国际劳务输出合同范本

国际劳务输出合同范本（三）

中国阳光财税网作者: 来源: 文字大小:[大][中][小]

雇用合同(国际版本)EMPLOYMENT AGREEMENT

ent insurance plans and programs) to the extent applicable generally to other peer executives of the Company and the Affiliated

Companies，but in no event shall such plans，practices，policies and programs provide the Executive with benefits that are less

favorable，in the aggregate，than the most favorable of such plans，practices，policies and programs in effect for the Executive at any time during the 120-day period immediately preceding the Effective Date or，if more favorable to the Executive，those provided generally at any time after the Effective Date to other peer executives of the Company and the Affiliated Companies．

(5)EXPENSES．During the Employment Period，the Executive shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by the Executive in accordance with the most favorable

policies，practices and procedures of the Company and the Affiliated Companies in effect for the Executive at any time during the 120-day period immediately preceding the Effective Date or，if more favorable to the Executive，as in effect generally at any time thereafter with respect to other peer executives of the Company and the Affiliated Companies．

(6)FRINGE BENEFITS．During the Employment Period，the Executive shall be entitled to fringe benefits，including，without limitation，tax and financial planning services，parking benefits and fitness center membership，in accordance with the most favorable plans，practices，programs and policies of the Company and the Affiliated Companies in effect for the Executive at any time during the 120-day period immediately preceding the Effective Date or，if more favorable to the Executive，as in effect generally at any time thereafter with respect to other peer executives of the Company and the Affiliated Companies．

(7)OFFICE AND SUPPORT STAFF．During the Employment Period，the Executive shall be entitled to an office or offices of a size and with furnishings and other appointments，and to exclusive personal

secretarial and other assistance，at least equal to the most

favorable of the foregoing provided to the Executive by the Company and the Affiliated Companies at any time during the 120-day period immediately preceding the Effective Date or，if more favorable to the Executive，as provided generally at any time thereafter with respect to other peer executives of the Company and the Affiliated

Companies．

(8)VACATION．During the Employment Period，the Executive shall be entitled to paid vacation in accordance with the most favorable plans，policies，programs and practices of the Company and the Affiliated Companies as in effect for the Executive at any time during the 120-day period immediately preceding the Effective Date or，if more favorable to the Executive，as in effect generally at any time thereafter with respect to other peer executives of the Company and the Affiliated Companies．

(9)EFFECT OF TERMINATION．Notwithstanding anything in this Agreement to the contrary，upon termination of employment for any reason，the Employment Period shall cease and the Executive shall have no further right to any of the payments or benefits described in Sections 2 and 3．

SECTION 4 TERMINATION OF EMPLOYMENT．

(a)DEATH OR DISABILITY．The Executive's employment shall

terminate automatically if the Executive dies during the Employment Period．If the Company determines in good faith that the

Disability(as defined herein)of the Executive has occurred during the Employment Period(pursuant to the definition of“Disability”)，it may give to the Executive written notice in accordance with Section 11(b)of its intention to terminate the Executive's employment．In such event．the Executive's employment with the Company shall

terminate effective on the 30th day after receipt of such notice by the Executive (the“Disability Effective Date”)，provided that，within the 30 days after such receipt．the Executive shall not have returned to full-time performance of the Executive's

duties．“Disability”means the absence of the Executive from the Executive's duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness that is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representative．

(b)CAUSE．The Company may terminate the Executive's employment

during the Employment Period for Cause．“Cause”means：(1)the willful and continued failure of the Executive to perform

substantially the Executive's duties with the Company or any Affiliated Company(other than any such failure resulting from

incapacity due to physical or mental illness)，after a written demand for substantial performance is delivered to the Executive by the

Board or the Chief Executive officer of the Company that specifically identifies the manner in which the Board or the Chief Executive officer of the Company believes that the Executive has not

substantially performed the Executive's duties，or(2)the willful

engaging by the Executive in illegal conduct or gross misconduct that is materially and demonstrably injurious to the Company．For purposes of this Section 4(b)，no act，or failure to act，on the part of the Executive shall be considered“Willful”unless it is done，or omitted to be done，by the Executive in bad faith or without reasonable belief that the Executive's action or omission was in the best interests of the Company．Any act，or failure to act，based upon

authority given pursuant to a resolution duly adopted by the Board or upon the instructions of the Chief Executive Officer of the Company or a senior officer of the Company or based upon the advice of

counsel for the Company shall be conclusively presumed to be done，or omitted to be done，by the Executive in good faith and in the best interests of the Company. The cessation of employment of the

Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive acopy of a resolution duly adopted by the affirmative vote of not lass than three-quarters of the entire membership of the Board at a meeting of the Board called and held for such purpose(after reasonable notice is provided to the Executive and the Executive is given an opportunity，together with counsel for the Executive。to be heard before the Board)，finding that，in the good faith opinion of the Board，the Executive is guilty of the conduct described in Section 4(b)(1)or 4(b)(2)，and specifying the particulars thereof in detail．

