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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 11, 2022
AINOS, INC. |
(Exact name of registrant as specified in its charter) |
Texas | | 0-20791 | | 75-1974352 |
(State or other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
8880 Rio San Diego Drive, Ste. 800, San Diego, CA 92108 (858) 869-2986 |
(Address and telephone number, including area code, of registrant's principal executive offices) |
AMARILLO BIOSCIENCES, INC.
(Former name or former address if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act: None.
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. Entry Into a Material Definitive Agreement.
On March 11, 2022, the Board of Directors of Ainos, Inc., a Texas corporation (the “Company”), approved a Non-Convertible Note dated March 4, 2022 (“Note”) in favor of Ainos, Inc., a Cayman Islands corporation (“Ainos KY”), with a principal amount of $800,000, interest of 1.85% per annum on unpaid principal and accrued interest, and a maturity date of February 28, 2023. The terms of the Note were reviewed by our Audit Committee which recommended that the Board ratify approve the Note transaction. The proceeds from the Note are expected to be used for working capital. The Note includes standard provisions for notice, default, and remedies for default. Notwithstanding the foregoing, the entire unpaid principal sum of the Note shall become immediately due and payable upon the occurrence of certain customary events. Ainos KY is the Company’s majority and controlling shareholder. A copy of the Note is attached as Exhibit 10(i) to this Form 8-K, which is incorporated by this reference.
In addition, the Company and Ainos KY executed a Promissory Note Extension Agreement dated March 17, 2022 (“Note Extension Agreement”). Pursuant to the Note Extension Agreement, the due dates for certain Convertible Notes enumerated as #12.21 to #24.21 issued by the Company to Ainos KY were extended to February 28, 2023. As of December 31, 2021 the total unpaid principal amount of $3,000,000 along with $9,507 in accrued interest were owed and outstanding to Ainos KY. A copy of the Note Extension Agreement is attached as Exhibit 10(ii) to this Form 8-K, which is incorporated by this reference.
In addition, the information set forth under Item 5.02 below is incorporated in its entirety herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The matters disclosed relating to the Note and Note Extension Agreement under Item 1.01 of this Form 8-K is incorporated herein by this reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 11, 2022, the Board approved the following Employment Agreements dated and effective March 17, 2022:
Chun-Hsien Tsai as Chief Executive Officer (the “Tsai Agreement”). The Tsai Agreement stipulates a basic monthly salary of NT $247,600 (New Taiwan Dollars) and $2,400 NT meal allowance. The Tsai Agreement also includes certain incentive compensation including a [target] year-end bonus equal to two months of the Mr. Tsai’s base monthly salary, a variable reward target of 10% to 100% of the annual salary based on the Company’s profitability and Mr. Tsai’s work performance, and a grant of 5,000,000 units of Restricted Stock Units, to be made subject to and upon shareholder approval of the Company's 2021 Stock Incentive Plan (the "2021 Plan") with a vesting date of September 30, 2022. A copy of the Tsai Agreement is attached as Exhibit 10(iii) to this Form 8-K, which is incorporated by this reference.
Hui-Lan Wu (aka Celia Wu) as Chief Financial Officer (the “Wu Agreement”). The Wu Agreement stipulates a basic monthly salary of NT $227,600 (New Taiwan Dollars) and $2,400 NT meal allowance. The Wu Agreement also includes certain incentive compensation including a [target] year-end bonus equal to two months of Ms. Wu’s base monthly salary, a variable reward target of 10% to 100% of the annual salary based on the Company’s profitability and Ms. Wu’s work performance, and a grant of 2,000,000 units of Restricted Stock Units, to be made subject to and upon shareholder approval of the 2021 Plan with a vesting date of September 30, 2022. A copy of the Wu Agreement is attached as Exhibit 10(iv) to this Form 8-K, which is incorporated by this reference.
Chih-Heng Jack Lu as Director of Corporate Development and Corporate Secretary (the “Lu Agreement”). The Lu Agreement stipulates a basic monthly salary of NT $177,600 (New Taiwan Dollars) and $2,400 NT meal allowance. The Lu Agreement also includes certain incentive compensation including a [target] year-end bonus equal to two months of Mr. Lu’s basic monthly salary, a variable reward target of 10% to 100% of the annual salary based on the Company’s profitability and Mr. Lu’s work performance, and a grant of 1,000,000 units of Restricted Stock Units, to be made subject to and upon shareholder approval of the 2021 Plan with a vesting date of September 30, 2022. A copy of the Lu Agreement is attached as Exhibit 10(v) to this Form 8-K, which is incorporated by this reference.
The foregoing descriptions of the Employment Agreements do not purport to be complete and are qualified in their entirety by reference to the full text of each Agreement filed with the SEC in this Form 8-K.
Item 9.01 Financial Statements and Exhibits.
The following exhibit is filed as part of this report:
(d) Exhibits
SIGNATURES
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 hereunto duly authorized.
| Ainos, Inc. |
| | | |
Date: March 17, 2022 | By: | /s/ Chun-Hsien Tsai | |
| Name: | Chun-Hsien Tsai | |
| Title: | Chief Executive Officer | |
EXHIBIT INDEX
EXHIBIT 10(I)
THIS PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH, OR PURSUANT TO AN EXEMPTION FROM, THE REQUIREMENTS OF SUCH ACT OR SUCH LAWS.
NON-CONVERTIBLE PROMISSORY NOTE
| Principal Amount: $800,000 | Issue Date: March 4, 2022 |
For value received, Ainos, Inc., a Texas corporation (the “Company”), promises to pay to Ainos, Inc., a Cayman Islands corporation (the “Holder”), the principal amount of $800,000 (the “Principal Amount”). Intrest 1.85% per annum, on unpaid principal and accrued interest from date of this Promissory Note (this “Note”). This Note is subject to the following terms and conditions.
1. Maturity. The entire unpaid principal sum of this Note will be payable on February 28, 2023 (the “Maturity Date”). Notwithstanding the foregoing, the entire unpaid principal sum of this Note shall become immediately due and payable upon the commission of any act of bankruptcy by the Company, the execution by the Company of a general assignment for the benefit of creditors, the filing by or against the Company of a petition in bankruptcy or any petition for relief under the federal bankruptcy act or the continuation of such petition without dismissal for a period of ninety (90) days or more, or the appointment of a receiver or trustee to take possession of the property or assets of the Company.
2. Conversion. This Note is a non-convertible promissory note and shall not be converted, in whole or in part, into the common stock of the Company.
3. Payment Terms. All payments shall be made in lawful money of the United States of America at such place as the Holder hereof may from time to time designate in writing to the Company. This Note may be prepaid by the Company in whole or in part, without the prior written consent of the Holder
4. Transfer; Successors and Assigns. The terms and conditions of this Note shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Notwithstanding the foregoing, the Holder may not assign, pledge, or otherwise transfer this Note without the prior written consent of the Company, except for transfers to its affiliates. Subject to the preceding sentence, this Note may be transferred only upon surrender of the original Note for registration of transfer, duly endorsed, or accompanied by a duly executed written instrument of transfer in form satisfactory to the Company. Thereupon, a new promissory note for the same principal amount will be issued to, and registered in the name of, the transferee.
