1、 _ _ 2004 BEIJNG ORIGIN STATE HARVEST BIOTECHNOLOGY LIMITED KEY EMPLOYEE EMPLOYMENT AGREEMENT (MANAGEMENT EMPLOYEES) Page 1 CONTENTS CLAUSE PAGE 1. DEFINITIONS .1 2. TITLE AND DUTIES 2 3. PLACE OF WORK2 4. HOURS OF WORK .3 5. TERM.3 6. SALARY AND BENEFITS.4 7. TAX5 8. EXPENSES 5 9. COMPANY CAR .5 10
2、. HOLIDAYS6 11. SICKNESS .6 12. INTELLECTUAL PROPERTY.6 13. GRIEVANCE AND DISCIPLINARY PROCEDURES.9 14. TERMINATION AND SUSPENSION .9 15. RESTRAINT ON ACTIVITIES AND CONFIDENTIALITY12 16. MISCELLANEOUS.13 17. NOTICES .14 18. GOVERNING LAW AND DISPUTE RESOLUTION.14 THIS KEY EMPLOYEE EMPLOYMENT AGREEM
3、ENT （Management Employees） is made on December , 2004 BETWEEN: (1) Beijing Origin State Harvest Biotechnology Limited (the Company), a joint venture duly registered in Beijing, whose legal address is Room 201, 2nd floor Area A, Zhongguancun Development Building, No.12 Shangdi Information Middle Stre
4、et, , Haidian District, Beijing, the PRC; and (2) (the Employee), a national of the PRC with PRC identification number . IT IS AGREED as follows: 1. DEFINITIONS 1.1 In this Agreement, the following expressions shall have the following meanings: Agreement means this Employment Agreement. Agreement Pe
5、riod is defined in clause 5.1. Employment means the Employees employment in accordance with the terms of this Agreement. Parties means the Employee and the Company and a Party means any of them. PRC means the Peoples Republic of China, which for the purposes of this Agreement does not include the Ho
6、ng Kong Special Administrative Region, Taiwan or the Macao Special Administrative Region. 2. TITLE AND DUTIES 2.1 The Employee shall be employed by the Company as _. The Employee shall report to _. 2.2 The Employee will perform such duties and exercise such powers as the Company may from time to tim
7、e assign to him. During the Employment, the Employee will well and faithfully serve the Company. 2.3 During the Employment, the Employee shall not (without the Companys written consent) remain or become a director or employee of any company which is not an affiliate or subsidiary of the Company, nor
8、 be directly or indirectly engaged, concerned or interested in any other business, trade or occupation. Page 3 3. PLACE OF WORK The Employee shall be based at the Companys principal site at its registered address in the PRC. However, the Company has the right to transfer the Employee to other locati
9、ons as it deems necessary. The Employee shall be bound to accept such relocation; provided, however, that the Company shall (1) give the Employee at least thirty (30) days prior written notice of such relocation; and (2) reimburse to the Employee all reasonable expenses incurred by the Employee and
10、his family in connection with such relocation. 4. HOURS OF WORK The Employee is a full-time and key employee of the Company and shall work the hours as are required in the proper performance of his duties or as required of him by the Company. The Employee acknowledges that the reasonable remuneratio
11、n for any travel time or for any further hours in excess of the Companys normal business hours as the Employee may be required to work in accordance with this clause 4 has been included into the Employees salary and benefits in clause 6 below, and that he has no entitlement to additional remuneratio
12、n for any overtime work. 5. TERM 5.1 Subject to clause 12 below, the Employment is for a fixed term of years beginning on the date of this Agreement and ending on (the Agreement Period). 5.2 The Employment expires without prior notice at the end of the Agreement Period. No later than 6 months prior
13、to the expiration, discussions between the Parties will be held to determine whether the Employment should be prolonged or terminated. 6. SALARY AND BENEFITS 6.1 The Employees salary is per annum net of PRC personal income tax withholdings, payable in equal instalments monthly in arrears. The Compan
14、y shall withhold from the Employees gross salary any PRC personal income tax in accordance with relevant PRC laws and regulations. 6.2 During the Employment, the Company shall make contributions to government-mandated social insurance funds as required under applicable law. The Company shall have th
15、e right to deduct from the Employees salary any contributions the Employee is required to make to such social insurance funds under applicable law. 6.3 The Employee agrees that the Company has the right to deduct from his salary or any other payments due to him (including any payment due upon the te
16、rmination of his employment) any sums which may come due from the Employee to the Company. 7. TAX 7.1 The Employee shall be responsible for effecting payment of all taxes, social security contributions payable by the Employee and fees for which he is liable on the Page 4 income and benefits earned u
17、nder this Agreement save that the Company shall be liable to withhold PRC personal income tax from the Employees gross salary in accordance with clause 6.1 pursuant to applicable PRC laws and regulations. The Company shall have no obligation to provide extra compensation over and above the amounts s
