Sample Business Contracts


Employment Agreement - Axiom Pharmaceuticals Inc. and Lan Hao

Employment Forms

  • Employers can customize an employment agreement that states the salary, benefits, working hours and other important provisions for their new or existing employee.
  • Answer simple questions to build a contract with a consultant. Specify the services rendered, when payment is due, as well as IP rights.
  • Employers who compensate their sales employees based on commissions can prepare an agreement to reduce misunderstandings by specifying the base salary and how commissions are calculated.
  • Companies may offer their business executives a contract that is different from the one provided to their regular employees. Executive employment agreements may be more complex because the compensation structure may include a combination of salary and commissions, provide for bonuses based on sales, stock or other financial targets, and include non-compete, confidentiality and severance provisions.
  • Independent sales representatives offer companies the potential to increase the sale of products or services without the burden of increasing headcount. Both parties should understand how commissions are calculated, when commissions will be paid, as well as how the representative will treat confidential information from the company and whether the representative may also sell a competing line of products or services.
  • More Employment Agreements

                              EMPLOYMENT AGREEMENT

This  employment  agreement  (the  "Agreement")  is made and entered  into as of
September  18,  2003  by and  between  Axiom  Pharmaceuticals,  Inc.,  a  Nevada
corporation (the "Company") and Lan Hao (the "Employee").

                                    Recitals

A. The Company desires to employ the Employee from the date set forth above (the
"Effective  Date") until expiration of the term of this Agreement,  and Employee
is willing to be employed by the Company  during that  period,  on the terms and
subject to the conditions set forth in this Agreement.

In  consideration  of the mutual  covenants  and  promises of the  parties,  the
Company and the Employee covenant and agree as follows:

1.    DUTIES

During the term of this  Agreement,  Employee will be employed by the Company to
serve as the Chief  Financial  Officer of the company.  The Employee will devote
such  amount of his/her  business  time to the  conduct of the  business  of the
Company as may be reasonably required to effectively discharge Employee's duties
under this  Agreement  and,  subject to the  supervision  and  direction  of the
Company's  Chief  Executive and the Board of Directors (the  "Board"),  shall be
principally  responsible  for the  management  of the  Company's  financial  and
accounting operations. Unless the parties agree otherwise in writing, during the
term of this Agreement,  Employee will perform the services contemplated by this
Agreement at the  Company's  corporate  headquarters  located in Newport  Beach,
California;  provided,  however,  that Company may,  from time to time,  require
Employee to travel  temporarily  to other  locations on the Company's  business.
Notwithstanding  the foregoing,  nothing in this Agreement is to be construed as
prohibiting  Employee from  continuing to serve as a director of other  entities
whether or not for profit, so long as his service as such does not substantially
prevent or prohibit  Employee from effectively  discharging his duties hereunder
and such positions are disclosed to the Board.

2.    TERM OF EMPLOYMENT

2.1   Definitions

For purposes of this Agreement the following terms have the following meanings:

(a)  "Termination  for  Cause"  means   termination  by  Company  of  Employee's
employment (i) by reason of Employee's willful dishonesty  towards,  fraud upon,
or  deliberate  injury or attempted  injury to, the  Company,  (ii) by reason of
Employee's  material  breach of this  Agreement or (iii) by reason of Employee's
gross  negligence or intentional  misconduct  with respect to the performance of
Employee's  duties  under  this  Agreement;  provided,  however,  that  no  such
termination  will be deemed to be a Termination for Cause unless the Company has
provided  Employee with written  notice of what it  reasonably  believes are the
grounds for any  Termination  for Cause and Employee  fails to take  appropriate
remedial actions during the thirty day period following  receipt of such written
notice.

(b)  "Termination  Other than For Cause"  means  termination  by the  Company of
Employee's  employment  by the  Company  for  reasons  other  than  those  which
constitute Termination for Cause.

(c) "Voluntary  Termination" means termination by the Employee of the Employee's
employment with the Company, excluding termination by reason of Employee's death
or disability as described in Sections 2.5 and 2.6.

2.2   Basic Term



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<PAGE>


(a) The term of  employment  of  Employee by the  Company  will  commence on the
Effective  Date and will extend through the period ending on September 18, 2004,
(the  "Termination  Date").  Company  and  Employee  may extend the term of this
Agreement by mutual written agreement.

(b) Notwithstanding the foregoing paragraph 2.2(a), during the first 120 days of
the term of this  Agreement  the Company  shall have the right to terminate  the
Employee  for any  reason  or no  reason  at all and such  termination  shall be
treated as a Voluntary  Termination  other than for Good Cause,  as set forth in
paragraph 2.7(a).

