6-K
PS International Group Ltd. (PSIG)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUERPURSUANT TO RULE 13a-16 OR 15d-16 UNDERTHE SECURITIES EXCHANGE ACT OF 1934
For the month of September 2025
Commission File Number: 001-42182
PS International Group Ltd.
Unit 1002, 10/FJoin-in Hang Sing CentreNo.2-16 Kwai Fung Crescent, Kwai ChungNew Territories, Hong Kong
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Engagement of Placement Agent
On September 15, 2025, the board of directors (the “Board”) of PS International Group Ltd. (the “Company”) passed resolutions and approved certain engagement letter (the “Engagement Letter”) entered by and between the Company and Joseph Stone Capital, LLC (together with its affiliates and assigns, the “JSC”), pursuant to which JSC will serve as the Company’s exclusive placement agent for a proposed private placement of the ordinary shares of the Company (the “Offering”).
Departure of Chief Financial Officer
On July 23, 2025, Mr. Chun Kit Tsui, the Company’s Chief Financial Officer, tendered his resignation to the Board. Pursuant to the two-month notice period in the employment agreement entered by the Company and Mr. Tsui, Mr. Tsui’s resignation will be effective September 22, 2025. On September 9, 2025, the Board and Mr. Chun Kit Tsui mutually agreed the early release of Mr. Chun Kit Tsui from his active duties, with such early release to be treated as the beginning of his garden leave period, effective on the same date. Mr. Tsui’s resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. The Board expressed its gratitude for his contributions and dedicated service to the Company.
Appointment of New Chief Financial Officer and Chief Operating Officer
On September 15, 2025, the Board appointed Mr. Man Kiu Chan as the Company’s Chief Financial Officer and Mr. Chunlin Tong as the Company’s Chief Operating Officer, effective as of September 15, 2025.
Mr. Man Kiu Chan, age 63, has over 30 years of accounting, financial management, and corporate governance experience. He served as Chief Financial Officer and Company Secretary of Jiangnan Group Limited, a Hong Kong-listed cable manufacturer, from 2011 until its privatization in 2023. Prior to that, he held senior management roles at Xinhua Sports & Entertainment Limited as Deputy COO, Xinhua Financial Network Limited as Managing Director of Business Development, and Jardine Fleming Holdings Limited as Director of Securities Services. He began his career at PriceWaterhouse in Hong Kong. Mr. Chan is an associate member of the Hong Kong Institute of Certified Public Accountants and holds a Professional Diploma in Accountancy from Hong Kong Polytechnic and an MBA from City University of Hong Kong.
Mr. Chunlin Tong, age 41, has more than 17 years of management and marketing experience across multinational and financial services companies. He most recently served as Marketing Director of Sparkle In Technology Investment Ltd. in Hong Kong, where he led business development with major enterprises and state-owned entities. From 2022 to 2023, he was Managing Director of CIC Guolian (Beijing) Investment Fund Co., Ltd. Previously, Mr. Tong held senior positions at Aerospace Science and Industry Financial Leasing Co., Ltd., CITIC Financial Leasing, Minsheng Financial Leasing, and Huawei Technologies, where he was responsible for business development in shipping, aviation, energy, finance, and intelligent manufacturing sectors. He holds an MBA in Accounting, Finance, and Management from the Graduate School of the Chinese Academy of Social Sciences.
There is no arrangement or understanding between Mr. Chan, Mr. Tong and any other person pursuant to which they were selected as an officer of the Company, and there is no family relationship between Mr. Chan, Mr. Tong and any of the Company’s other directors or executive officers. Since the beginning of the Company’s last fiscal year, there have been no transactions, and there are no currently proposed transactions, in which the Company was or is to be a participant and in which Mr. Chan or Mr. Tong had or will have a direct or indirect material interest that would be required to be reported under Item 404(a) of Regulation S-K.
In connection with the appointment, on September 15, 2025, the Company entered into an employment agreement and an indemnification agreement with each of Mr. Chan and Mr. Tong. The foregoing description of the employment agreements and indemnification agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the forms of the employment agreements and the indemnification agreements, copies of which are filed as Exhibit 10.1and Exhibit 10.2 to this Form 6-K and are incorporated herein by reference.
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EXHIBIT INDEX
| Exhibit No. | Description |
|---|---|
| 10.1 | Form Employment Agreement |
| 10.2 | Form Indemnification Agreement |
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Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| PS International Group Ltd. | |
|---|---|
| By: | /s/ |
| Name: | Yee Kit Chan |
| Title: | Director and Chairman of the Board |
Date: September 18, 2025
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Exhibit 10.1
PS INTERNATIONAL GROUP LTD. EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of _______, 2025, by and between PS International Group Ltd., an exempted company incorporated and existing under the laws of the Cayman Islands (the “Company”) and ______ (the “Executive”).
RECITALS
WHEREAS, the Company desires to employ the Executive and to assure itself of the services of the Executive during the term of Employment (as defined below) and under the terms and conditions of the Agreement;
WHEREAS, the Executive desires to be employed by the Company during the term of Employment and under the terms and conditions of the Agreement;
AGREEMENT
NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements herein contained, the Company and the Executive agree as follows:
| 1. | EMPLOYMENT |
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The Company hereby agrees to employ the Executive and the Executive hereby accepts such employment, on the terms and conditions hereinafter set forth (the “Employment”).
| 2. | TERM |
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Subject to the terms and conditions of the Agreement, the initial term of the Employment shall be one year, commencing on September 15, 2025, (the “EffectiveDate”) and ending on September 7, 2026, (the “Initial Term”), unless terminated earlier pursuant to the terms of the Agreement. Upon expiration of the Initial Term of the Employment, the Employment shall be automatically extended for successive periods of 12 months each (each, an “Extension Period”) unless either party shall have given 60 days advance written notice to the other party, in the manner set forth in Section 18 below, prior to the end of the Initial Term or the Extension Period in question, as applicable, that the term of this Agreement that is in effect at the time such written notice is given is not to be extended or further extended, as the case may be (the period during which this Agreement is effective being referred to hereafter as the “Term”).