5. Status of Note. This Note is a direct, general and unconditional obligation of the Company, and constitutes a valid and legally binding obligation of the Company, enforceable in accordance with its terms subject, as to enforcement, to bankruptcy, insolvency, reorganization and other similar laws of general applicability relating to or affecting creditors’ rights and to general principles of equity. This Note does not confer upon the Holder any right to vote or to consent or to receive notice as a stockholder of the Company, as such, in respect of any matters whatsoever, or any other rights or liabilities as a stockholder.
5. Governing Law. This Note and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of Texas, without giving effect to principles of conflicts of law.
6. Notices. Any notice required or permitted by this Note shall be in writing and shall be deemed sufficient upon receipt, when delivered personally or by courier, overnight delivery service or confirmed facsimile or e-mail, or forty-eight (48) hours after being deposited in the U.S. mail as certified or registered mail with postage prepaid, if such notice is addressed to the party to be notified at such party’s address, facsimile number or e-mail as set forth below or as subsequently modified by written notice.
NON-CONVERTIBLE PROMISSORY NOTE – AINOS INC (USA) TO AINOS INC (KY) – March 2022
Page 1 of 3
7. Covenants. In addition to the other covenants and agreements of the Company set forth in this Note, the Company covenants and agrees that so long as this Note shall be outstanding:
7.1 Payment of Note. The Company will punctually, according to the terms hereof, on the Maturity Date, pay or cause to be paid all amounts due under this Note.
7.2 Notice of Default. If any one or more events occur which constitute or which, with the giving of notice or the lapse of time or both, would constitute an Event of Default or if the Holder shall demand payment or take any other action permitted upon the occurrence of any such Event of Default, the Company will forthwith give notice to the Holder, specifying the nature and status of the Event of Default or other event or of such demand or action, as the case may be.
7.3 Compliance with Laws. The Company will comply in all material respects with all applicable laws, except where the necessity of compliance therewith is contested in good faith by appropriate proceedings
7.4 Use of Proceeds. The Company shall use the proceeds of this Note for general working capital.
8. Remedies.
8.1 Events of Default. “Event of Default” wherever used herein means any one of the following events:
| | (a) | Default in the due and punctual payment of the principal of, or any other amount owing in respect of (including interest), this Note when and as the same shall become due and payable, subject to a ten (10) day cure period; |
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| | (b) | Default in the performance or observance of any covenant or agreement of the Company in this Note (other than a covenant or agreement a default in the performance of which is specifically provided for elsewhere in this Note, and the continuance of such default for a period of ten (10) days after there has been given to the Company by the Holder a written notice specifying such default and requiring it to be remedied; |
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| | (c) | The entry of a decree or order by a court having jurisdiction adjudging the Company as bankrupt or insolvent; or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Company under the Federal Bankruptcy Code or any other applicable federal or state law, or appointing a receiver, liquidator, assignee, trustee or sequestrator (or other similar official) of the Company or of any substantial part of its property, or ordering the winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) calendar days; |
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| | (d) | The institution by the Company of proceedings to be adjudicated as bankrupt or insolvent, or the consent by it to the institution of bankruptcy or insolvency proceedings against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under the U.S. Federal Bankruptcy Code or any other applicable federal or state law, or the consent by it to the filing of any such petition or to the appointment of a receiver, liquidator, assignee, trustee or sequestrator (or other similar official) of the Company or of any substantial part of its property, or the making by it of an assignment for the benefit of creditors; |
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| | (e) | The Company seeks the appointment of a statutory manager or proposes in writing or makes a general assignment or an arrangement or composition with or for the benefit of its creditors or any group or class thereof or files a petition for suspension of payments or other relief of debtors or a moratorium or statutory management is agreed or declared in respect of or affecting all or any material part of the indebtedness of the Company; or |
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| | (f) | It becomes unlawful for the Company to perform or comply with its obligations under this Note. |
NON-CONVERTIBLE PROMISSORY NOTE – AINOS INC (USA) TO AINOS INC (KY) – March 2022
Page 2 of 3
8.2 Effects of Default. If an Event of Default occurs and is continuing, then and in every such case the Holder may declare this Note to be due and payable immediately, by a notice in writing to the Company, and upon any such declaration, the Company shall pay to the Holder the outstanding principal amount of this Note plus all accrued and unpaid interest through the date the Note is paid in full.
8.3 Remedies Not Waived; Exercise of Remedies. No course of dealing between the Company and the Holder or any delay in exercising any rights hereunder shall operate as a waiver by the Holder. No failure or delay by the Holder in exercising any right, power or privilege under this Note shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by applicable law.
9. Amendments and Waivers. Any term of this Note may be amended or waived only with the written consent of the Company and the Holder. Any amendment or waiver effected in accordance with this Section 9 shall be binding upon the Company, the Holder and each transferee of this Note.
10. Stockholders, Officers and Directors Not Liable. In no event shall any stockholder, officer or director of the Company be liable for any amounts due or payable pursuant to this Note.
11. Titles and Subtitles. The titles and subtitles used in this Note are used for convenience only and are not to be considered in construing or interpreting this Note.
This Note is executed and delivered as of the date first set forth above.
COMPANY:
| Ainos, Inc., a Texas corporation | |
| | | |
| By: | /s/ | |
| | Chun-Hsien Tsai, CEO | |
HOLDER :
| Ainos, Inc., a Cayman Islands corporation | |
| | | |
| By: | /s/ | |
| | Chun-Hsien Tsai, CEO | |
NON-CONVERTIBLE PROMISSORY NOTE – AINOS INC (USA) TO AINOS INC (KY) – March 2022
Page 3 of 3
EXHIBIT 10(II)
PROMISSORY NOTE EXTENSION AGREEMENT
| Total Principal Amount: $3,000,000 |
This Promissory Note Extension Agreement, hereinafter referred to as “Extension Agreement,” entered into this 17TH day of March, 2022, by and between Ainos, Inc., a Texas corporation (“Maker”), and Ainos, Inc., a Cayman Islands corporation, or its successors or assigns (“Holder”).
WHEREAS, Maker and Holder have entered into those certain promissory notes listed and more particularly described in Schedule 1 attached hereto for a total principal amount of Three Million Dollars ($3,000,000), hereinafter referred to as the “Notes”. The Notes are due and payable on the dates indicated in Schedule 1.
WHEREAS, Maker and Holder desire to enter into this Extension Agreement in order to extend the date when all the outstanding principal and accrued and unpaid interest of the Notes are due and payable to on the same date.
NOW, THEREFORE, it is duly agreed by both Maker and Holder to extend the due date of the Notes to February 28, 2023.
All other provisions of the original Note shall prevail unless otherwise written.
IN WITNESS WHEREOF, the undersigned Maker and Holder have duly executed this Extension Agreement, extending the due date of the Notes as of the day and year first written above.