18、pecified in this Agreement to offset any tax liabilities, social security contributions payable by the Employee and fees of the Employee for which he is liable. 8. EXPENSES 8.1 Compensation for travelling expenses which the Employee properly and necessarily incurs in the course of his Employment wil
19、l be paid in accordance with the relevant rules of the Company for the time being in force. Such reimbursement shall be subject to the Employee producing official receipts evidencing payment. 9. HOLIDAYS 9.1 The Employee is entitled to working/calendar days paid holiday per calendar year during his
20、Employment (plus bank and public holidays in the PRC), to be taken at such reasonable time or times as may be approved by the Company. The right to paid holiday will accrue pro-rata during each calendar year of the Employment. The Employee is not entitled to carry forward untaken holiday from one ca
21、lendar year to the next. 10. SICKNESS 10.1 Subject to the Employees compliance with the Companys policy on notification and certification of periods of absence from work, the Employee will continue to be paid his full salary during any period of absence from work due to sickness or injury for a peri
22、od of a total of up to days. 11. INTELLECTUAL PROPERTY 11.1 The Employee agrees that all Work Product (as defined below) shall be the sole property of the Company. The Employee agrees to waive, and hereby waives and irrevocably and exclusively assigns to the Company all right, title and interest he
23、has or may have in or to any other Work Product, and to the extent that such rights may not be waived or assigned, agrees not to assert such rights against the Company or its licensees (and sublicensees), successors or assigns. 11.2 The Employee agrees to promptly disclose all Work Product to the ap
24、propriate individuals in the Company as such Work Product is created in accordance with the requirements of his job and as directed by the Company. 11.3 “Work Product” means any and all inventions, improvements, developments, concepts, ideas, expressions, processes, prototypes, plans, drawings, desi
25、gns, models, formulations, specifications, methods, techniques, shop-practices, discoveries, innovations, creations, technologies, formulas, algorithms, data, computer databases, reports, laboratory notebooks, papers, writings, photographs, source and object codes, software programs, other works of
26、authorship, and know-how and show-how, or parts Page 5 thereof conceived, developed, or otherwise made by the Employee alone or jointly with others (i) during the period of the employment with the Company or (ii) during the six month period next succeeding the termination of the employment with the
27、Company if the same in any way relates to the present or proposed products, programs or services of the Comp or to tasks assigned to the Employee during the course of the employment, whether or not patentable or subject to copyright or trademark protection, whether or not reduced to tangible form or
28、 reduced to practice, whether or not made during regular working hours, and whether or not made on Company premises. 11.4 It shall be part of the Employees normal duties or other duties specifically assigned to him at all times, whether or not during the Companys normal business hours and whether or
29、 not performed at the Employees normal place of work, to consider in what manner and by what new methods or devices the products, services, processes, equipment or systems of the Company or its affiliates with which he is concerned or for which he is responsible might be improved and to originate de
30、signs (whether registrable or not) or patentable work or other work in which copyright, trademark right or patent rights may subsist. Accordingly: (a) the Employee shall forthwith disclose full details of the same in confidence to the Company or its affiliates and shall regard himself in relation th
31、ereto as a trustee for the Company or its affiliates; (b) the Employee hereby acknowledges that all works created during Employment are created mainly using the material, know-how and technical resources of the Company or its affiliates; (c) all intellectual property rights in such designs or works
32、shall vest absolutely in the Company or its affiliates which shall be entitled, so far as the law permits, to the exclusive use thereof; (d) notwithstanding (c) above, the Employee shall at any time assign to the Company or its affiliates any copyright, trademark right or patent rights (by way of as
33、signment of copyright, trademark right or patent rights) and other intellectual property rights in respect of all works written, originated, conceived or made by the Employee during the continuance of the Employment; and (e) the Employee agrees and undertakes that at any time during or after the ter