| 3. | POSITION AND DUTIES |
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| (a) | During the Term, the Executive shall serve as Chief _____ Officer of the Company or in such other position or positions with a level<br>of duties and responsibilities consistent with the foregoing with the Company and/or its subsidiaries and affiliates as the Board of Directors<br>of the Company (the “Board”) may specify from time to time and shall have the duties, responsibilities and obligations<br>customarily assigned to individuals serving in the position or positions in which the Executive serves hereunder and as assigned by the<br>Board, or with the Board’s authorization, by the Company’s Chief Executive Officer. The Executive is indemnified for serving<br>as Chief ______ Officer on a basis no less favorable than is currently provided to any other director or any member of the Group. |
|---|---|
| (b) | The Executive agrees to serve without additional compensation (or with additional compensation to be separately agreed with the Company),<br>if elected or appointed thereto, as a director of the Company or any subsidiaries or affiliated entity of the Company (collectively, the<br>“Group”) and as a member of any committees of the board of directors of any such entity, provided that the Executive<br>is indemnified for serving in any and all such capacities on a basis no less favorable than is currently provided to any other director<br>of any member of the Group. |
| --- | --- |
| (c) | The Executive agrees to devote his/her working time and efforts to the performance of his/her duties for the Company and to faithfully<br>and diligently serve the Company in accordance with the Agreement and the guidelines, policies and procedures of the Company approved<br>from time to time by the Board. |
| --- | --- |
| 4. | NO BREACH OF CONTRACT |
| --- | --- |
The Executive hereby represents to the Company that: (i) the execution and delivery of the Agreement by the Executive and the performance by the Executive of the Executive’s duties hereunder shall not constitute a breach of, or otherwise contravene, the terms of any other agreement or policy to which the Executive is a party or by which the Executive is otherwise bound, except that the Executive does not make any representation with respect to agreements required to be entered into by and between the Executive and any member of the Group pursuant to the applicable law of the jurisdiction in which the Executive is based, if any; (ii) that the Executive is not in possession of any information (including, without limitation, confidential information and trade secrets) the knowledge of which would prevent the Executive from freely entering into the Agreement and carrying out his/her duties hereunder; and (iii) that the Executive is not bound by any confidentiality, trade secret or similar agreement with any person or entity other than any member of the Group.
| 5. | LOCATION |
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The Executive will be based in ______ or any other location as requested by the Company or as mutually agreed between the Executive and the Company during the Term.
| 6. | COMPENSATION AND BENEFITS |
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| (a) | Cash Compensation. As compensation for the performance by the Executive of his/her obligations hereunder, during the Term,<br>the Company shall pay the Executive cash compensation (inclusive of the statutory benefit contributions that the Company is required to<br>set aside for the Executive under applicable law) pursuant to Schedule A hereto, subject to annual review and adjustment<br>by the Board or any committee designated by the Board. |
|---|---|
| (b) | Equity Incentives. During the Term, the Executive shall be eligible to participate, at a level comparable to similarly situated<br>executives of the Company, in such long-term compensation arrangements as may be authorized from time to time by the Board, including<br>any share incentive plan the Company may adopt from time to time in its sole discretion. |
| --- | --- |
| (c) | Benefits. During the Term, the Executive shall be entitled to participate in all of the employee benefit plans and arrangements<br>made available by the Company to its similarly situated executives, including, but not limited to, any retirement plan, medical insurance<br>plan and travel/holiday policy, subject to and on a basis consistent with the terms, conditions and overall administration of such plans<br>and arrangements. |
| --- | --- |
| 7. | TERMINATION OF THE AGREEMENT |
| --- | --- |
The Employment may be terminated as follows:
| (a) | Death. The Employment shall terminate upon the Executive’s death. |
|---|---|
| (b) | Disability. The Employment shall terminate if the Executive has a disability, including any physical or mental impairment which,<br>as reasonably determined by the Board, renders the Executive unable to perform the essential functions of his/her position at the Company,<br>even with reasonable accommodation that does not impose an undue burden on the Company, for more than 180 days in any 12-month period,<br>unless a longer period is required by applicable law, in which case that longer period shall apply. |
| --- | --- |
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| (c) | Cause. The Company may terminate the Executive’s employment here under for Cause. The occurrence of any of the following,<br>as reasonably determined by the Company, shall be a reason for Cause, provided that, if the Company determines that the circumstances<br>constituting Cause are curable, then such circumstances shall not constitute Cause unless and until the Executive has been informed by<br>the Company of the existence of Cause and given an opportunity of ten business days to cure, and such Cause remains uncured at the end<br>of such ten-day period: |
|---|---|
| (1) | continued failure by the Executive to satisfactorily perform his/her duties. |
| --- | --- |
| (2) | willful misconduct or gross negligence by the Executive in the performance of his/her duties hereunder, including insubordination. |
| --- | --- |
| (3) | the Executive’s conviction or entry of a guilty or nolo contendere plea of any felony or any misdemeanor involving moral<br>turpitude. |
| --- | --- |
| (4) | the Executive’s commission of any act involving dishonesty that results in material financial, reputational or other harm, monetary<br>or otherwise, to any member of the Group, including but not limited to an act constituting misappropriation or embezzlement of the property<br>of any member of the Group as determined in good faith by the Board; or |
| --- | --- |
| (5) | any material breach by the Executive of this Agreement. |
| --- | --- |
| (d) | Good Reason. The Executive may terminate his/her employment hereunder for “Good Reason” upon the occurrence, without<br>the written consent of the Company, of an event constituting a material breach of this Agreement by the Company that has not been fully<br>cured within ten business days after written notice thereof has been given by the Executive to the Company setting forth in sufficient<br>detail the conduct or activities the Executive believes constitute grounds for Good Reason, including but not limited to: |
| --- | --- |
| (1) | the failure by the Company to pay to the Executive any portion of the Executive’s current compensation or to pay to the Executive<br>any portion of an installment of deferred compensation under any deferred compensation program of the Company, within 20 business days<br>of the date such compensation is due; or |
| --- | --- |
| (2) | any material breach by the Company of this Agreement. |
| --- | --- |
| (e) | Without Cause by the Company; Without Good Reason by the Executive. The Company may terminate the Executive’s employment<br>hereunder at any time without Cause upon 60-day prior written notice to the Executive. The Executive may terminate the Executive’s<br>employment voluntarily for any reason or no reason at any time by giving 60-day prior written notice to the Company. |
| --- | --- |
