such officers of the Company as may be specifically designated for such purpose
by the Board.


 


12.                                 Entire Agreement. 
This Agreement sets forth the entire agreement of the parties hereto in
respect of the subject matter contained herein and supersedes all prior
agreements, promises, covenants, arrangements, communications, representations
or warranties, whether oral or written, by any officer, employee or
representative of any party hereto.


 


13.                                 Survival.  The obligations
of the parties hereto contained in Sections 5, 6, 7 and 9 shall survive the
termination of this Agreement.


 


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


 


	
   

  	
  SCL VENTURES, LTD.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Mitchell Sepaniak

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Mitchell Sepaniak

  
	
   

  	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Jack Chin

  	
   

  
	
   

  	
  Jack Chin

  
					



 


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