COMPANY:
| Ainos, Inc., a Texas corporation | |
| | | |
| By: | /s/Chun-Hsien Tsai | |
| | Chun-Hsien Tsai, CEO | |
HOLDER:
| Ainos, Inc., a Cayman Islands corporation | |
| | | |
| By: | /s/Chun-Hsien Tsai | |
| | Chun-Hsien Tsai, CEO | |
PROMISSORY NOTE EXTENSION AGREEMENT
Ainos Inc to Ainos KY – March 17 2022
Page 1 of 2
PROMISSORY NOTE EXTENSION AGREEMENT
Schedule 1
| No. | Effective Date | Due Date | From Effective | Following Maturity | Conversion Rate | Principal Amount as of 12/31/2021 | Accrued Interest as of 12/31/21 |
| #12.21 | 4/27/2021 | 10/27/2021 | 1.85% | NA | $ 0.20 | 15,000 | 189 |
| #13.21 | 5/5/2021 | 11/5/2021 | 1.85% | NA | $0.20 | 20,000 | 243 |
| #14.21 | 5/25/2021 | 11/25/2021 | 1.85% | NA | $ 0.20 | 30,000 | 335 |
| #15.21 | 5/28/2021 | 11/28/2021 | 1.85% | NA | $ 0.20 | 35,000 | 385 |
| #16.21 | 6/9/2021 | 12/9/2021 | 1.85% | NA | $ 0.20 | 300,000 | 3,117 |
| #17.21 | 6/21/2021 | 12/21/2021 | 1.85% | NA | $ 0.20 | 107,000 | 1,047 |
| #18.21 | 7/2/2021 | 1/2/2022 | 1.85% | NA | $ 0.20 | 54,000 | 498 |
| #19.21 | 9/1/2021 | 3/1/2022 | 1.85% | NA | $ 0.20 | 120,000 | 742 |
| #20.21 | 9/28/2021 | 3/28/2022 | 1.85% | NA | $ 0.20 | 300,000 | 1,429 |
| #21.21 | 11/10/2021 | 5/10/2022 | 1.85% | NA | $ 0.20 | 50,000 | 129 |
| #22.21 | 11/25/2021 | 11/25/2022 | 1.85% | NA | $ 0.20 | 450,000 | 798 |
| #23.21 | 11/29/2021 | 5/29/2022 | 1.85% | NA | $ 0.20 | 300,000 | 471 |
| #24.21 | 12/29/2021 | 6/29/2022 | 1.85% | NA | $ 0.20 | 1,219,000 | 124 |
| | | | | | TOTALS | 3,000,000 | 9,507 |
PROMISSORY NOTE EXTENSION AGREEMENT
Ainos Inc to Ainos KY – March 17 2022
Page 2 of 2
EXHIBIT 10(III)
Mandate Agreement
委任契約
RECITALS
| | A. | Employee was appointed by the Board of the Directors (the “Board”) of the Company as Chief Executive Officer on April 15, 2021; |
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| | B. | The Company issued an Offer Letter dated September 29, 2021 offering certain employment terms and conditions, salary, bonuses, and benefits effective as of April 15, 2021 and said Offer Letter was approved by the Board on December 27, 2021; |
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| | C. | This Employment Agreement is intended to incorporate all of the understandings and agreements between the Company and Employee and supersedes the Offer Letter and any other communications, written or oral, related to the employment terms of Employee with the Company. |
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| | D. | Upon the review and recommendation of the Compensation Committee, the Board approved this Employment Agreement at is regularly scheduled meeting on March 11, 2022. |
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| | E. | These Recitals are incorporated into the Agreement by this reference. |
AGREEMENT
Date: [ March 17, 2022 ]
日期: [ March 17, 2022 ]
Dear Chun-Hsien Tsai,
蔡群賢 先生 鈞鑒：
AINOS INC. TAIWAN BRANCH (USA) (the “Company”) is very pleased to offer you appointment with the Company, as Chief Executive Officer (“CEO” or the “Employee”). This Mandate Agreement (the “Agreement”) sets out the terms and conditions related to your position.
美商艾諾斯生技股份有限公司（下稱「本公司」）很榮幸並誠摯委任 台端為本公司之執行長。本委任契約（下稱「本契約」）係載明與 台端職位相關之條件。
| 1. | Effective Date / Position/ Status / Transfer |
| | |
| | 生效日期/職位/身分/調動 |
| | (1) | This Agreement will be effective from [ March 17, 2022]. |
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| | | 本契約自☑起生效。 |
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| | (2) | In the position of CEO at the Company, you should comply with all lawful instructions from the Company, report the Company's business performance to the Board of Directors, and use your best efforts to perform all duties and obligations relating to your position to the best of your ability. |
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| | | 台端為本公司之執行長，應遵守本公司所為之所有合法指示，並定期向董事會報告公司業務情況，盡全力履行 台端職位相關的職務及義務。 |
| | (3) | You agree that the Company may unilaterally transfer your work place, position, and work assignment. |
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| | | 台端同意，本公司得片面調動 台端之工作地點、職位、工作內容。 |
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| | (4) | You understand and agree that you are a mandate manager according to this Agreement, the Civil Code and the Company Act. You are not subject to relevant labor regulations including but not limited to the Labor Standards Law. The Company may terminate your appointment and this Agreement at any time without any statutory ground or statutory severance payment. |
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| | | 台端瞭解並同意，依本契約、民法及公司法規定， 台端屬委任經理人身分，不受勞動法令規範限制包括但不限於勞動基準法，本公司得隨時終止 台端之委任關係以及本契約，無須具備法定事由，亦無須給付法定資遣費。 |
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| | (5) | When the Company proactively terminates your appointment and this Agreement, you will be granted [20,000,000] Company's common shares and your annual remuneration (12 months of basic salary and 2 months of basic monthly salaries as year end bonus). |
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| | | 當本公司主動終止 台端之委任關係及本契約時，您將獲得本公司普通股[20,000,000]股及您一年的報酬（12個月的基本月薪及相當於2個月基本月薪的年終獎金）。 |
| | (1) | Basic Monthly Salary: NT$[ 247,600 ] including a Monthly Meal Allowance of NT$[2,400 ]. |
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| | | 基本月薪：新台幣[ 247,600 ]元，包含每月膳食津貼：新台幣[ 2,400] 元。 |
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| | (2) | Year End Bonus: If you have not breached of this Agreement and the Company's regulations, and are still appointed by the Company at the date of year end bonus payment, the Company will pay you 2 months’ basic monthly salaries as your year end bonus. The actual disbursement amount is calculated based on the proportion of your service period of the year of payment. |
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| | | 若 台端無違反本契約及公司規定，並於年終獎金發放之日仍受委任於本公司，本公司將發給 台端2個月之基本月薪作為 台端之年終獎金，實際發放金額依 台端於發放年度在職服務期間比例計算。 |
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| | (3) | When the Company achieves its annual operating and profitability target, your variable reward target is 10% to 100% of your personal annual total salary. The so-called annual total salary includes the cash, securities issued by the Company and other remunerations. The actual disbursement amount will be determined by the Company's board of directors after the annual settlement based on the Company's profit and your personal work performance. The Company has the sole discretion and the specific details shall be governed by the Company's regulations. |
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| | | 本公司達成年度營運及獲利目標時，台端變動獎酬目標為個人年度總薪酬的 10 %~ 100%，所謂年度總薪酬包含現金、本公司發行之有價證券及其他報酬合計數。實際發放金額將由本公司董事會於年度結算後依公司獲利及 台端個人工作表現決定，本公司有全權裁量權，具體細節依公司規定辦理。 |
| | (4) | You are granted with [5,000,000 ] units of [Restricted Stock Units] pursuant to the 2021 Stock Incentive Plan adopted by the Board on October 6, 2021 (the “2021 Stock Incentive Plan”). You agree to accept the terms and conditions of the 2021 Stock Incentive Plan, including any amendments, adopted by the Company in accordance with relevant laws and regulations, to the 2021 Stock Incentive Plan. When the Company proactively terminates your appointment and this Agreement, all of outstanding [Restricted Stock Units] granted to you will be deemed vested. Please refer to Schedule I for vesting terms and schedule. |