| (f) | Notice of Termination. Any termination of the Executive’s employment under the Agreement shall be communicated by written<br>notice of termination (“Notice of Termination”) from the terminating party to the other party. The notice of<br>termination shall indicate the specific provision(s) of the Agreement relied upon in effecting the termination. |
| --- | --- |
| (g) | Date of Termination. The “Date of Termination” shall mean (i) the date set forth in the Notice of Termination,<br>or (ii) if the Executive’s employment is terminated by the Executive’s death, the date of his/her death. |
| --- | --- |
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| (h) | Compensation upon Termination. |
|---|---|
| (1) | Death. If the Executive’s employment is terminated<br>by reason of the Executive’s death, the Company shall have no further obligations to the Executive under this Agreement and the<br>Executive’s benefits shall be determined under the Company’s retirement, insurance and other benefit and compensation plans<br>or programs then in effect in accordance with the terms of such plans and programs. |
| --- | --- |
| (2) | By Company without Cause or by the Executive for Good Reason. If the Executive’s employment is terminated by the Company<br>other than for Cause or by the Executive for Good Reason, the Company shall (i) continue to pay and otherwise provide to the Executive,<br>during any notice period, all compensation, base salary and previously earned but unpaid incentive compensation, if any, and shall continue<br>to allow the Executive to participate in any benefit plans in accordance with the terms of such plans during such notice period; and (ii)<br>pay to the Executive, in lieu of benefits under any severance plan or policy of the Company, any such amount as may be agreed between<br>the Company and the Executive. |
| --- | --- |
| (3) | By Company for Cause or by the Executive other than for Good Reason. If the Executive’s employment shall be terminated<br>by the Company for Cause or by the Executive other than for Good Reason, the Company shall pay the Executive his/her base salary at the<br>rate in effect at the time Notice of Termination is given through the Date of Termination, and the Company shall have no additional obligations<br>to the Executive under this Agreement. |
| --- | --- |
| (i) | Return of Company Property. The Executive agrees that following the termination of the Executive’s employment for any<br>reason, or at any time prior to the Executive’s termination upon the request of the Company, he/she shall return all property of<br>the Group that is then in or thereafter comes into his/her possession, including, but not limited to, any Confidential Information (as<br>defined below) or Intellectual Property (as defined below), or any other documents, contracts, agreements, plans, photographs, projections,<br>books, notes, records, electronically stored data and all copies, excerpts or summaries of the foregoing, as well as any automobile or<br>other materials or equipment supplied by the Group to the Executive, if any. |
| --- | --- |
| (j) | Requirement for a Release. Notwithstanding the foregoing, the Company’s obligations to<br>pay or provide any benefits shall (1) cease as of the date the Executive breaches any of the provisions of Sections 8,<br>9 and 10<br>hereof, and (2) be conditioned on the Executive signing the Company’s customary release of claims<br>in favor of the Group and the expiration of any revocation period provided for in such release. |
| --- | --- |
| 8. | CONFIDENTIALITY AND NONDISCLOSURE |
| --- | --- |
| (a) | Confidentiality and Non-Disclosure. |
|---|---|
| (1) | The Executive acknowledges and agrees that: (A) the Executive<br>holds a position of trust and confidence with the Company and that his/her employment by the Company will require that the Executive<br>have access to and knowledge of valuable and sensitive information, material, and devices relating to the Company and/or its business,<br>activities, products, services, customers and vendors, including, but not limited to, the following, regardless of the form in which<br>the same is accessed, maintained or stored: the identity of the Company’s actual and prospective customers and, as applicable,<br>their representatives; prior, current or future research or development activities of the Company; the products and services provided<br>or offered by the Company to customers or potential customers and the manner in which such services are performed or to be performed;<br>the product and/or service needs of actual or prospective customers; pricing and cost information; information concerning the development,<br>engineering, design, specifications, acquisition or disposition of products and/or services of the Company; user base personal data,<br>programs, software and source codes, licensing information, personnel information, advertising client information, vendor information,<br>marketing plans and techniques, forecasts, and other trade secrets (“Confidential Information”); and (B) the<br>direct and indirect disclosure of any such Confidential Information would place the Company at a competitive disadvantage and would do<br>damage, monetary or otherwise, to the Company’s business. |
| --- | --- |
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| (2) | During the Term and at all times thereafter, the Executive shall not, directly or indirectly, whether individually, as a director,<br>stockholder, owner, partner, employee, consultant, principal or agent of any business, or in any other capacity, publish or make known,<br>disclose, furnish, reproduce, make available, or utilize any of the Confidential Information without the prior express written approval<br>of the Company, other than in the proper performance of the duties contemplated herein, unless and until such Confidential Information<br>is or shall become general public knowledge through no fault of the Executive. |
|---|---|
| (3) | In the event that the Executive is required by law to disclose any Confidential Information, the Executive agrees to give the Company<br>prompt advance written notice thereof and to provide the Company with reasonable assistance in obtaining an order to protect the Confidential<br>Information from public disclosure. |
| --- | --- |
| (4) | The failure to mark any Confidential Information as confidential shall not affect its status as Confidential Information under this<br>Agreement. |
| --- | --- |
| (b) | Third Party Information in the Executive’s Possession. The Executive agrees that he/she shall not, during the Term, (i)<br>improperly use or disclose any proprietary information or trade secrets of any former employer or other person or entity with which the<br>Executive has an agreement or duty to keep in confidence information acquired by Executive, if any, or (ii) bring into the premises of<br>Company any document or confidential or proprietary information belonging to such former employer, person or entity unless consented to<br>in writing by such former employer, person or entity. The Executive will indemnify the Company and hold it harmless from and against all<br>claims, liabilities, damages and expenses, including reasonable attorneys’ fees and costs of litigation, arising out of or in connection<br>with any violation of the foregoing. |
| --- | --- |
| (c) | Third Party Information in the Company’s Possession. The Executive recognizes that the Company may have received, and<br>in the future may receive, from third parties their confidential or proprietary information subject to a duty on the Company’s part<br>to maintain the confidentiality of such information and to use it only for certain limited purposes. The Executive agrees that the Executive<br>owes the Company and such third parties, during the Term and thereafter, a duty to hold all such confidential or proprietary information<br>in strict confidence and not to disclose such information to any person or firm, or otherwise use such information, in a manner inconsistent<br>with the limited purposes permitted by the Company’s agreement with such third party. |
| --- | --- |
This Section 8 shall survive the termination of the Agreement for any reason. In the event the Executive breaches this Section 8, the Company shall have right to seek remedies permissible under applicable law.
