Employment Contract(雇佣合同英文版)

------------------------------------------------------ -----------EMPLOYMENT CONTRACTBETWEENXXXXXXXXXXX Trading (Beijing) Co. Ltd., wholly foreign invested company, XXXXXXXXX Chaoyang District, Beijing, 100020, Legal Representative: XXXXXXXX (hereinafter referred to as `EMPLOYER');ANDXXXXXXXXXXXXX, German Passport number: xxxxxxxxxx, born 21.12.1955 and presently residing inXXXXXXXXXXXXXXXXXXXXXXXX, 100026 Beijing / People's Republic of China, telephone number: xxxxxxxxxx e-mail address: wolfgang.jussen@(hereinafter referred to as `EMPLOYEE');Above-mentioned Employer and Employee (hereinafter as "Parties") have hereby agreed to enter into the employment contract (hereinafter as "Contract") and comply with the terms hereof, in accordance with the PRC, Labor Law of P.R.C and the Labor Management Regulations for Foreign Investment Enterprises, and other relevant Chinese laws, regulations, policies and rules, and based on the principles of equality, free will and mutual consent.ARTICLE 1: APPOINTMENT1.1 As from the date under Article2.1, the Employer shall engage the services of theEmployee as CEO of XXXXXXXXXX Trading (Beijing) Co. Ltd. on probation for a period of three months.ARTICLE 2: CONTRACT TERM2.1 Subject to Article 1 above, this Contract is concluded from 1 Januar 2009 for a period of three (3) years. However, the contract does not start before the Employee will have obtained the necessary work visa for China. If the visa only is granted after the date under Article 2.1 and the Employee nevertheless works for XXXXXXXXXXXXX Trading (Beijing) Co. Ltd., the Employee shall with the approval of the contract become retro-actively entitled to all remuneration and perquisites under this contract.ARTICLE 3: JOB DESCRIPTION3.1 The Employer engages the Employee as the CEO of the Company. The Employee will be based in Beijing. The primary job duties of the Employee include:a. Co-operate faithfully with the board of directors, the supervisory board of the Employerand possible shareholders, prepare and participate in their meetings.b. Steer all company activities so that the Company achieves the targets defined by theboard, in particular byrepresenting XXXXXXXX Systems AG in China;∙continue and improve the performing organization;∙securing the sales of turbines;∙management of strategic sourcing activity in China;∙sourcing of components fulfilling the quality requirements;∙establishing an efficient project management and a reliable after-sales service;∙optimizing tax payments of the Company in these transactions;monitoring the Chinese components and turbine market;∙communicating with State and Local Authorities:∙Strengthening the brand of the CompanyIn order to do so, the Employee in particular has to∙Steer the human resources of the Company;∙Control the financing of the Company;∙Deliver monthly reports on the Company's activities accordinglyc. Co-operate faithfully with the XXXXXXX Systems AG in Germany in all businessaspects, especially regarding the sourcing of components and the sales of products.ARTICLE 4: OBLIGATIONS OF THE EMPLOYEE 4.1 Inaddition to the above-mentioned, the Employee will also be obliged to:a.Perform the duties and exercise the powers and functions which from time to time mayreasonably be assigned to or vested in him by the Board of Directors as may be provided by a separate power of attorney to be executed by the Employer;b. Not during his engagement with the Employer, take up office, whether or not it is similar tothe office taken up by him hereunder, with any other company/entity or bodycorporate;c. Disclose to the Board of Directors all his interests/concerns in any other company/entity/bodycorporate/organization/sole proprietorship etc., prior to the commencement of his appointment with the Employer/Company. It being understood and agreed that without the written consent of the Board of Directors, and except in the case of a non-competing, non-conflicting family business, directly or indirectly be engaged, concerned, or interested in any other business whatsoever whether as principal or otherwise provided, the Employee may hold for investment purposes only share, debentures or other securities (not carrying the right of control) in any company whose shares are listed on a recognized Stock Exchange;d.Observe and comply with the policies and procedures of the Employer made or given fromtime to time, whether set out the Policies of the Employer/Company or not;e.Ensure that the China operations of the Employer are conducted in accordance withwell-established principles in all respects;f. To serve well and faithfully the Employer and use his utmost endeavor to promote theinterest of the Employer giving at all times the full benefit of his knowledge, expertise, technical skill and ingenuity and shall perform such duties and exercise such powers (being consistent with the appointment) in relation to the conduct and management of the affairs of the Employer as set out in a separate power of attorney to be executed by the Employer in favor of the Employee;g.Ensure reduction of variable costs including costs of procurement, logistics, establish andexpand local supply of materials and parts and enhance the productivity ofemployees;h.The Employee shall not assign his office to any other person, and in the event of suchassignment, the same shall be void;i. The Employee hereby further