34、mination of the Employment he will execute such documents and do all such acts and things as the Company or its affiliates may deem necessary or desirable to substantiate its rights in respect of the matters referred to above including for the purpose of obtaining letters patent, copyright or tradem
35、ark registration or other privileges in all such jurisdictions as the Company or its affiliates may require. 12. GRIEVANCE AND DISCIPLINARY PROCEDURES 12.1 If the Employee has any grievance relating to the Employment, he may seek redress orally or in writing by referring the grievance to the Company
36、. Page 6 12.2 The disciplinary rules and procedures of the Company in force from time to time which can be obtained from Human Resources Departmentform part of the Employees contract of employment. 13. TERMINATION AND SUSPENSION 13.1 The Company may terminate the Employment by written notice to the
37、Employee, effective immediately upon the delivery of such notice, with no liability to make any further payment to the Employee (other than in respect of amounts accrued due at the date of termination) if the Employee: (a) commits any serious or repeated breach of any of his obligations under this A
38、greement; (b) is guilty of misconduct, negligence or omission which, in the Companys opinion, has damaged or may damage the business or affairs of the Company or an affiliate or subsidiary of the Company; (c) engages in conduct which, in the Companys reasonable opinion, brings or is likely to bring
39、the Employee, the Company or an affiliate or subsidiary of the Company into disrepute; (d) engages in conduct which, in the Companys reasonable opinion, could be characterized as competing with the Company, including, but not limited to, as described in Article 14 herein; (e) violates the obligation
40、s of confidentiality, as described herein; (f) is convicted of a criminal offence (other than a road traffic offence not subject to a custodial sentence); (g) is declared bankrupt or makes any arrangement with or for the benefit of his creditors; or (h) any other cause provided by law as grounds for
41、 summary termination. This clause shall not restrict any other right the Company may have to terminate the Employment summarily. Any delay by the Company in exercising its rights under this clause shall not constitute a waiver of those rights. 13.2 If (due to illness or otherwise) the Employee canno
42、t properly and effectively perform his duties under this Contract for a period or periods totalling days in aggregate in any period of months, the Company may terminate the Employment forthwith by giving the Employee prior written notice, and salary and all benefits will cease as of the date of term
43、ination the Company shall pay the Employee six months salary as severance pay. 13.3 The Company may in its absolute discretion suspend the Employee from the Employment on full salary during any period in which the Company is carrying out an Page 7 investigation into any acts or defaults (or alleged
44、or suspected acts or defaults) of the Employee. 13.4 Upon termination of the Employment for whatever reason the Employee will deliver to the Company all books, documents, papers, materials, credit cards and other property relating to the business of the Company (including the Company car then made a
45、vailable to him) which may then be in his possession or under his power or control. 13.5 The Employee will not at any time after termination of the Employment represent himself as being in any way connected with or interested in the business of, or employed by, the Company or any of its affiliates.
46、14. RESTRAINT ON ACTIVITIES AND CONFIDENTIALITY 14.1 During the Employment the Employee will not (without the prior written consent of the Company) be directly or indirectly engaged or interested in any capacity in any other business, trade or occupation whatsoever. 14.2 For years from the end of th
47、e Employment, the Employee shall not solicit or entice or endeavour to solicit or entice from the Company, any individual who is employed or engaged by the Company. 14.3 During the Employment and for years from the end of the Employment, the Employee shall not approach clients, customers or contacts
48、 of the Company or other persons or entities introduced to him in his capacity as a representative of the Company in order to do business with them or encourage them to terminate their relationships with the Company, or, on his own behalf, or as owner, manager, shareholder, consultant, director, off
49、icer or employee of or in any other manner connected with any business entity, participate or be involved in any competitor of the Company in or outside of the PRC without the prior written authorization of the Company. For each year or portion thereof during which the provisions of this section apply, the Company shall pay the Employee statutory compensation. 14.4 Save insofar as such information is already in the public domain, the Employee will keep sec