| 9. | INTELLECTUAL PROPERTY |
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| (a) | Prior Inventions. The Executive has attached hereto,<br>as Schedule B, a list describing all inventions, ideas, improvements, designs and discoveries, whether or not patentable<br>and whether or not reduced to practice, original works of authorship and trade secrets made or conceived by or belonging to the Executive<br>(whether made solely by the Executive or jointly with others) that (i) were developed by Executive prior to the Executive’s employment<br>by the Company (collectively, “Prior Inventions”), (ii) relate to the Company’ actual or proposed business,<br>products or research and development, and (iii) are not assigned to the Company hereunder; or, if no such list is attached, the Executive<br>represents that there are no such Prior Inventions. Except to the extent set forth in Schedule B, the Executive hereby<br>acknowledges that, if in the course of his/her service for the Company, the Executive incorporates into a Company product, process or<br>machine a Prior Invention owned by the Executive or in which he/she has an interest, the Company is hereby granted and shall have a nonexclusive,<br>royalty-free, irrevocable, perpetual, worldwide right and license (which may be freely transferred by the Company to any other person<br>or entity) to make, have made, modify, use, sell, (ii) sublicense and otherwise distribute such Prior Invention as part of or in connection<br>with such product, process or machine. |
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| (b) | Assignment of Intellectual Property. The Executive hereby assigns to the Company or its designees, without further consideration<br>and free and clear of any lien or encumbrance, the Executive’s entire right, title and interest (within the United States and all<br>foreign jurisdictions) to any and all inventions, discoveries, improvements, developments, works of authorship, concepts, ideas, plans,<br>specifications, software, formulas, databases, designees, processes and contributions to Confidential Information created, conceived,<br>developed or reduced to practice by the Executive (alone or with others) during the Term which (i) are related to the Company’s<br>current or anticipated business, activities, products, or services, (ii) result from any work performed by Executive for the Company,<br>or (iii) are created, conceived, developed or reduced to practice with the use of Company property, including any and all Intellectual<br>Property Rights (as defined below) therein (“Work Product”). Any Work Product which falls within the definition<br>of “work made for hire”, as such term is defined in the U.S. Copyright Act, shall be considered a “work made for hire”,<br>the copyright in which vests initially and exclusively in the Company. The Executive waives any rights to be attributed as the author<br>of any Work Product and any “droit morale” (moral rights) in Work Product. The Executive agrees to immediately disclose to<br>the Company all Work Product. For purposes of this Agreement, “Intellectual Property” shall mean any patent, copyright, trademark<br>or service mark, trade secret, or any other proprietary rights protection legally available. |
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| (c) | Patent and Copyright Registration. The Executive agrees to execute and deliver any instruments or documents and to do all other<br>things reasonably requested by the Company in order to more fully vest the Company with all ownership rights in the Work Product. If any<br>Work Product is deemed by the Company to be patentable or otherwise registrable, the Executive shall assist the Company (at the Company’s<br>expense) in obtaining letters of patent or other applicable registration therein and shall execute all documents and do all things, including<br>testifying (at the Company’s expense) as necessary or appropriate to apply for, prosecute, obtain, or enforce any Intellectual Property<br>right relating to any Work Product. Should the Company be unable to secure the Executive’s signature on any document deemed necessary<br>to accomplish the foregoing, whether due to the Executive’s disability or other reason, the Executive hereby irrevocably designates<br>and appoints the Company and each of its duly authorized officers and agents as the Executive’s agent and attorney-in-fact to act<br>for and on the Executive’s behalf and stead to take any of the actions required of Executive under the previous sentence, with the<br>same effect as if executed and delivered by the Executive, such appointment being coupled with an interest. |
| --- | --- |
This Section 9 shall survive the termination of the Agreement for any reason. In the event the Executive breaches this Section 9, the Company shall have right to seek remedies permissible under applicable law.
| 10. | NON-COMPETITION AND NON-SOLICITATION |
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| (a) | Non-Competition. In consideration of the compensation<br>provided to the Executive by the Company hereunder, the adequacy of which is hereby acknowledged by the parties hereto, the Executive<br>agree that during the Term and for a period of one year following the termination of the Employment for whatever reason, the Executive<br>shall not engage in Competition (as defined below) with the Group. For purposes of this Agreement, “Competition” by the Executive<br>shall mean the Executive’s engaging in, or otherwise directly or indirectly being employed by or acting as a consultant or lender<br>to, or being a director, officer, employee, principal, agent, stockholder, member, owner or partner of, or permitting the Executive’s<br>name to be used in connection with the activities of, any other (a) business or organization which competes, directly or indirectly,<br>with the Group in the Business; provided, however, it shall not be a violation of this Section 10(a) for the Executive<br>to become the registered or beneficial owner of up to five percent (5%) of any class of the capital stock of a publicly traded corporation<br>in Competition with the Group, provided that the Executive does not otherwise participate in the business of such corporation. |
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For purposes of this Agreement, “Business” means the business of freight forwarding, global logistics and supply chain services, and any other business and any other business which the Group engages in, or is preparing to become engaged in, during the Term.