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| | | 台端被授予[ 5,000,000 ]單位，依據本公司2021年10月6日董事會決議通過2021年度股權激勵辦法（下稱「2021股權激勵辦法」）所發行之[限制型股票單位]。台端茲此同意接受2021股權激勵辦法所載之條款及條件，並且同意接受日後本公司依法令對於2021股權激勵辦法所作之修正。當本公司主動終止台端之委任關係及本契約時，已授予 台端的所有未行使[限制型股票單位]將被視為條件已成就(vested)。既得條件與時間表(vesting terms schedule) 請見附件1。 |
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| | (5) | Your remuneration shall be regularly reviewed from time to time, and at the sole discretion of the Board. Upon payment, the Company shall withhold income tax and other applicable statutory withholdings according to the requirements of the law. After the Company's stock is successfully listed on NASDAQ, the Company's Remuneration Committee will adjust your remuneration based on the market level, and your subsequent remuneration adjustment cycle will be based on the Company's regulations. |
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| | | 台端之報酬將由董事會依其獨立裁量權限定期檢討。本公司支付 台端報酬時，將按所得稅法等規定，代為扣繳所得稅。本公司於股票成功掛牌NASDAQ後，由本公司薪酬委員會參酌市場水準調整台端之報酬，台端之後之薪酬調整週期依公司規定辦理。 |
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| 3. | Benefit |
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| | 福利 |
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| | The Company will provide you with Labor Insurance and National Health Insurance. Other benefits are based on the Company's regulations. |
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| | 本公司將提供 台端勞保及健保，其餘福利依公司規定辦理。 |
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| 4. | Working Hours |
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| | 工作時間 |
| | (1) | You should allocate your working hours to meet the needs of the Company's business needs. |
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| | | 台端應自行調配工作時間以達成本公司業務之需要。 |
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| | (2) | The Company will draw reference from the Labor Standards Law to provide you with regular day off, leave, and holidays. |
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| | | 台端得比照而享有勞動基準法所訂之例、休假日及國定假日 |
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| 5. | Ownership of theProperty, Interest andIntellectual Proprietorship |
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| | 所有權/智慧財產權等歸屬 |
| | (1) | You understand and acknowledge that the Company is the owner of all rights, titles, and interest in and to all materials, reports, information, documentation, and other written works created, compiled or produced by you during your appointment relationship with the Company; and you acknowledge that such materials, reports, information, documentation, and other written works are the sole property of the Company. |
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| | | 台端瞭解並確認， 台端於本公司委任期間所作成、收集或製作之所有資料、報告、資訊、文件以及其他書面作品，其權利、所有權及利益皆屬本公司所有； 台端確認，該等資料、報告、資訊、文件以及書面作品為本公司之專屬財產。 |
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| | (2) | You agree that all the patents, copyrights or other rights of the creations or ideas (hereunder, “IP”) completed during the period of the appointment shall belong to the Company which shall be exclusively entitled to the right to use, modify or publish these items under the name of the Company. You acknowledge that the consideration related to the IP has been fully covered by the remuneration paid by the Company and you agree not to claim any further consideration for such IP. |
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| | | 台端同意，委任期間所完成之創作或構想，其專利、著作權或其他權利（以下合稱「智財權」）均屬於本公司；本公司享有專屬權利，得以本公司之名義使用、修改或出版該等創作或構想。 台端確認，本公司給付之薪資已經完全涵蓋該智財權之相關對價， 台端並同意不就該智財權主張其他任何對價。 |
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| | (3) | You also agree to assign to the Company or its designee all right, title and interest that you may have or acquire in and to any IP that relates, in whole or in part, to the Company’s business, to the extent such IP is not already owned by the Company as a matter of law. |
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| | | 台端並同意，如 台端擁有或取得全部或部分與本公司業務相關之智財權之權利、所有權及利益，倘該智財權依法尚未由本公司所有， 台端將移轉給本公司或其指定之人。 |
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| | | In the event that the Company is unable to secure your signature to any document required for any application process for such IP, you hereby appoint the Company and its duly authorized officers and agents, as your agents and attorneys-in-fact, to act on your behalf to do any lawfully permitted acts to further the application process or protection for such IP. |
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| | | 如果本公司無法取得 台端於前述智財權之申請程序所需之文件上簽名， 台端於此委任本公司及其正式授權之人員及代理人為 台端之代理人，得代理 台端進行任何法律許可之行為，以進行相關智財權申請程序或保護措施。 |
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| | (4) | The ideas, creations and methods you use during your period of appointment are deemed as the Confidential Information of the Company. You shall not implement, use or disclose in any form such information in related businesses, projects, or operations during or after the appointment and shall keep the information confidential as defined in this Agreement. |
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| | | 台端在委任期間使用之構想、創作及方法應視為本公司之機密資訊。 台端不得在委任期間或期後，於相關業務、專案或營運以任何方式施行、使用或揭露該等資訊，且應按本契約之規定，對機密資訊加以保密。 |
| | (5) | Where litigation on infringement of patent, copyright, and/or other rights shall arise against the inventions, creations, technologies, methods or data provided by you, regardless of whether or not you are still in or discharged from the appointment, you shall provide full assistance to the Company during litigation. Should you be found responsible for such infringements, you shall be held fully responsible for the consequential liability, losses, and damages. |
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| | | 如 台端所提供之發明、創作、技術、方法或資料因專利權、著作權及（或）其他權利之侵害而引起訴訟，無論於 台端受任期間或委任終止後， 台端應在訴訟期間內全力協助本公司。如 台端經認定應對該等侵權行為負責， 台端應就衍生之責任、損失及賠償負全部責任。 |
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| | (6) | You shall ensure that all publications, creations, inventions or matters under the protection of IP rights shall be free from infringement of the copyright, patent rights, trade secrets, and other IP rights of any third party. You shall further warrant that the information collected or acquired for use by the Company shall be collected or acquired by legal and proper means, without divulging or infringing copyrights, patent rights, trade secrets or other IP rights of any third party. |
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| | | 台端應確保，所有受智財權保護之出版物、創作、發明或事宜皆無侵害任何第三人之著作權、專利權、營業祕密及其他智財權。 台端應進一步保證，所蒐集或取得供本公司使用之資訊皆係以合法及正當之方式蒐集或取得之，未洩漏或侵害任何第三人之著作權、專利權、營業祕密及其他智財權。 |
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| | (7) | Should the Company or you be sued by a third party as a result of your violation of this Clause 6, you shall be held fully responsible for the indemnity (including but not limited to the attorney’s fees at home and abroad and the damages claimed by the IP owners at home and abroad). |