(c)GOOD REASON．The Executive's employment may be terminated by the Executive for Good Reason．“Good Reason”means：(1)the

assignment to the Executive of any duties inconsistent in any respect with the Executive's position(including status，offices～titles and reporting requirements)，authority，duties or responsibilities as contemplated by Section 3(a)，or any other action by the Company that results in a diminution in such position，authority，duties or responsibilities，excluding for this purpose an isolated，

insubstantial and inadvertent action not taken in bad faith and that is remedied by the Company promptly after receipt of notice thereof

given by the Executive；(2)any failure by the Company to comply with any of the provisions of Section 3(b)，other than an isolated，

insubstantial and inadvertent failure not occurring in bad faith and that is remedied by the Company promptly after receipt of notice thereof given by the Executive；(3)the Company's requiring the Executive to be based at any office or location other than as provided in Section 3(a)(1)(B)or the Company's requiring the

Executive to travel on Company business to a substantially greater extent than required immediately prior to the Effective Date；(4)any purported termination by the Company of the Executive's employment otherwise than as expressly permitted by this Agreement；or(5)any failure by the Company to comply with and satisfy Section 10(c)．For purposes of this Section 4(c)，any good faith determination of Good Reason made by the Executive shall be conclusive．Anything in this Agreement to the contrary notwithstanding，a termination by the Executive for any reason during the 30-day period immediately

following the first anniversary of the Effective Date shall be deemed to be a termination for Good Reason for all purposes of this Agreement．

(d)NOTICE OF TERMINATION．Any termination by the Company for

Cause，or by the Executive for Good Reason，shall be communicated by Notice of Termination to the other party hereto given in accordance with Section 11(b)．“Notice of Termination” means a written notice that(1)indicates the specific termination provision in this Agreement relied upon，(2)to the extent applicable，sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive's employment under the provision so indicated，and(3)if the Date of Termination(as defined herein)is

other than the date of receipt of such notice，specifies the Date of Termination(which Date of Termination shall be not more than 30 days after the giving of such notice)．The failure by the Executive or the Company to set for thin the Notice of Termination any fact or

circumstance that contributes to a showing of Good Reason or Cause shall not waive any right of the Executive or the Company，

respectively，hereunder or preclude the Executive or the Company，respectively，from asserting such fact or circumstance in enforcing the Executive's or the Company's respective rights hereunder． (e)DATE OF TERMINATION．“Date of Termination”means(1)if the Executive's employment is terminated by the Company{or Cause，or by the Executive for Good Reason，the date of receipt of the Notice of Termination or any later date specified in the Notice of

Termination，as the case may be，(2)if the Executive’s employment is

terminated by the Company other than for Cause or Disability．the Date of Termination shall be the date on which the Company notifies the Executive of such termination，and(3)if the Executive's

employment is terminated by reason of death or Disability，the Date of Termination shall be the date of death of the Executive or the Disability Effective Date，as the case may be．

SECTION 5 OBLIGATIONS OF THE COMPANY UPON TERMINATION．

(a)GOOD REASON：OTHER THAN FOR CAUSE，DEATH OR DISABILITY．If，during the Employment Period．the Company terminates the Executive's employment other than for Causeor Disability or the Executive

terminates employment for Good Reason：(1)the Company shall pay to the Executive，in a lump sum in cash within 30 days after the Date of Termination，the aggregate of the following amounts：(A)the sum of(i)the Executive's Annual Base Salary through the Date of

Termination to the extent not theretofore paid，(ii)the product of(x)the Highest Annual Bonus and(y)a fraction，the numerator of which is the number of days in the current fiscal year through the Date of Termination and the denominator of which is 365，reduced(but not below zero)，if the Date of Termination occurs in the same fiscal year as the Change of Control，by the Executive's Bonus Payment

Amount，(iii)if elected by the Executive，any compensation previously deferred by the Executive under the Company's Supplemental Savings Plan，Incentive Bonus Plan and／or Stock Equivalent Unit

Plan(together with any accrued interest or earnings thereon)，and(iv)any accrued vacation pay，in each case to the extent not

theretofore paid(the sum of the amounts described in subclauses (i)，(ii)，(iii)and(iv)，the “Accrued Obligations”)；and(B)the amount equal to the product of(i)three and(ii)the sum of(x)the Executive's Annual Base Salary and(y)the Executive's Highest Annual Bonus；

and(C)if elected by the Executive within 60 days following execution of this Agreement and prior to the Effective Date，in 1ieu of and substitution{or the applicable portion of the Executive's monthly benefit otherwise payable under the final paragraph of Article Ⅳ，Section 1 or paragraph(a)of Article Ⅴ，Section 3 of the Company's Retirement Plan and the final paragraph of Section 3 of Supplemental Retirement Plan(collectively，the “Retirement Plans”)，an amount equal to the excess of(i)the lump sum actuarial equivalent(utilizing the interest rate and mortality table in effect for lump sum distributions under the Retirement Plan immediately prior to the Effective Date，and determined assuming benefit commencement as of the Date of Termination)of the benefit under the Retirement Plans that the Executive would receive if the Executive’s employment

continued for three years after the Date of Termination．assuming for this purpose that all accrued benefits are fully vested and assuming that the Executive's compensation in each of the three years is the Annual Base Salary and Highest Annual Bonus，over(ii)the lump sum actuarial equivalent(determined in the same manner as in

clause(i)above)of the Executive's actual benefit(pa