| (b) | Non-Solicitation; Non-Interference. During the Term and for a period of one year following the termination of the Executive’s<br>employment for any reason, the Executive agrees that he/she will not, directly or indirectly, for the Executive’s benefit or for<br>the benefit of any other person or entity, do any of the following: |
|---|---|
| (1) | solicit from any customer doing business with the Group during the Term business of the same or of a similar nature to the Business. |
| --- | --- |
| (2) | solicit from any known potential customer of the Group business of the same or of a similar nature to that which has been the subject<br>of a known written or oral bid, offer or proposal by the Group, or of substantial preparation with a view to making such a bid, proposal<br>or offer. |
| --- | --- |
| (3) | solicit the employment or services of, or hire or engage, any person who is known to be employed or engaged by the Group; or |
| --- | --- |
| (4) | otherwise interfere with the business or accounts of the Group, including, but not limited to, with respect to any relationship or<br>agreement between the Group and any vendor or supplier. |
| --- | --- |
| (c) | Injunctive Relief; Indemnity of Company. The Executive agrees that any breach or threatened breach<br>of subsections (a) and (b)<br>of this Section 10 would<br>result in irreparable injury and damage to the Company for which an award of money to the Company would not be an adequate remedy. The<br>Executive therefore also agrees that in the event of said breach or any reasonable threat of breach, the Company shall be entitled to<br>seek an immediate injunction and restraining order to prevent such breach and/or threatened breach and/or continued breach by the Executive<br>and/or any and all persons and/or entities acting for and/or with the Executive. The terms of this paragraph shall not prevent the Company<br>from pursuing any other available remedies for any breach or threatened breach hereof, including, but not limited to, remedies available<br>under this Agreement and the recovery of damages. The Executive and the Company further agree that the provisions of this Section 10<br>are reasonable. The Executive agrees to indemnify and hold harmless the Company from and against all reasonable<br>expenses (including reasonable fees and disbursements of counsel) which may be incurred by the Company in connection with, or arising<br>out of, any violation of this Agreement by the Executive. This Section 10<br>shall survive the termination of the Agreement for any reason. |
| --- | --- |
| 11. | WITHHOLDING TAXES |
| --- | --- |
Notwithstanding anything else herein to the contrary, the Company may withhold (or cause there to be withheld, as the case may be) from any amounts otherwise due or payable under or pursuant to the Agreement such national, state, provincial, local or any other income, employment, or other taxes as may be required to be withheld pursuant to any applicable law or regulation.
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| 12. | ASSIGNMENT |
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The Agreement is personal in its nature and neither of the parties hereto shall, without the consent of the other, assign or transfer the Agreement or any rights or obligations hereunder; provided, however, that the Company may assign or transfer the Agreement or any rights or obligations hereunder to any member of the Group without such consent. If the Executive should die while any amounts would still be payable to the Executive hereunder if the Executive had continued to live, all such amounts unless otherwise provided herein shall be paid in accordance with the terms of this Agreement to the Executive’s devisee, legatee, or other designee or, if there be no such designee, to the Executive’s estate. The Company will require any and all successors (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Executive to compensation from the Company in the same amount and on the same terms as the Executive would be entitled to hereunder if the Company had terminated the Executive’s employment other than for Cause, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the Date of Termination. As used in this Section 12, “Company” shall mean the Company as herein before defined and any successor to its business and/or assets as aforesaid which executes and delivers the agreement provided for in this Section 12 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law.
| 13. | SEVERABILITY |
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If any provision of the Agreement or the application thereof is held invalid, the invalidity shall not affect other provisions or applications of the Agreement which can be given effect without the invalid provisions or applications and to this end the provisions of the Agreement are declared to be severable.
| 14. | ENTIRE AGREEMENT |
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The Agreement constitutes the entire agreement and understanding between the Executive and the Company regarding the terms of the Employment and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter. The Executive acknowledges that he/she has not entered into the Agreement in reliance upon any representation, warranty or undertaking which is not set forth in the Agreement.
| 15. | GOVERNING LAW |
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The Agreement shall be governed by and construed in accordance with the law of the Cayman Islands.
| 16. | AMENDMENT |
|---|
The Agreement may not be amended, modified or changed (in whole or in part), except by a formal, definitive written agreement expressly referring to the Agreement, which agreement is executed by both of the parties hereto.
| 17. | WAIVER |
|---|
Neither the failure nor any delay on the part of a party to exercise any right, remedy, power or privilege under the Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or of any right, remedy, power or privilege, nor shall any waiver of any right, remedy, power or privilege with respect to any occurrence be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence. No waiver shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver.
| 18. | NOTICES |
|---|
All notices, requests, demands and other communications required or permitted under the Agreement shall be in writing and shall be deemed to have been duly given and made if (i) delivered by hand, (ii) otherwise delivered against receipt therefor, (iii) sent by a recognized courier with next-day or second-day delivery to the last known address of the other party; or (iv) sent by e-mail with confirmation of receipt.
| 19. | COUNTERPARTS |
|---|
The Agreement may be executed in any number of counterparts, each of which shall be deemed an original as against any party whose signature appears thereon, and all of which together shall constitute one and the same instrument. The Agreement shall become binding when one or more counterparts hereof, individually or taken together, shall bear the signatures of all of the parties reflected hereon as the signatories. Photographic copies of such signed counterparts may be used in lieu of the originals for any purpose.
| 20. | NO INTERPRETATION AGAINST DRAFTER |
|---|
Each party recognizes that the Agreement is a legally binding contract and acknowledges that such party has had the opportunity to consult with legal counsel of choice. In any construction of the terms of the Agreement, the same shall not be construed against either party on the basis of that party being the drafter of such terms.
[Remainder of the page intentionallyleft blank.]
8
IN WITNESS WHEREOF, the Agreement has been executed as of the date first written above.
| COMPANY: | PS INTERNATIONAL GROUP LTD. |
|---|---|
| a Cayman Islands exempted company | |
| Name: | |
| Title: | |
| EXECUTIVE: | |
| Name: | |
| Title: | |
| Address: |
9
Schedule A
The compensation of the Executive is set forth as follows
Remuneration
| - | A fixed salary of HK$_____ per month will be payable on the<br>second last (working) day of each month. |
|---|
-
| - | The annual bonus (so-called 13th month or year-end bonus in<br>Hong Kong), if any, is discretionary and performance-related. It is solely at the discretion of the management of the Company if and<br>when the bonus would be given. |
|---|
Other Benefits
| - | After completion of one full year service, the Executive will<br>be entitled to: |
|---|
a. An annual leave of 12-15 work days per year, accumulation of the leave is not allowed. If the Executive resigns during the time who has worked for a period of less than 12 months, Executive will be entitled to have a pro rata annual leave based on 7 work days;
b. Hospitalization and outpatient benefits (refer to the relevant insurance policy for details of the coverage)
| - | The Company will enroll the Executive in Mandatory Provident<br>Fund scheme as statutorily obliged. |
|---|
10
Schedule B
List of Prior Inventions
Not applicable
11
Exhibit 10.2
PS INTERNATIONAL GROUP LTD.