2.3   Termination for Cause

Termination  for Cause may be  effected  by the Board of  Directors  at any time
during the term of this Agreement and may be effected by written notification to
Employee;  provided,  however,  that no Termination  for Cause will be effective
unless  Employee has been provided with the prior written notice and opportunity
for  remedial  action  described  in Section 2.1.  Upon  Termination  for Cause,
Employee is to be immediately paid all accrued salary, incentive compensation to
the extent  earned,  vested  deferred  compensation  (other than pension plan or
profit  sharing  plan  benefits,  which  will  be paid in  accordance  with  the
applicable plan), and accrued vacation pay, all to the date of termination,  but
Employee will not be paid any severance compensation.

2.4   Termination Other Than for Cause

Notwithstanding  anything  else in this  Agreement,  the Board of Directors  may
effect a  Termination  Other  Than for Cause at any time upon  giving  notice to
Employee of such Termination  Other Than for Cause.  Upon any Termination  Other
Than for Cause,  Employee  will  immediately  be paid all  accrued  salary,  all
incentive compensation to the extent earned,  severance compensation as provided
in Section 4, vested  deferred  compensation  (other than pension plan or profit
sharing plan  benefits,  which will be paid in  accordance  with the  applicable
plan), and accrued vacation pay, all to the date of termination.

2.5   Termination Due to Disability

In the event that,  during the term of this Agreement,  Employee should,  in the
reasonable  judgment of the Board, fail to perform  Employee's duties under this
Agreement  because of illness or physical or mental  incapacity  ("Disability"),
and such  Disability  continues  for a period of more  than six (6)  consecutive
months,  Company will have the right to terminate  Employee's  employment  under
this  Agreement by written  notification  to Employee and payment to Employee of
all accrued salary and incentive  compensation  to the extent earned,  severance
compensation as provided in Section 4, vested deferred  compensation (other than
pension plan or profit sharing plan  benefits,  which will be paid in accordance
with the  applicable  plan),  and all accrued  vacation  pay, all to the date of
termination.   Any  determination  by  the  Board  with  respect  to  Employee's
Disability must be based on a determination  of competent  medical  authority or
authorities,  a copy of which determination must be delivered to the Employee at
the time it is delivered to the Board. In the event the Employee  disagrees with
the  determination  described in the previous  sentence,  Employee will have the
right to submit to the Board a determination by a competent medical authority or
authorities  of  Employee's  own  choosing  to the  effect  that  the  aforesaid
determination is incorrect and that Employee is capable of performing Employee's
duties under this Agreement.  If, upon receipt of such determination,  the Board
wishes to continue to seek to terminate this  Agreement  under the provisions of
this  section,  the parties will submit the issue of  Employee's  Disability  to
arbitration in accordance with the provisions of this Agreement.

2.6   Death

In the event of Employee's  death during the term of this Agreement,  Employee's
employment  is to be deemed to have  terminated  as of the last day of the month
during which  Employee's  death  occurred,  and Company  will pay to  Employee's
estate accrued  salary,  incentive  compensation  to the extent  earned,  vested
deferred  compensation (other than pension plan or profit sharing plan benefits,
which will be paid in accordance with the applicable plan), and accrued vacation
pay, all to the date of termination.

2.7   Voluntary Termination



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(a) In the event of a Voluntary  Termination,  other than for "Good  Reason," as
defined below,  the Company will immediately pay to Employee all accrued salary,
all incentive  compensation to the extent earned,  vested deferred  compensation
(other than pension plan or profit sharing plan benefits,  which will be paid in
accordance with the applicable  plan), and accrued vacation pay, all to the date
of termination, but Employee will not be paid any severance compensation.

(b) The Employee may voluntarily  terminate his/her employment  hereunder at any
time with or without Good Reason. For purposes of this Agreement,  "Good Reason"
shall mean,  so long as the Employee has not been guilty of conduct set forth in
Section 2.1(a),  a failure by the Company to comply with any material  provision
of this  Agreement that has not been cured within thirty (30) days after written
notice of such  noncompliance  has been given by the  Employee to the Company or
(b) the  assignment to the Employee by the Company of duties  inconsistent  with
the Employee's  position,  duties or  responsibilities  as in effect immediately
prior to the  Effective  Date,  including,  but not  limited  to,  any  material
reduction in such position,  duties, or  responsibilities  or material change in
his/her title or (c) a relocation by the Company of the  Employee's  office to a
location outside a 60 mile radius of Newport Beach, California,  in each case of
clauses (b) or (c), without the consent of the Employee. The Employee's election
to terminate his/her employment with Good Reason shall be considered in material
respects to be a Termination for Other Than Cause. Upon a voluntary  Termination
for Good Reason,  Employee will be paid immediately for all accrued salary,  all
incentive compensation to the extent earned,  severance compensation as provided
in Section 4, vested  deferred  compensation  (other than pension plan or profit
sharing plan  benefits,  which will be paid in  accordance  with the  applicable
plan) and accrued vacation pay, all to the date of termination.