covenants that in any case, if he acquires an interest in a runningtransaction of the Employer, then he shall disclose this fact immediately in writing form to the Employer after he becomes so interested;What is the meaning (running transaction)j.The Employee hereby acknowledges that he will participate in working out and shall then strictly comply with the policies and procedures of the Employer including the safety guidelines and confidentiality obligation stipulated by the Employer;k.The Employee shall treat the Employer's property carefully and conform to the professional ethics;1. The Employee shall actively participate in the vocational training arranged by theEmployer;m. In the event that the Employee violates the Policies and Procedures or the terms of this Contract, the Employer shall take disciplinary action on the Employee according to its relevant regulations or rules;n. Properly notify the Employer of the receipt and value of all pecuniary or other type of benefit with a value of more than RMB'500,00 that he may receive from third parties including suppliers of goods or services to the business, in consequence of his employment with the Employer, and the Employee must, if and when required by the Employer, sign all documents and do all things necessary to transfer or assign to the Employer or its nominee the benefits or such stated benefits as shall be designated by the Employer;Do you really men the amount of 500,- RMB (=40,- Euro) ???o.The tasks of the Employee can be modified according to the decisions of the Board of Directorsor the Employer's Policy and Guidelines.4.2 The Employee must exert his/her best efforts to fulfill his/her job duties in accordance with the lawful requirements of the Employer, and shall complete his/her prescribed work within the fixed time and meet the standards set by the Employer.ARTICLE 5: POSTING, TRANSFER AND DEPUTATION5.1 The initial place of posting will be Beijing, P.R. China. The Employer reserves the right to transfer the Employee to any other location within China, with reasonable notice.5.2 The Employer also reserves the right to depute the Employee to any affiliate of the Employer in China as long as in such case the benefits will remain the same as while with the Employer.5.3 XXXXXXXX Systems AG in Germany, the mother company of the Employer, will decide to appoint the Employee as CEO for the existing affiliated Jonit Venture in Baotao till June 2009. Further 100% owned or partly owned organizations in China might be assigned to the employee as well. This additional responsibility shall not change the benefit package as agreed in this contract.ARTICLE 6: WORK PERMIT6.1 The Employee will be responsible for providing all necessary document to obtaining necessary work visa for taking up his employment with the Employer as early as possible. The Employer will provide the Employee with any assistance/support that may be required to be provided by it to enable the Employee to obtain the required permissions/registrations required to be obtained for the performance ofthis Contract. Any necessary cost for entering the People’s Republic of China such as visa, passport and other related cost as well as any necessary medical cost in this context including eventually necessary examinations to evaluate the constitution for tropical environment and vaccination shall be borne by the Company upon cost substantiation.6.2 The Employee further agrees to cancel this work permit in the name of the Employee in the event of him or the Employer terminating his services with the Employer. The remaining validation period of the passport visa will be not effectedARTICLE 7: WORKING HOURS AND OVERTIME7.1 The Employer shall implement the standard working hour system whereby the Employee shall, not including lunch time according to the rules of the Employer, at least eight (8) hours per day and forty (40) hours per week.7.2 According to the operation or business requirements, the Employer may adjust the working hours for the Employee to according to the relevant Chinese Laws.7.3 If the Employer needs to request the Employee to work overtime in special circumstances, the Employer may extend the Employee's working hours after consulting with the Employee and obtaining his/her consent. However, the Employer shall arrange the Employee to take time off in lieu of the overtime worked or pay overtime salary in accordance with Chinese Laws, butnot including the event that a payment for the overtime worked of staffs has been calculated in his/her annual salary stipulated in Article 9.1 of this Contract, through a mutualconsent of the Parties.ARTICLE 8: HOLIDAYS AND LEAVE8.1 The Employee shall be entitled to enjoy the Chinese public and festival holidays as perPolicy of the Company on an annual basis.8.2 The Employee shall also be entitled to paid leave of 30 working days every year.8.3 The Employee is entitled to carry over as many days as allowed by the law. If there is nobinding provision applicable, he shall be allowed to carry over 15 days during a year which have to be taken before 31 March of the following year.8.4 The Employee shall be entitled to paid wedding and funeral leave as well as maternity leave in accordance with Chinese Laws for his direct relativesARTICLE 9: REMUNERATION9.1 In consideration of the Services being provided by the Employee, the Employee will receive a yearly gross