INDEMNIFICATION AGREEMENT
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of [ ] by and between PS International Group Ltd., an exempted company incorporated and existing under the laws of the Cayman Islands (the “Company”), and [ ] (the “Indemnitee”).
WHEREAS, the Indemnitee has agreed to serve as a director or officer of the Company and in such capacity will render valuable services to the Company; and
WHEREAS, in order to induce and encourage highly experienced and capable persons such as the Indemnitee to render valuable services to the Company, the board of directors of the Company (the “Board”) has determined that this Agreement is not only reasonable and prudent, but necessary to promote and ensure the best interests of the Company and its shareholders;
NOW, THEREFORE, in consideration of the premises and mutual agreements hereinafter set forth, and other good and valuable consideration, including, without limitation, the service of the Indemnitee, the receipt of which hereby is acknowledged, and in order to induce the Indemnitee to render valuable services the Company, the Company and the Indemnitee hereby agree as follows:
1. Definitions. As used in this Agreement:
(a) The term “Change in Control” shall mean a change in control of the Company of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or in response to any similar item on any similar or successor schedule or form) promulgated under the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the “Act”), whether or not the Company is then subject to such reporting requirement; provided, however, that, without limitation, such a Change in Control shall be deemed to have occurred (irrespective of the applicability of the initial clause of this definition) if (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Act, but excluding any trustee or other fiduciary holding securities pursuant to an employee benefit or welfare plan or employee share plan of the Company or any subsidiary or affiliate of the Company, or any entity organized, appointed, established or holding securities of the Company with voting power for or pursuant to the terms of any such plan) becomes the “beneficial owner” (as defined in Rule 13d-3 under the Act), directly or indirectly, of securities of the Company representing 30% or more of the combined voting power of the Company’s then outstanding securities without the prior approval of at least two-thirds of the Continuing Directors (as defined below) in office immediately prior to such person’s attaining such interest; (ii) the Company is a party to a merger, consolidation, scheme of arrangement, sale of assets or other reorganization, or a proxy contest, as a consequence of which Continuing Directors in office immediately prior to such transaction or event constitute less than a majority of the Board of the Company (or any successor entity) thereafter; or (iii) during any period of two (2) consecutive years, individuals who at the beginning of such period constituted the Board of the Company (including for this purpose any new director whose election or nomination for election by the Company’s shareholders was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of such period) (such directors being referred to herein as “Continuing Directors”) cease for any reason to constitute at least a majority of the Board of the Company.
Indemnification Agreement P.1
(b) The term “Disinterested Director” with respect to any request by the Indemnitee for indemnification or advancement of expenses hereunder shall mean a director of the Company who neither is nor was a party to the Proceeding (as defined below) in respect of which indemnification or advancement is being sought by the Indemnitee.
(c) The term “Expenses” shall mean, without limitation, expenses of Proceedings, including reasonable attorneys’ fees, disbursements and retainers, accounting and witness fees, expenses related to preparation for service as a witness and to service as a witness, travel and deposition costs, expenses of investigations, judicial or administrative proceedings and appeals, amounts paid in settlement of a Proceeding by or on behalf of the Indemnitee, costs of attachment or similar bonds, any expenses of attempting to establish or establishing a right to indemnification or advancement of expenses, under this Agreement, the Company’s Memorandum of Association and Articles of Association as currently in effect (the “Articles”), applicable law or otherwise, and reasonable compensation for time spent by the Indemnitee in connection with the investigation, defense or appeal of a Proceeding or action for indemnification for which the Indemnitee is not otherwise compensated by the Company or any third party. The term “Expenses” shall not include the amount of judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, which are actually levied against or sustained by the Indemnitee to the extent sustained after final adjudication.
(d) The term “Independent Legal Counsel” shall mean any firm of attorneys reasonably selected by the Board of the Company, so long as such firm has not represented the Company, the Company’s subsidiaries or affiliates, the Indemnitee, any entity controlled by the Indemnitee, or any party adverse to the Company, within the preceding five (5) years. Notwithstanding the foregoing, the term “Independent Legal Counsel” shall not include any person who, under applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or the Indemnitee in an action to determine the Indemnitee’s right to indemnification or advancement of expenses under this Agreement, the Company’s Articles, applicable law or otherwise.
(e) The term “Proceeding” shall mean any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, or other proceeding (including, without limitation, an appeal therefrom), formal or informal, whether brought in the name of the Company or otherwise, whether of a civil, criminal, administrative or investigative nature, and whether by, in or involving a court or an administrative, other governmental or private entity or body (including, without limitation, an investigation by the Company or its Board), by reason of (i) the fact that the Indemnitee is or was a director or officer of the Company, or is or was serving at the request of the Company as an agent of another enterprise, whether or not the Indemnitee is serving in such capacity at the time any liability or expense is incurred for which indemnification or reimbursement is to be provided under this Agreement, (ii) any actual or alleged act or omission or neglect or breach of duty, including, without limitation, any actual or alleged error or misstatement or misleading statement, which the Indemnitee commits or suffers while acting in any such capacity, or (iii) the Indemnitee attempting to establish or establishing a right to indemnification or advancement of expenses pursuant to this Agreement, the Company’s Articles, applicable law or otherwise.
(f) The phrase “serving at the request of the Company as an agent of another enterprise” or any similar terminology shall mean, unless the context otherwise requires, serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, limited liability company, trust, employee benefit or welfare plan or other enterprise, foreign or domestic. The phrase “serving at the request of the Company” shall include, without limitation, any service as a director/an executive officer of the Company which imposes duties on, or involves services by, such director/executive officer with respect to the Company or any of the Company’s subsidiaries, affiliates, employee benefit or welfare plans, such plan’s participants or beneficiaries or any other enterprise, foreign or domestic. In the event that the Indemnitee shall be a director, officer, employee or agent of another corporation, partnership, joint venture, limited liability company, trust, employee benefit or welfare plan or other enterprise, foreign or domestic, 50% or more of the ordinary shares, combined voting power or total equity interest of which is owned by the Company or any subsidiary or affiliate thereof, then it shall be presumed conclusively that the Indemnitee is so acting at the request of the Company.