3. SALARY, BENEFITS AND OTHER COMPENSATION

3.1   Base Salary

As payment for the  services to be rendered by Employee as provided in Section 1
and subject to the terms and  conditions of Section 2, Company  agrees to pay to
Employee a "Base Salary," payable in equal monthly installments. The Base Salary
payable to Employee under this Section will initially be $120,000 per annum.

The  payment of Base Salary  hereunder  shall not in any way limit or reduce any
other obligation of the Company hereunder, and no other compensation, benefit or
payment hereunder shall in any way limit or reduce the obligation of the Company
to pay the Employee's  Base Salary  hereunder.  The Board,  at any time and from
time to time,  may increase (but not reduce) the Base Salary  payable under this
Agreement,  and increase in the Base Salary  shall become  effective at the time
indicated by the Board without the need for an amendment to this Agreement.

3.2   Incentive Bonus Plans

During the term of his  employment  under this  Agreement,  the Employee will be
eligible to  participate  in all bonus and incentive  plans  established  by the
Board.

3.3   Benefit Plans

During the term of Employee's  employment under this Agreement,  the Employee is
to be  eligible  to  participate  in all  employee  benefit  plans to the extent
maintained by the Company,  including (without limitation) any life, disability,
health, accident and other insurance programs, paid vacations, and similar plans
or  programs,  subject  in  each  case to the  generally  applicable  terms  and
conditions of the plan or program in question and to the  determinations  of any
committee administering such plan or program. On termination of the Employee for
any reason,  the Employee will retain all of Employee's  rights to benefits that
have vested under such plan, but the  Employee's  rights to participate in those
plans will cease on the  Employee's  termination  unless  the  termination  is a
Termination   Other  Than  for  Cause,  in  which  case  Employee's   rights  of
participation  will  continue  for a period of six months  following  Employee's
termination.

3.4   Withholding of Taxes




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<PAGE>


The Employee understands that the services to be rendered by Employee under this
Agreement  will  cause  the  Employee  to  recognize  taxable  income,  which is
considered under the Internal  Revenue Code of 1986, as amended,  and applicable
regulations  thereunder as  compensation  income  subject to the  withholding of
income tax (and Social Security or other employment  taxes). The Employee hereby
consents to the withholding of such taxes as are required by the Company.

3.5   Vacation

During the term of this Agreement, Employee will be entitled to three weeks paid
vacation  time per year. To the extent that Employee does not use the full three
weeks of vacation time in any given year,  Employee may accrue and carry forward
such unused time up to a maximum accrual of six weeks.

3.6   Expenses

During  the  term  of  this  Agreement,  Company  will  reimburse  Employee  for
Employee's  reasonable   out-of-pocket  expenses  incurred  in  connection  with
Company's business, including travel expenses, food, and lodging while away from
home,  subject  to such  policies  as Company  may from time to time  reasonably
establish for its employees.

4.    SEVERANCE COMPENSATION

4.1   Termination Other Than for Cause or Voluntary Termination; Payment in
      Lieu of Notice

In the event Employee's employment is terminated in a Termination Other Than for
Cause or a Voluntary  Termination  other than for Good Reason,  Employee will be
paid as severance pay Employee's Base Salary, as defined in Section 3.1, for the
period  commencing on the date that  Employee's  employment  is  terminated  and
ending  on the later of the end of  Employee's  term of  employment  or the date
which is three months from the date of termination.

4.2   Termination for Disability

In  the  event  Employee's   employment  is  terminated  because  of  Employee's
disability  pursuant to Section  2.5,  Employee  will be paid as  severance  pay
Employee's Base Salary,  as defined in Section 3.1, for the period commencing on
the date that  Employee's  employment is terminated and ending on the date which
is three months thereafter.

4.3      Change in Control

In the event that  Employee's  employment is  terminated  because of a change in
control  (as  defined  herein) of the  Company  prior to the  Termination  Date,
Employee will be paid as severance  pay  Employee's  Base Salary,  as defined in
Section 3.1, for the period commencing on the date that Employee's employment is
terminated and ending on the date which is three months thereafter. For purposes
of this  Agreement,  a "change in control"  shall be defined as the sale of more
than fifty  (50%) of the  Company's  outstanding  capital  stock,  other than in
connection with an underwritten public offering of the Company's securities or a
merger (or similar transaction) in which the Company is not the surviving entity
or  following  which  the  Company's  shareholders  immediately  prior  to  such
transaction no longer control a majority of the Company's voting stock.

