CHIEF EXECUTIVE OFFICER EMPLOYMENT AGREEMENT

首席执行官聘用协议书

This Chief Executive Officer Employment Agreement (“Agreement”) is made effective as of the ____ day of ___________, 20__ (the “Effective Date”) by and between ABC (hereafter referred to as “Company”), and Ming Wang, M.D. (“CEO”):

首席执行官聘用协议书（以下简称‘协议’）自——－之日起生效，20-－（生效年），由ABC公司（以下简称公司）以及**（‘首席执行官’）共同签订。

WITNESSETH:

WHEREAS, Company desires to employ CEO, and CEO desires to be employed by Company, on the terms and conditions set forth in this Agreement;

本协议书在双方完全自主自愿的前提下共同签订

WHEREAS, for purposes of this Agreement, the following terms have the respective meanings set forth below: 为充分解释本协议，以下为用语释义

(i)“Person” means an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association, or other entity;

‘个体’是指个人、公司、合伙、合资、有限责任公司、政府机构、非公司组织、信托、协会或其他实体机构。

(ii)“Affiliate” of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. In the case of a natural Person, “Affiliate” shall include, without limitation, such Person’s spouse, parents, children, siblings, grandparents, grandchild, mother-in-law and father-in-law and brothers and sisters-in-law, and spouse of any of these.

个体的“关联方”是指直接或通过一个或多个中间人间接控制该个体或受其控制或与其共同受控制的任何其他方。“控制”一词（包括“由......控制”和“与...共同控制”的含义）是指直接或间接拥有指导或引导某个体的管理和政策决策的权力，无论是通过拥有股权投票权还是通过合同或是其他方式。在自然人的情况下，“关联方”应包括但不限于此人的配偶，父母，子女，兄弟姐妹，祖父母，孙子，岳母和岳父以及兄弟姊妹，和任何这些人的配偶。

WHEREAS, in his position, CEO will have access to confidential and proprietary information concerning Company, and Company wishes to protect itself from unauthorized use of this information.

首席执行官一职有权利获取公司相关机密及专有信息，这些信息未经授权，不得使用。

NOW, THEREFORE, in consideration of the mutual promises and covenants of the parties hereto, together with other valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, Company and CEO have agreed as follows:

考虑双方的承诺及协议双方的契约，在充分了解法律相关条款的情况下，公司与首席执行官就以下条款达成一致：

1.Position. Company hereby employs CEO, and CEO agrees to employment by, as the Chief Executive Officer of Company.

职务。公司聘用CEO，CEO同意受聘于公司担任首席执行官职务。

2.Duties. 职责

2.1 CEO shall have such duties as are required of the Chief Executive Officer of Company designated by Company, and as provided in the operating a greement of Company (“Operating Agreement”, as amended from time to time), and shall have such other duties and positions as may be reasonably assigned to him by Company which are commensurate with his experience and responsibilities and the position for which he is employed pursuant to Section 1 hereof. If requested, elected and qualified, CEO will, without additional compensation, serve as director, officer, trustee, governor, member or incorporator of (or in any substantially similar capacity for) Company, any Affiliate or any other Person in which Company may have an interest. By his election to office and under the Operating Agreement, CEO is vested with authority to carry out and administer the policies of Company. Such authority shall include the authorities as set forth in Annex A attached hereto. CEO hereby agrees to devote his best efforts to the faithful performance of his duties and to the promotion and advancement of the business and affairs of Company and its Affiliates to the exclusion of any other employer or entity for the term of this Agreement as set forth in Section 4 hereof, except as otherwise permitted by Company.

CEO在担任公司首席执行官期间应履行公司指定首席执行官应当履行的的工作职责，包括公司经营协议（‘经营协议书’将不时进行修订）所约定的职责，以及公司根据其经历及职务所安排的与之相应合理的工作。如有需要，CEO将在不得到任何其他补偿得情况下，因工作合格被聘用为公司或公司的关联方或任何与公司有利益关系的个体的董事、执行官、委托人、管理人、公司合伙人（或其他任何同等职务）。根据经营协议，CEO被聘任后有权力执行和管理公司的政策。相关权力包括本协议中附件A所约定的权力。CEO同意尽最大努力忠实履行其职责，促进和推进公司及其关联公司的业务发展，除非公司允许，根据本协议第四项条款约定不得接受其他雇主工作。

2.2 CEO shall ensure that his performance of duties under this Agreement complies with all federal, state and local laws, ordinances, rules and regulations. CEO represents and warrants that he is under no obligation or restriction, nor will CEO assume any obligation or restriction, which would in any way interfere or be inconsistent with his commitments under this Agreement. CEO will exercise due diligence and care in the performance of his duties to Company under this Agreement. Furthermore, CEO is expected to abide by all Company policies and procedures, including those promulgated or amended after the effective date of this Agreement. Company reserves the right to amend, interpret, or withdraw any of its policies or procedures at any time and without prior notice.

CEO应确保其在本协议下的职责履行行为符合所有联邦政府、州、地方的法律、命令、条例和规章。CEO声明并承诺本人不存在任何有可能影响或与履行本协议所规定职责要求相冲突的，法律限制及义务。CEO将在履行本协议下对公司的职责时尽到勤勉尽职之责。另外，首席执行官应遵守所有公司的政策和程序，包括在本协议生效之日后颁布或修订的政策和流程。公司保留在不提前通知的情况下随时修改，解释或撤回其任何政策或流程的权利。

pensation. For all services rendered by CEO during the term of this Agreement, CEO shall

receive from Company:

薪酬。CEO为公司履行合同约定之义务，公司应为CEO提供：