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| | | 如本公司或 台端因 台端違反本第6條而被第三人控告， 台端應負完全賠償責任，包括（但不限於）國內外律師費及國內外智財權權利人所主張之損害賠償。 |
| | (1) | You shall not during the continuance of your appointment and for a period of two (2) years after the termination of your appointment, directly or indirectly solicit or endeavor to entice away from or discourage from being employed by the Company any of its employees who are employed by the Company and with whom you had contact during your employment with the Company. |
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| | | 在 台端繼續受委任於本公司期間及與本公司終止委任關係後兩年內， 台端不得直接或間接招攬 台端在受委任於本公司期間接觸到的公司員工，或極力慫恿其離開本公司僱傭或勸阻其不受本公司僱傭。 |
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| | (2) | You shall not for a period of two (2) years after the termination of your appointment and whether on your own account or for any other person, firm or company directly or indirectly in connection with any business similar to or in competition with the business of the Company solicit or endeavor to entice away from the Company any person, firm or company: |
| | | 在 台端之委任終止後兩年內，不得為自己或為直接、間接從事本公司類似業務或與本公司業務構成競爭的任何其他人、企業或公司，誘使符合以下描述的任何人、企業或公司離開本公司： |
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| | A. | who or which during the two (2) years prior to the end of your appointment shall have been a client of or in the habit of dealing with the Company; and |
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| | | 在 台端之委任結束前之兩年內是本公司之客戶或經常與本公司往來者；及 |
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| | B. | with whom or which you had personal dealings in the course of your appointment during the Two (2) years prior to the end of your appointment. |
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| | | 在 台端之委任結束前之兩年內， 台端在委任過程中曾與其有個人往來者。 |
| | (1) | Non-Competition during the appointment: |
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| | | 委任期間內之競業禁止： |
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| | | You agree that during the period of appointment, you shall not, directly or indirectly, contact, solicit, provide service to, engage in, work in part-time manner for, or participate in the same or similar business, projects or activities. You also agree not to engage in profit-making activities by making use of the Company’s equipment and facilities, or doing the same during working hours. |
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| | | 台端同意，於委任期間內，不以直接或間接方式聯絡、招徠、提供勞務、從事、兼職於或參與與本公司性質相同或類似之事業、專案或活動。 台端並同意，不會利用本公司之設備及設施從事營利活動，也不會在工作時間內進行該等活動。 |
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| | (2) | Non-Competition after the appointment: |
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| | | 委任期間結束後之競業禁止： |
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| | | You agree to comply with the “Non-Competition after the appointment” clauses as below (“Non-Competition Covenant”) |
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| | | 台端同意遵守以下之「委任期間結束後之競業禁止」條款（下稱「競業禁止約款」）。 |
| | | A. | In the territory of Taiwan and [other jurisdictions], within [ 24] months after terminating the appointment relationship (hereinafter referred to as the “Non-Competition Period”), you shall not work in, engage in, associate with, or support any person (such as a company, individual or institutional organization) that is in competition with or may form or become a competitor to the Company or its affiliates ("Affiliates"), nor shall you engage or participate in the same or similar projects. |
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| | | | 於臺灣及[其他法域]境內，與本公司之委任關係結束後[ 24]月內（下稱「競業禁止期間」）， 台端不得任職於、參與或支援任何目前或可能與本公司或其關係企業（下稱「關係企業」）為競爭對手之人（包括公司、個人或機構）或與該人建立關係， 台端亦不得進行或參與相同或類似性質之專案計畫。 |
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| | | B. | The Company shall pay you an indemnity at the standard of [ at least 50 ]% of your final Basic Monthly Salary per month in arrears during the Non-Competition Period as compensation for your compliance. |
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| | | | 本公司應在競業禁止期間每月向 台端給付 台端最終基本月薪[最低50 ]%之金額，作為 台端遵守競業禁止約款之補償金（後付）。 |
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| | | C. | During the Non-Competition Period, you shall inform the Company of any offer which may be of a competitive nature but you may accept. |
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| | | | 在競業禁止期間， 台端應通知本公司任何可能具有競爭性質且 台端可能接受之工作要約。 |
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| | | D. | During the Non-Competition Period, you shall inform your new principal or employer of the present Non-Competition Covenant prior to entering into any commitment. |
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| | | | 於競業禁止期間， 台端應於訂立任何承諾前告知新委任人或雇主此競業禁止約款。 |
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| | | E. | The Company expressly reserves the right to waive the benefit of this Non-Competition Covenant at any time, particularly in the event where the Company’s interest in your obligation ceases to be present, by stopping paying the financial compensation stipulated above. |
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| | | | 本公司明示保留有權隨時停止給付前述補償金，以放棄本競業禁止約款之利益，尤其當 台端所應履行之義務對本公司而言已無利益時。 |
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| | | F. | You agree that, upon termination of the Agreement and if this Non-Competition Covenant is still in force, this special provision will be included in the work certificate that will be given to you. |
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| | | | 台端同意，若本契約終止而本競業禁止約款仍有效，本公司向 台端提供之服務證明中將記載本競業禁止約款。 |
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| 8. | ConfidentialityDuty |
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| | 保密義務 |
| | (1) | The definition of Confidential Information: |
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| | | 機密資訊之定義： |
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| | | The term Confidential Information in this Agreement means any or all of the following materials provided or disclosed, collected, summarized, integrated, studied, developed or obtained by the Company, or being disclosed under the authorization of the third party, which should be continuously kept confidential according to the law or to this Agreement or by the intention of the Company or disclosing party (“Confidential Information”). The aforesaid Confidential Information shall not be limited to commercial interests and can be produced in any form including in written or oral notices, various information mediums, or any other means, the scope of which shall include but is not limited to: (1) all information related to internal control systems, operating plans; (2) all financial statements, business, records and projections, or information in connection with procurement plans, marketing plans and methods, cost calculations; (3) all the Company's and Affiliates' material information, contracts, personnel and salary information, financial information, undisclosed creations, confidential information disclosed by third parties, and/or any information obtained by the Company or its Affiliates resulting from contracts and from the law; and (4) other information for which, the wording of secret or confidential or some similar words has been indicated, expressed or stated, or that you should reasonably understand to be confidential or proprietary to the Company or its Affiliates; or any customer, client, supplier or their prospects, or other company that does business with the Company or its Affiliates. |