salary of XX,XX.00 EURO in twelve equal monthly payments, respectively payable on or before the last day of each calendar month by bank transfer into the bank account specified by Mr. XXXXXXXX the amount containsindividual income tax, as well as a the payment for his/her overtime worked9.2 The Employee shall be solely responsible for payment of all or any taxes which becomeapplicable to the remuneration paid by the Employer to the Employee. The Employee agrees to pay the applicable taxes, duly, diligently to the Chinese authorities within the stipulated period of time. The Employer recommends using the services of a tax consultant. The cost for this tax consultant is born by the company9.3 The Employee agrees to indemnify and keep indemnified the Employer for all or any claims that may be made by the tax authorities/third parties with respect to his tax liabilities by virtue of his employment with the Employer.9.6 The Employer implements a job evaluation system and a bonus system ("Management by Objectives"). According to its situation of business operation, the Employer shall decide whether to distribute the bonus or not. Only when group target, company target and personal target are fulfilled, a bonus of max. 20% of the yearly salary based on 12 months will be paid.Should the Contract be rescinded or terminated by either Party for whatsoever reason upon or before the date of the bonus payment, the Employee shall not be entitled to ask any payment for such bonus upon the date of the declaration on the rescission or termination of the Contract.9.8 The Employer compensates the Employee costs for max. 2 return flights due to non business reasons for the employees partner, single person (Business Class) between Beijing and final destination in Germany. The annual leave flights for the employee have to be combined with business appointments in the headquarter. The Employee shall take every effort to reduce these costs.9.9 The Employer shall cover the rent cost of the Employee for an apartment in Beijing. The costs shall be agreed mutually in advance and approved through relevant documents like signed rental agreement and bank evidence, but shall not exceed the equivalent of EUR 2.700 per month.9.10 The Employee is obliged not to reveal any details of the Contract on his/her salary to a third party.9.11 The Employee is entitled to a VW PASSAT company car of Chinese production. The car can also be a second hand car. The Employee can also use the car for private purposes.In relation to the above, it is emphasized that such car would be the sole property of the Employer and would be only given to the Employee during the term of his employment and which shall be returned after the expiry of his term or termination due to whatever reason. However, notwithstanding anything contained above, the Employee, upon termination of his employment, due to any reason under this Contract, shall forthwith return the car with all keys in the same manner and condition as it was first given to him subject to normal wear and tear.ARTICLE 10: InsuranceThe Company at its account will execute a health insurance for Mr. XXXXXXXX covering medical treatment on a worldwide basis including, in particular, the People’s Republic of China.The Company will furthermore execute a life risk and accident insurance during the term of Mr. XXXXXXXX’s employment covering Mr. XXXXXXXX with respect to any private and work accidents with an insured amount ofEUR 125,000.- in case of deathEUR 250,000.- in case of invalidity.Any insurance proceeds will become due and payable in accordance with the respective insurance terms and conditions, as applicable. Mr. XXXXXXXX or anybeneficiary nominated by him will be entitled to any such insurance proceeds directly.4.1The insurance coverage will commence upon Mr. XXXXXXXX’s firstdeparture to China and will end with his final return once the deployment has ended. The scope of any such insurance shall be in accordance with the applicable insurance terms and conditions. Both, private and work accidents are to be formally notified by Mr. XXXXXXXX both to the respective insurer and the Company without undue delay.However, the Employer will insure the Employee by a German Health insurance company and bear the cost (Auslandskrankenversicherung). If the Employee is seriously ill or injured, theEmployer covers all necessary costs for a transport to Germany if the insurance company should not cover these expenses.10.2 Where the Employee has fallen ill or has sustained injuries during the Contract and needs to stop to work for a medical treatment, the Employer shall determine a medical treatment period in accordance with relevant Chinese Laws or the internal rules and regulations of the Employer. During the statutory medical treatment period, sick leave pay or illness relief payments or medical treatment benefits shall be paid pursuant to the relevant Chinese laws or the internal rules and regulations of the Employer.In the event that the Employee has sustained injuries from work during the Contract, the Employer shall determine a medical treatment period according to the relevant Chinese Laws and/or regulations of Beijing city and/or the internal rules and regulations of the Employer. Regarding the Employee's salary and medical treatment benefits during the statutory medical treatment period, the Employer shall carry out the relevant Chinese