Indemnification Agreement P.2
2. Services by the Indemnitee. The Indemnitee agrees to serve as a director or officer of the Company under the terms of the Indemnitee’s agreement with the Company for so long as the Indemnitee is duly elected or appointed or until such time as the Indemnitee tenders a resignation in writing or is removed from the Indemnitee’s position; provided, however, that the Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or other obligation imposed by operation of law).
**3. Proceedings by or in the Right of the Company.**The Company shall indemnify the Indemnitee if the Indemnitee is a party to or threatened to be made a party to or is otherwise involved in any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is or was a director or officer of the Company, or is or was serving at the request of the Company as an agent of another enterprise, against all Expenses, judgments, fines, interest or penalties, and excise taxes assessed with respect to any employee benefit or welfare plan, which are actually and reasonably incurred by the Indemnitee in connection with the defense or settlement of such a Proceeding, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company; except that no indemnification under this section shall be made in respect of any claim, issue or matter as to which such person shall have been adjudicated by final judgment by a court of competent jurisdiction to be liable to the Company for willful misconduct in the performance of his/her duty to the Company, unless and only to the extent that the court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such amounts which such other court shall deem proper.
4. Proceeding Other Than a Proceeding by orin the Right of the Company. The Company shall indemnify the Indemnitee if the Indemnitee is a party to or threatened to be made a party to or is otherwise involved in any Proceeding (other than a Proceeding by or in the right of the Company), by reason of the fact that the Indemnitee is or was a director or officer of the Company, or is or was serving at the request of the Company as an agent of another enterprise, against all Expenses, judgments, fines, interest or penalties, and excise taxes assessed with respect to any employee benefit or welfare plan, which are actually and reasonably incurred by the Indemnitee in connection with such a Proceeding, to the fullest extent permitted by applicable law; provided, however, that any settlement of a Proceeding must be approved in advance in writing by the Company (which approval shall not be unreasonably withheld).
5. Indemnification for Costs, Charges and Expensesof Witness or Successful Party. Notwithstanding any other provision of this Agreement (except as set forth in subparagraph 9(a) hereof), and without a requirement for determination as required by Paragraph 8 hereof, to the extent that the Indemnitee (a) has prepared to serve or has served as a witness in any Proceeding in any way relating to (i) the Company or any of the Company’s subsidiaries, affiliates, employee benefit or welfare plans or such plan’s participants or beneficiaries or (ii) anything done or not done by the Indemnitee as a director or officer of the Company or in connection with serving at the request of the Company as an agent of another enterprise, or (b) has been successful in defense of any Proceeding or in defense of any claim, issue or matter therein, on the merits or otherwise, including the dismissal of a Proceeding without prejudice or the settlement of a Proceeding without an admission of liability, the Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee in connection therewith to the fullest extent permitted by applicable law.
Indemnification Agreement P.3
6. Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for a portion of the Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, which are actually and reasonably incurred by the Indemnitee in the investigation, defense, appeal or settlement of any Proceeding, but not, however, for the total amount of the Indemnitee’s Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, then the Company shall nevertheless indemnify the Indemnitee for the portion of such Expenses, judgments, fines, interest or penalties or excise taxes to which the Indemnitee is entitled.
7. Advancement of Expenses. The Expenses incurred by the Indemnitee in any Proceeding shall be paid promptly by the Company in advance of the final disposition of the Proceeding at the written request of the Indemnitee to the fullest extent permitted by applicable law; provided, however, that the Indemnitee shall set forth in such request reasonable evidence that such Expenses have been incurred by the Indemnitee in connection with such Proceeding, a statement that such Expenses do not relate to any matter described in subparagraph 9(a) of this Agreement, and an undertaking in writing to repay any advances if it is ultimately determined as provided in subparagraph 8(b) of this Agreement that the Indemnitee is not entitled to indemnification under this Agreement.
8. Indemnification Procedure; Determinationof Right to Indemnification.
(a) Promptly after receipt by the Indemnitee of notice of the commencement of any Proceeding, the Indemnitee shall, if a claim for indemnification or advancement of Expenses in respect thereof is to be made against the Company under this Agreement, notify the Company of the commencement thereof in writing. The omission to so notify the Company will not relieve the Company from any liability which the Company may have to the Indemnitee under this Agreement unless the Company shall have lost significant substantive or procedural rights with respect to the defense of any Proceeding as a result of such omission to so notify.
(b) The Indemnitee shall be conclusively presumed to have met the relevant standards of conduct, if any, as defined by applicable law, for indemnification pursuant to this Agreement and shall be absolutely entitled to such indemnification, unless a determination is made that the Indemnitee has not met such standards by a court of competent jurisdiction.
Indemnification Agreement P.4
(c) If a claim for indemnification or advancement of Expenses under this Agreement is not paid by the Company within thirty (30) days after receipt by the Company of written notice thereof, the rights provided by this Agreement shall be enforceable by the Indemnitee in any court of competent jurisdiction. Such judicial proceeding shall be made de novo. The burden of proving that indemnification or advances are not appropriate shall be on the Company. Neither the failure of the directors or shareholders of the Company or Independent Legal Counsel to have made a determination prior to the commencement of such action that indemnification or advancement of Expenses is proper in the circumstances because the Indemnitee has met the applicable standard of conduct, if any, nor an actual determination by the directors or shareholders of the Company or Independent Legal Counsel that the Indemnitee has not met the applicable standard of conduct shall be a defense to an action by the Indemnitee or create a presumption for the purpose of such an action that the Indemnitee has not met the applicable standard of conduct. The termination of any Proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself (i) create a presumption that the Indemnitee did not act in good faith and in a manner which he reasonably believed to be in the best interests of the Company and/or its shareholders, and, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that his conduct was unlawful or (ii) otherwise adversely affect the rights of the Indemnitee to indemnification or advancement of Expenses under this Agreement, except as may be provided herein.
(d) If a court of competent jurisdiction shall determine that the Indemnitee is entitled to any indemnification or advancement of Expenses hereunder, the Company shall pay all Expenses actually and reasonably incurred by the Indemnitee in connection with such adjudication (including, but not limited to, any appellate proceedings).