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| | | 本契約之機密資訊一詞係指以下由本公司提供或揭露、蒐集、概要整理、結合、研究、發展或取得、或經第三人授權而揭露之任何資料，且該資料按法律規定或本契約條款或本公司或揭露方之意願應繼續維持其機密（下稱「機密資訊」）。前述機密資訊不限於商業之利益，得以任何形式製作，包括書面或口頭通知、各類資訊媒體或其他任何方式，範圍包括（但不限於）：(1) 所有與內部控制制度、營運計劃相關之資訊；(2) 所有財務報表、營業、紀錄與預測，或與採購計畫、行銷計畫與方法、成本計算相關之資訊；(3) 所有本公司及其關係企業之重大資訊、合約、人事與薪資資料、財務資料、未公開創作、由第三人揭露之機密資訊及（或）由本公司因契約或按法律規定取得之任何資訊；與 (4) 任何指示、表示或聲明為秘密或機密或其他類似字樣之其他資訊，或 台端應可合理瞭解係本公司或其關係企業、或與前二者有業務往來之任何現在或潛在顧客、客戶、供應商或其他公司，之機密或專有資訊。 |
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| | (2) | Confidentiality Duty: |
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| | | 保密義務： |
| | | A. | You shall be obliged to keep secret the Confidential Information referred to in this Agreement, and shall make your best efforts to keep Confidential Information obtained during the performance of your duties strictly confidential. Except for the information that you obtain during the course of carrying out normal or specified duties authorized by the Company, you shall not be allowed to detect, employ, misuse or, in an inappropriate manner investigate, obtain or use the Confidential Information referred to in this Agreement. |
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| | | | 台端就本契約所述之機密資訊負有保密義務，並應盡全力維護該等於 台端履行職務期間取得之機密資訊之嚴格機密。除 台端因執行一般業務或經本公司特別授權業務而取得資訊外， 台端不得探查、使用、濫用或以不當方法調查、取得或使用本契約所述之機密資訊。 |
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| | | B. | Regarding the Confidential Information being learned, held or received by you during work or outside work, you shall not, without the express written consent of the Company in advance, either arbitrarily make photocopies, send e-mails, duplicate disks or other magnetic documents, take photos, record the sound or image, or use any other method to record, document or distribute the said Confidential Information. If you need to copy, duplicate or make any kind of record of the aforementioned items, you shall take the initiative to inform the Company and shall destroy any spare copies or return the documents to the Company according to the Company’s instructions upon termination of the appointment. |
| | | | 有關 台端因工作或工作以外所知悉或持有或收受之機密資訊，如未取得本公司事前明示書面同意， 台端不得任意影印、寄送電子郵件、複製磁片或其他磁性文件、拍照、記錄聲音或影像、或以任何其他方法記錄、記載或發送前述機密資訊。如 台端需執行前述影印、複製或任何型式之記錄時，應主動告知本公司，並應於委任終止時按本公司指示銷毀多餘複本或繳回本公司。 |
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| | | C. | You shall not divulge Confidential Information or deliver documents, disks or other magnetic or digital records, audio tapes, VCR tapes or use any other direct or indirect method to convey information to any persons who have no right to access such Confidential Information in so far as the work is concerned. Such persons shall include but are not limited to employees of the Company, collaborators, competitors, potential competitors, clients, or potential clients. |
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| | | | 台端不得洩露機密資訊，亦不得交付文件、磁片或其他磁性或數位紀錄、錄音帶、錄影帶或以任何其他直接或間接方法交給工作上無權接觸或取得該等機密資訊之人員，此等人員包括（但不限於）本公司員工、合作對象、競爭者、潛在競爭者、客戶或潛在客戶。 |
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| | | D. | You shall not use or divulge the Confidential Information referred in this Agreement for the sake of yourself, or for the interest of the third party, or for the purpose of damaging the Company, or for damaging the secrecy of such Confidential Information. You shall protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information. |
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| | | | 台端不得為自身目的或為第三人利益、或為損害本公司或本契約所指機密資訊之秘密性而使用或洩露此等機密資訊。 台端應保護機密資訊之秘密性並應避免揭露或未經授權而使用機密資訊。 |
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| | | E. | You shall not engage in illegal or personal activities by making use of Company’s network and computer resources, and are prohibited from installing any software program without the Company’s consent. When making use of computers and network resources owned by Company, you shall act in compliance with the Company’s work rules, policy, and other regulations. You agree that the Company may, from time to time, check your uses of the Company’s network and computer resources, and may prepare a backup of the computer data. |
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| | | | 台端不得使用本公司網路或電腦資源從事違法或個人活動，且未取得本公司同意前禁止安裝任何軟體程式。 台端在使用本公司所有之電腦和網路資源時，應遵守本公司之工作規則、政策及其他規定。 台端同意，本公司得隨時檢查 台端對本公司網路與電腦資源之使用，並得製作電腦資料之備份。 |
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| | | F. | Confidential Information, in whatever form, that comes into your possession during the course of your appointment, shall be deemed to be and remain the property of the Company. Upon the termination of your appointment, you shall complete the handover procedures according to the Company’s requirements and shall promptly return to the Company all documents and other tangible items containing or representing the Confidential Information that has been disclosed by the Company, including but not limited to all original documents, copies of original documents, disks, other magnetic or digital records, excerpts or records in your possession that were either acquired by you or produced by you during your appointment. In the meantime, you shall provide a written statement declaring that you have returned all the aforesaid items and information, and that no further items are in your possession. In the event of any Confidential Information or items being omitted and therefore not returned, you shall return it (them) within 48 hours of such an omission being discovered. |
| | | | 台端於委任期間持有任何形式之機密資訊均應視為並維持屬於本公司財產。於 台端的委任關係終止時，應按本公司要求完成移交程序，並應立即向本公司歸還原由本公司揭露之內含或代表機密資訊之文件及其他有形資料，包括（但不限於）由 台端於委任期間取得或製作之正本、副本、磁片、其他磁性或數位紀錄、摘要或紀錄。同時， 台端應提供書面聲明表示已歸還全部前述資訊，且 台端不再擁有此等資訊。如遺漏任何機密資訊因而未歸還者， 台端應於發現遺漏後48小時內歸還。 |
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| 9. | Indemnification |
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| | 賠償 |
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| | You agree to indemnify and hold the Company harmless from any and all losses and liability (including attorney’s fees) which may arise out of or as a result of any unauthorized act by you or any act caused by you in contravention of the applicable laws or regulations, this Agreement, the Company’s policy, or other regulations. |
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| | 台端同意賠償本公司因 台端任何未授權行為或因 台端引起任何違反法令、本契約、本公司之政策或其他規定之行為所生或因而造成之全部損失與責任。 |
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| 10. | Entire Agreement and Modification |
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| | 完整協議與修訂 |