Laws and/or the regulations of Beijing city and/or the internal rules and regulations of the Employer.10.3 Expenses of travel, food, accommodation etc. caused by the performance of the Employee's duties will be compensated according to the relevant internal rules of regulations of the Employer.ARTICLE 11: LABOR PROTECTION AND WORK CONDITION11.1 The Employee will work with the Employer under the safety and health conditions provided by the Employer.11.2 In accordance with the operation and business requirements, the Employer shall provide the Employee with necessary safety at work items that conform to State regulations as well as the Employer's safety standards. The Employee confirms to use this safety at work items according to the safety standards of the Employer.ARTICLE 12: AMENDMENTS DISMISSAL AND TERMINATIONS12.1 In order to bring the Contract in line with the standards/policies of the Employer, which the newly formed Employer is going to develop, the Employer may modify this Contract during this period of 6 months according to a reasonably exercised discretion. The Employee confirms that he has no objection to the foregoing.12.2 Moreover, this Contract may be amended under any of the following circumstances:a.where upon the mutual contract of the Parties;b.where upon a change in the Chinese Laws under which this Contract was entered into, therelevant articles and conditions of this Contract shall be amended accordingly; orc. where performance of this Contract becomes impossible or grossly imbalanced due to majorchanges in the objective circumstances under which this Contract was entered into.12.3. This Contract may be rescinded through mutual consent of the Parties.12.4 In addition to the above this Contract may be terminated in the following circumstances:The Employer is entitled to immediately rescind this Contract by giving a written notice to the Employee at any time, if the Employee:a.has violated the obligations on confidentiality as stipulated in Article 14 of this Contract;b.has committed a serious or continued violation of a breach of its obligations under this Contract,c. has committed a serious dereliction of his/her duties or practiced graft or favoritism, therebycausing serious losses to the interests of the Employer; ord.is subject to criminal liability in accordance with Chinese laws.12.5 Under any of the following circumstances, the Employer may terminate this Contract by a written notice to the Employee thirty (30) days in advance:a.where the Employee has fallen ill or has sustained non-work-related injuries, and has beenconfirmed to be unable to engage in the original work or other work arranged by the Employer upon the completion of medical leave period;b.where the Employee is incompetent for his/her position and remains incompetent afterreceiving training or being transferred to another position;c.where a major change in the objective circumstances under which this Contract was enteredinto has rendered performance of this Contract impossible and the Parties can not agree on an adjustment of this Contract after negotiations.In above-mentioned events, the Employer is entitled to release the Employee from work from the day on which the Employer gave notice of the rescission.12.6 The Employee may give a written notice to the Employer at any time and without any notice period of termination of this Contract under any of the following circumstances:a. where the Employer has made the Employee work by means of violence, threats orillegal restrictions of his/her personal liberty; or11b. where the Employer has failed to pay monthly salaries or provide appropriate workingconditions for the Employee according to this Contract.12.7 During the probation period, the Employer may rescind the Contract by a written notice of two weeks without assigning any reason.In this case, the Employer is entitled to release the Employee from work from the day on which the Employer gave notice of the rescission.12.8 If the Employer terminates its operation, the Contract may be terminated with a notice according to Article 12.4 of this Contract.ARTICLE 13: OBLIGATIONS UPON TERMINATION OF EMPLOYMENT Upon the termination of the Employee's employment for whatever reason, Employee shall:a. forthwith tender his resignation from any office he may hold in the Employer/Company or itsparent and any subsidiary without compensation and should he fail to do so, the Employer is irrevocably authorized to appoint some person in their names and on their behalf to sign any documents and do any things necessary or requisite to give effect thereto;b.deliver up to the Employer all correspondences, drawings, documents, confidential informationand other papers and all other property belonging to the Employer which may be in their possession or under their control (including such as may have been made or prepared by or have come into the possession or under the control of Employee and relating in any way to the business or affairs of the Employer or of any supplier, agent, distributor, or customer, of the Employer), and they shall not without the written consent of the Director, retain any copies thereof;c.if so requested, send to the Chairman of the Board of Directors of the Company a signedstatement confirming that the Employee has compiled with clauses 13.a and 13.b;d.and not at any time represent himself still to be connected with the Employer