(e) With respect to any Proceeding for which indemnification or advancement of Expenses is requested, the Company will be entitled to participate therein at its own expense and, except as otherwise provided below, to the extent that it may wish, the Company may assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee. After notice from the Company to the Indemnitee of its election to assume the defense of a Proceeding, the Company will not be liable to the Indemnitee under this Agreement for any Expenses subsequently incurred by the Indemnitee in connection with the defense thereof, other than as provided below. The Company shall not settle any Proceeding in any manner which would impose any penalty or limitation on the Indemnitee without the Indemnitee’s written consent. The Indemnitee shall have the right to employ his/her own counsel in any Proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense of the Proceeding shall be at the expense of the Indemnitee, unless (i) the employment of counsel by the Indemnitee has been authorized by the Company, (ii) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of the defense of a Proceeding, or (iii) the Company shall not in fact have employed counsel to assume the defense of a proceeding, in each of which cases the fees and expenses of the Indemnitee’s counsel shall be advanced by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which the Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee.
Indemnification Agreement P.5
9. Limitations on Indemnification. No payments pursuant to this Agreement shall be made by the Company:
(a) To indemnify or advance funds to the Indemnitee for Expenses with respect to (i) Proceedings initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board finds it to be appropriate;
(b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insurance;
(c) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Act or similar provisions of any foreign or United States federal, state or local statute or regulation;
(d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement;
(e) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct, including, without limitation, breach of the duty of loyalty; or
Indemnification Agreement P.6
(f) If a court of competent jurisdiction finally determines that any indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication;
(g) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or
(h) To indemnify the Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemnitee.
10. Continuation of Indemnification. All agreements and obligations of the Company contained herein shall continue during the period that the Indemnitee is a director or officer of the Company (or is or was serving at the request of the Company as an agent of another enterprise, foreign or domestic) and shall continue thereafter so long as the Indemnitee shall be subject to any possible Proceeding by reason of the fact that the Indemnitee was a director or officer of the Company or serving in any other capacity referred to in this Paragraph 10.
**11. Indemnification Hereunder Not Exclusive.**The indemnification provided by this Agreement shall not be deemed to be exclusive of any other rights to which the Indemnitee may be entitled under the Company’s Articles, any agreement, vote of shareholders or vote of Disinterested Directors, provisions of applicable law, or otherwise, both as to action or omission in the Indemnitee’s official capacity and as to action or omission in another capacity on behalf of the Company while holding such office.
12. Successors and Assigns.
(a) This Agreement shall be binding upon the Indemnitee, and shall inure to the benefit of, the Indemnitee and the Indemnitee’s heirs, executors, administrators and assigns, whether or not the Indemnitee has ceased to be a director or officer, and the Company and its successors and assigns. Upon the sale of all or substantially all of the business, assets or share capital of the Company to, or upon the merger of the Company into or with, any corporation, partnership, joint venture, trust or other person, this Agreement shall inure to the benefit of and be binding upon both the Indemnitee and such purchaser or successor person. Subject to the foregoing, this Agreement may not be assigned by either party without the prior written consent of the other party hereto.
Indemnification Agreement P.7
(b) If the Indemnitee is deceased and is entitled to indemnification under any provision of this Agreement, the Company shall indemnify the Indemnitee’s estate and the Indemnitee’s spouse, heirs, executors, administrators and assigns against, and the Company shall, and does hereby agree to assume, any and all Expenses actually and reasonably incurred by or for the Indemnitee or the Indemnitee’s estate, in connection with the investigation, defense, appeal or settlement of any Proceeding. Further, when requested in writing by the spouse of the Indemnitee, and/or the Indemnitee’s heirs, executors, administrators and assigns, the Company shall provide appropriate evidence of the Company’s agreement set out herein to indemnify the Indemnitee against and to itself assume such Expenses.
13. Subrogation. In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee, who shall execute all documents required and shall do all acts that may be necessary to secure such rights and to enable the Company effectively to bring suit to enforce such rights.
14. Severability. Each and every paragraph, sentence, term and provision of this Agreement is separate and distinct so that if any paragraph, sentence, term or provision thereof shall be held to be invalid, unlawful or unenforceable for any reason, such invalidity, unlawfulness or unenforceability shall not affect the validity, unlawfulness or enforceability of any other paragraph, sentence, term or provision hereof. To the extent required, any paragraph, sentence, term or provision of this Agreement may be modified by a court of competent jurisdiction to preserve its validity and to provide the Indemnitee with the broadest possible indemnification permitted under applicable law. The Company’s inability, pursuant to a court order or decision, to perform its obligations under this Agreement shall not constitute a breach of this Agreement.
15. Savings Clause. If this Agreement or any paragraph, sentence, term or provision hereof is invalidated on any ground by any court of competent jurisdiction, the Company shall nevertheless indemnify the Indemnitee as to any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, which are incurred with respect to any Proceeding to the fullest extent permitted by any (a) applicable paragraph, sentence, term or provision of this Agreement that has not been invalidated or (b) applicable law.
16. Interpretation; Governing Law. This Agreement shall be construed as a whole and in accordance with its fair meaning and any ambiguities shall not be construed for or against either party. Headings are for convenience only and shall not be used in construing meaning. This Agreement shall be governed and interpreted in accordance with the laws of the Cayman Islands without regard to the conflict of laws principles thereof.
Indemnification Agreement P.8
17. Amendments. No amendment, waiver, modification, termination or cancellation of this Agreement shall be effective unless in writing signed by the party against whom enforcement is sought. The indemnification rights afforded to the Indemnitee hereby are contract rights and may not be diminished, eliminated or otherwise affected by amendments to the Company’s Articles, or by other agreements, including directors’ and officers’ liability insurance policies, of the Company.
18. Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each party and delivered to the other.
19. Notices. Any notice required to be given under this Agreement shall be directed to _____ of the Company, at Room 1002, 10/F., Join-In Hang Sing Centre, No. 2-16 Kwai Fung Crescent, Kwai Chung, New Territories, Hong Kong and to the Indemnitee at __________________________________________________ or to such other address as either shall designate to the other in writing.
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Indemnification Agreement P.9
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
| PS INTERNATIONAL GROUP LTD. | |
|---|---|
| By: | |
| Name: | |
| Title: | Chairman and Director |
| INDEMNITEE | |
| By: | |
| Name: | |
| Passport/ID Card No.: | |
| Address: |
Indemnification Agreement P.10