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| | The Company’s policy, and other regulations, all of which can be amended by the Company from time to time, constitute a part of this Agreement. This Agreement supersedes and terminates all prior agreements between the parties relating to the subject matter herein addressed and constitutes the entire and complete understanding of the parties in relation to the appointment. Any modification or amendment to this Agreement will not be valid unless made in writing and signed by both you and the Company. Notwithstanding the foregoing, if the Company modifies or amends its policy and other regulations, such modifications or amendments will be valid upon written notice to you, and will not require you to sign such modifications or amendments. |
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| | 本公司之相關政策及其他規定（皆得由本公司不定時修改）構成本契約之一部分。本契約取代並終止雙方有關本契約所載標的事項之所有先前協議，並構成雙方間有關委任之完整理解。本契約任何變更或修訂均須以書面為之並經 台端與本公司簽字，否則不生效力。然而，若本公司修訂之相關政策及其他規定，該等修訂將於書面通知 台端時生效，且不需 台端簽署該等修訂。 |
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| 11. | Governing Law and Jurisdiction |
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| | 準據法與管轄法院 |
| | (1) | The execution, interpretation and enforcement of this Agreement and the respective rights and obligations of the parties shall be governed and construed in accordance with the laws of Taiwan. |
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| | | 本契約之簽署、解釋與執行和雙方各自之權利與義務，均應以台灣法律為準據法，並以其為解釋依據。 |
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| | (2) | Both parties shall submit to the jurisdiction of the Taiwan Hsinchu District Court in the event of a dispute relating to this Agreement. |
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| | | 因本契約而生任何爭議時，雙方同意由台灣新竹地方法院管轄。 |
| 12. | Severability |
| | |
| | 可分割性 |
| | |
| | If any of the terms of this Agreement are declared illegal or unenforceable by any court of competent jurisdiction, such term or terms shall be deemed null and void and shall be considered deleted from this Agreement. All the remaining terms shall remain in full force and effect. |
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| | 如本契約任何條款經任何具司法管轄權法院宣告非法或無法執行時，該等條款應視為無效，並應視為自本契約刪除。其餘全部條款均應維持完整效力。 |
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| 13. | Supersedes Previous Agreements |
| | |
| | 取代舊約 |
| | |
| | This Agreement supersedes and replaces all previous oral or written agreements, memoranda, correspondence or other communications between the parties hereto relating to the subject matter hereof. |
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| | 本契約取代雙方此前就本協議標的事項達成的所有口頭或書面協議、備忘錄、通信或其他通信。 |
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| 14. | Language |
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| | 語言 |
| | |
| | This Agreement is made in both English and Chinese. Should there be any discrepancies in the English and Chinese versions, the English version shall prevail. |
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| | 本契約採英文中文對照方式作成。如英文版本與中文版本有任何歧異時，應以英文版本為準。 |
AINOS INC. TAIWAN BRANCH (USA)
美商艾諾斯生技股份有限公司
Signed
簽名：____________________
Legal Representative
法定代理人：
Date
日期：March 17 2022
******************************
Signed
簽名: ________________
Chun-Hsien Tsai
蔡群賢
National ID Number
國民身分證統一編號: _______________
Date
日期: March 17 2022
Schedule 1: Vesting Terms and Schedule
附件1: 既得條件與時間表
Participant: [ Chun-Hsien Tsai ]
姓名： [ 蔡群賢 ]
| 1. | Total Number of Awarded Restricted Stock Units (Awarded RSU): [ 5,000,000 ] units |
| | |
| | Awarded RSU總數：[ 5,000,000 ] 單位 |
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| 2. | Grant Date: [ immediately upon the Effective Date of 2021 Stock Incentive Plan] |
| | |
| | 授予日： [ 2021年度股權激勵辦法生效日當日 ] |
| | |
| 3. | Issuance of Shares: Company will do its best effort to issue common shares within 30 days commencing from the end of each vesting schedule. |
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| | 發行股票: 公司將盡最大努力在每次既得(vesting)到期日30天內發行普通股給您。 |
| | |
| 4. | Vesting Schedule: |
| | |
| | 既得時間表： |
| | 1. | Vesting: [100]% of Awarded RSU, vesting date: [ September 30, 2022] |
| | | |
| | | 既得日：[100]% Awarded RSU 總數，既得日：[ 2022年9月30日 ] |
| | | |
| | 1. | Restriction to Sell Shares: [ within 6 months commencing from Grant Date ] |
| | | |
| | | 禁止賣股：[授予日起算6個月內] |
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| | 2. | Continued Employment: [ you agree to remain employed by the Company for one year from the effective date of this Agreement] |
| | | |
| | | 持續聘僱：[台端同意為本公司服務一年，從本契約生效日起算。] |
EXHIBIT 10(IV)
Mandate Agreement
委任契約
RECITALS
| | A. | Employee was appointed by the Board of the Directors (the “Board”) of the Company as Chief Financial Officer on August 11, 2021; |
| | | |
| | B. | The Company issued an Offer Letter dated September 29, 2021 offering certain employment terms and conditions, salary, bonuses, and benefits effective as of August 11, 2021 and said Offer Letter was approved by the Board on December 27, 2021; |
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| | C. | This Employment Agreement is intended to incorporate all of the understandings and agreements between the Company and Employee and supersedes the Offer Letter and any other communications, written or oral, related to the employment terms of Employee with the Company. |
| | | |
| | D. | Upon the review and recommendation of the Compensation Committee, the Board approved this Employment Agreement at is regularly scheduled meeting on March 11, 2022. |
| | | |
| | E. | These Recitals are incorporated into the Agreement by this reference. |
AGREEMENT
Date: [ March 17, 2022 ]
日期: [ March 17, 2022 ]
Dear Hui-Lan Wu,
[ 吳惠蘭 ]鈞鑒：
AINOS INC. TAIWAN BRANCH (USA) (the “Company”) is very pleased to offer you appointment with the Company, as [ Chief Financial Officer (CFO) or the “Employee” ]. This Mandate Agreement (the “Agreement”) sets out the terms and conditions related to your position.
美商艾諾斯生技股份有限公司（下稱「本公司」）很榮幸並誠摯委任 台端為本公司之[ 財務長 ]。本委任契約（下稱「本契約」）係載明與 台端職位相關之條件。
1. Effective Date / Position/ Status / Transfer
生效日期/職位/身分/調動
(1) This Agreement will be effective from [ March 17, 2022 ].
本契約自☑起生效。
(2) In the position of [ CFO ] at the Company, you should comply with all lawful instructions from the Company, report the Company's business performance to the Board of Directors, and use your best efforts to perform all duties and obligations relating to your position to the best of your ability.
台端為本公司之[ 財務長 ]，應遵守本公司所為之所有合法指示，並定期向董事會報告公司業務情況，盡全力履行 台端職位相關的職務及義務。
(3) You agree that the Company may unilaterally transfer your work place, position, and work assignment.
台端同意，本公司得片面調動 台端之工作地點、職位、工作內容。
(4) You understand and agree that you are a mandate manager according to this Agreement, the Civil Code and the Company Act. You are not subject to relevant labor regulations including but not limited to the Labor Standards Law. The Company may terminate your appointment and this Agreement at any time without any statutory ground or statutory severance payment.
台端瞭解並同意，依本契約、民法及公司法規定， 台端屬委任經理人身分，不受勞動法令規範限制包括但不限於勞動基準法，本公司得隨時終止 台端之委任關係以及本契約，無須具備法定事由，亦無須給付法定資遣費。
2. Remuneration
報酬
(1) Basic Monthly Salary: NT$[227,600] including a Monthly Meal Allowance of NT$[2,400 ].