4.4   Other Termination

In the  event of a  Voluntary  Termination,  Termination  for  Cause  or  Death,
Employee or Employee's estate will not be entitled to any severance pay.

5.    MISCELLANEOUS

5.1   Waiver



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<PAGE>


The waiver of any breach of any provision of this  Agreement will not operate or
be construed as a waiver of any subsequent breach of the same or other provision
of this Agreement.

5.2   Entire Agreement; Modification

Except as otherwise provided in the Agreement and in the Option Agreement,  this
Agreement  represents the entire understanding among the parties with respect to
the subject matter of this Agreement,  and this Agreement supersedes any and all
prior understandings,  agreements,  plans, and negotiations,  whether written or
oral, with respect to the subject matter hereof,  including without  limitation,
any  understandings,  agreements,  or obligations  respecting any past or future
compensation,  bonuses,  reimbursements,  or other  payments  to  Employee  from
Company. All modifications to the Agreement must be in writing and signed by the
party against whom enforcement of such modification is sought.

5.3   Notice

All notices and other communications under this Agreement must be in writing and
must be given by personal delivery, telecopier or telegram, or first class mail,
certified or registered  with return  receipt  requested,  and will be deemed to
have been duly given upon receipt if personally delivered,  three (3) days after
mailing, if mailed, or twenty-four (24) hours after  transmission,  if delivered
by telecopies or telegram, to the respective persons named below:


If to Company:             Axiom Pharmaceuticals, Inc.
                           4695 Macarthur Court, 11th Floor
                           Newport Beach, CA 92660
                           Telecopier: (310) 301-7748
                           Telephone:  (310) 301-7728

                           Attn:   President


If to Employee:            Lan Hao
                           3 Laurelwood Drive
                           Irvine, CA 92620
                           Telecopier: (714) 508-5934
                           Telephone:  (714) 508-5934



Any party may change  such  party's  address  for  notices by notice  duly given
pursuant to this Section.

5.4   Headings

The Section headings of this Agreement are intended for reference and may not by
themselves determine the construction or interpretation of this Agreement.

5.5   Governing Law

This Agreement is to be governed by and construed in accordance with the laws of
the State of California  applicable  to contracts  entered into and wholly to be
performed  within  the  State  of  California  by  California   residents.   Any
controversy or claim arising out of or relating to this Agreement,  or breach of
this Agreement (except any controversy or claim with respect to Section 5 or 6),
is to be settled by arbitration in Newport Beach,  California in accordance with
the Commercial  Arbitration Rules of the American Arbitration  Association,  and
judgment on the award  rendered by the  arbitrators  may be entered in any court
having jurisdiction.  There must be three arbitrators, one to be chosen directly
by each  party at will,  and the  third  arbitrator  to be  selected  by the two
arbitrators so chosen.  Each party will pay the fees of the arbitrator he or she
selects and his or her own  attorneys,  and the expenses of his or her witnesses
and all other expenses connected with presenting his or her case. Other costs of


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<PAGE>

the  arbitration,  including  the  cost  of any  record  or  transcripts  of the
arbitration, administrative fees, the fee of the third arbitrator, and all other
fees and costs, will be borne equally by the parties.

5.6   Survival of Company's Obligations

This  Agreement  will be binding on, and inure to the benefit of, the executors,
administrators,  heirs,  successors,  and  assigns  of  the  parties;  provided,
however, that except as expressly provided in this Agreement, this Agreement may
not be assigned either by Company or by Employee.

5.7   Counterparts

This Agreement may be executed in one or more  counterparts,  all of which taken
together will constitute one and the same Agreement.

5.8   Enforcement

If any portion of this  Agreement is determined to be invalid or  unenforceable,
that portion of this Agreement will be adjusted,  rather than voided, to achieve
the intent of the parties under this Agreement.

5.9   Indemnification

The Company agrees that it will indemnify and hold the Employee  harmless to the
fullest  extent  permitted by  applicable  law from and against any loss,  cost,
expense or liability  resulting  from or by reason of the fact of the Employee's
employment  hereunder,  whether  as  an  officer,  employee,  agent,  fiduciary,
director or other official of the Company, except to the extent of any expenses,
costs, judgments, fines or settlement amounts which result from conduct which is
determined by a court of competent  jurisdiction  to be knowingly  fraudulent or
deliberately dishonest or to constitute some other type of willful misconduct.

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


         AXIOM PHARMACEUTICALS, INC.


         By  /s/ Peter Cunningham
             ------------------------
                 Peter Cunningham,
                 President


         EMPLOYEE



             /s/ Lan Hao
             ------------------------
                 Lan Hao








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