under anycircumstances whatsoever.ARTICLE 14: OBLIGATIONS ON NON-DISCLOSUREAND NON-COMPETITION14.1 Confidentialitya. In the event that this Contract is terminated, the Employee is obliged to immediatelyreturn all documents, records, copies, equipments, appliances, uniform as well as others including, but not limited to drawing, memorandum book, customer and12I supplier lists, formulas, financial statements, information on sales and etc., which arein the possession of the Employee, to the Employer;b.During the Contract, the Employee must strictly keep confidentiality concerning principles,mode of operation, production processes, developments, improvements, other details relatingto development or production of the Employer's products and relating to the companymanagement methods, distribution plan, statements on assets and finance of the Employer, aswell as all commercial secrets of affiliated firms of the Employer.;c.Without a prior written consent of the Employer, the Employee shall not reveal anyabove-mentioned information to any third party outside of management staffs of the Employer.The Employee shall also not use such information for his/her personal purpose;d.The Employee may use such information only to carry out the duties of his job during thisContract;e.The Employee's confidentiality obligations shall continue for a period of five (5) years fromthe expiration or the termination of this Contract.14.2 Non-Competitiona. With a view to protect and safeguard the proprietary interest of the Employer as well as thehuge expenditure that has been made by the parent company in the research anddevelopment in the technical aspects of the Employer which ought not be disclosed toa competitive organization. The Employee on his own will and accord herebyundertakes that during the term of his employment with the Employer and for a period ofsix months after the termination/resignation of his employment with the Employer forany reason whatsoever he shall not accept employment/establish or conduct anyenterprise jointly or independently or manage or be an agent for or take part in or giveadvice or practical support, or be related in any manner whatsoever, anybody corporateenterprise or person being directly competitive or potentially competitive with theEmployer anywhere in the world;b.The Employee further agrees and undertakes not to solicit potential customers of the Employerif such potential customers are or were identified through leads developed during the course ofthe Employee's association with the Employer, divert or attempt to divert any existing businessof the Employer, or otherwise solicit or attempt to solicit any of the other employees of theEmployer for any reason whatsoever during the term of the Contract and for a period of twoyears thereafter;c. Should the Employee infringe the above-mentioned obligation imposed upon the Employeewith regard to Confidentiality and non-competition, the Employer is entitled to apply forsuch equitable relief including propitiatory injunction without prejudice to its otherremedies such as claim for damages;13d. The parties acknowledge that they have attempted to limit the Employee's right tocompete only to the extent necessary to protect the interests of the Employer from unfair competition. However, the parties hereby agree that, if the scope or enforceability of this restrictive covenant is in any way disputed, it may be modified with mutual consent to the extent that it may seem reasonable under the circumstances, from time to time.ARTICLE 15: PREVIOUS EMPLOYMENTIEARLIER CONTRACTThe Employee represents and warrants to the Employer that he is not a party to any contract containing a non-competition clause or other restriction with respect to:a.the services which he is required to perform hereunder; orb.the use or disclosure of any information directly or indirectly related to the Employer'sbusiness, or to the services he is required to render pursuant hereto.In case the Employee is a party to a Contract containing a non-competition clause or any other restrictions as mentioned above, he agrees to indemnify the Employer for the same.ARTICLE 16: DISPUTE SETTLEMENT16.1 In the event of a dispute arising during the performance of this Contract, the Parties agree in the first instance to resolve such dispute through friendly consultation.16.2 In the event of any dispute or difference which is still subsisting after clause 16.1 stated above as to the construction, meaning or effect of this Contract or any clause or thing contained herein or the rights, duties, liabilities and obligations of the Parties hereto in relation to the premises the same shall be referred to a single arbitrator, in case the Parties can agree upon one (1), within a period of thirty days upon being called by a Party to do so, and failing to reach such Contract to three (3) arbitrators one (1) each to be appointed by the Employer and the Employee and the third to be appointed by the two arbitrators so appointed.ARTICLE 17: GOVERNING LAW 17.1The laws of China shall govern this Contract.ARTICLE 18: MISCELLANEOUS18.1 In case of a natural disaster, civil unrest or war the Employee is, if possible after discussion with the First Line Officers, obliged to go immediately with his family to a suitable safe location and to inform the company without undue delay. Remuneration and travel expenses are borne by the Employer.14。