基本月薪：新台幣[227,600]元，包含每月膳食津貼：新台幣[ 2,400] 元。
(2) Year End Bonus: If you have not breached of this Agreement and the Company's regulations, and are still appointed by the Company at the date of year end bonus payment, the Company will pay you [2 ] months’ basic monthly salaries as your year end bonus. The actual disbursement amount is calculated based on the proportion of your service period of the year of payment.
若 台端無違反本契約及公司規定，並於年終獎金發放之日仍受委任於本公司，本公司將發給 台端[2 ]個月之基本月薪作為 台端之年終獎金，實際發放金額依 台端於發放年度在職服務期間比例計算。
(3) When the Company achieves its annual operating and profitability target, your variable reward target is [ 10 ]% to [ 100]% of your personal annual total salary. The so-called annual total salary includes the cash, securities issued by the Company and other remunerations. The actual disbursement amount will be determined by the Company's board of directors after the annual settlement based on the Company's profit and your personal work performance. The Company has the sole discretion and the specific details shall be governed by the Company's regulations.
本公司達成年度營運及獲利目標時，台端變動獎酬目標為個人年度總薪酬的[ 10 ]%~ [ 100]%，所謂年度總薪酬包含現金、本公司發行之有價證券及其他報酬合計數。實際發放金額將由本公司董事會於年度結算後依公司獲利及 台端個人工作表現決定，本公司有全權裁量權，具體細節依公司規定辦理。
(4) You are granted with [ 2,000,000 ] units of [Restricted Stock Units] pursuant to the 2021 Stock Incentive Plan adopted by the Board on October 6, 2021 (the “2021 Stock Incentive Plan”). You agree to accept the terms and conditions of the 2021 Stock Incentive Plan, including any amendments, adopted by the Company in accordance with relevant laws and regulations, to the 2021 Stock Incentive Plan. When the Company proactively terminates your appointment and this Agreement, all of outstanding [Restricted Stock Units] granted to you will be deemed vested. Please refer to Schedule I for vesting terms and schedule.
台端被授予[ 2,000,000 ]單位，依據本公司2021年10月6日董事會決議通過2021年度股權激勵辦法（下稱「2021股權激勵辦法」）所發行之[限制型股票單位]。台端茲此同意接受2021股權激勵辦法所載之條款及條件，並且同意接受日後本公司依法令對於2021股權激勵辦法所作之修正。當本公司主動終止台端之委任關係及本契約時，已授予 台端的所有未行使[限制型股票單位]將被視為條件已成就(vested)。既得條件與時間表(vesting terms and schedule) 請見附件1。
(5) Your remuneration shall be regularly reviewed from time to time, and at the sole discretion of the Board. Upon payment, the Company shall withhold income tax and other applicable statutory withholdings according to the requirements of the law. After the Company's stock is successfully listed on NASDAQ, the Company's Remuneration Committee will adjust your remuneration based on the market level, and your subsequent remuneration adjustment cycle will be based on the Company's regulations.
台端之報酬將由董事會依其獨立裁量權限定期檢討。本公司支付 台端報酬時，將按所得稅法等規定，代為扣繳所得稅。本公司於股票成功掛牌NASDAQ後，由本公司薪酬委員會參酌市場水準調整台端之報酬，台端之後之薪酬調整週期依公司規定辦理。
3. Benefit
福利
The Company will provide you with Labor Insurance and National Health Insurance. Other benefits are based on the Company's regulations.
本公司將提供 台端勞保及健保，其餘福利依公司規定辦理。
4. Working Hours
工作時間
(1) You should allocate your working hours to meet the needs of the Company's business needs.
台端應自行調配工作時間以達成本公司業務之需要。
(2) The Company will draw reference from the Labor Standards Law to provide you with regular day off, leave, and holidays.
台端得比照而享有勞動基準法所訂之例、休假日及國定假日
5. Ownership of theProperty, Interest andIntellectual Proprietorship
所有權/智慧財產權等歸屬
(1) You understand and acknowledge that the Company is the owner of all rights, titles, and interest in and to all materials, reports, information, documentation, and other written works created, compiled or produced by you during your appointment relationship with the Company; and you acknowledge that such materials, reports, information, documentation, and other written works are the sole property of the Company.
台端瞭解並確認， 台端於本公司委任期間所作成、收集或製作之所有資料、報告、資訊、文件以及其他書面作品，其權利、所有權及利益皆屬本公司所有； 台端確認，該等資料、報告、資訊、文件以及書面作品為本公司之專屬財產。
(2) You agree that all the patents, copyrights or other rights of the creations or ideas (hereunder, “IP”) completed during the period of the appointment shall belong to the Company which shall be exclusively entitled to the right to use, modify or publish these items under the name of the Company. You acknowledge that the consideration related to the IP has been fully covered by the remuneration paid by the Company and you agree not to claim any further consideration for such IP.
台端同意，委任期間所完成之創作或構想，其專利、著作權或其他權利（以下合稱「智財權」）均屬於本公司；本公司享有專屬權利，得以本公司之名義使用、修改或出版該等創作或構想。 台端確認，本公司給付之薪資已經完全涵蓋該智財權之相關對價， 台端並同意不就該智財權主張其他任何對價。
(3) You also agree to assign to the Company or its designee all right, title and interest that you may have or acquire in and to any IP that relates, in whole or in part, to the Company’s business, to the extent such IP is not already owned by the Company as a matter of law.
台端並同意，如 台端擁有或取得全部或部分與本公司業務相關之智財權之權利、所有權及利益，倘該智財權依法尚未由本公司所有， 台端將移轉給本公司或其指定之人。
In the event that the Company is unable to secure your signature to any document required for any application process for such IP, you hereby appoint the Company and its duly authorized officers and agents, as your agents and attorneys-in-fact, to act on your behalf to do any lawfully permitted acts to further the application process or protection for such IP.
如果本公司無法取得 台端於前述智財權之申請程序所需之文件上簽名， 台端於此委任本公司及其正式授權之人員及代理人為 台端之代理人，得代理 台端進行任何法律許可之行為，以進行相關智財權申請程序或保護措施。
(4) The ideas, creations and methods you use during your period of appointment are deemed as the Confidential Information of the Company. You shall not implement, use or disclose in any form such information in related businesses, projects, or operations during or after the appointment and shall keep the information confidential as defined in this Agreement.
台端在委任期間使用之構想、創作及方法應視為本公司之機密資訊。 台端不得在委任期間或期後，於相關業務、專案或營運以任何方式施行、使用或揭露該等資訊，且應按本契約之規定，對機密資訊加以保密。
(5) Where litigation on infringement of patent, copyright, and/or other rights shall arise against the inventions, creations, technologies, methods or data provided by you, regardless of whether or not you are still in or discharged from the appointment, you shall provide full assistance to the Company during litigation. Should you be found responsible for such infringements, you shall be held fully responsible for the consequential liability, losses, and damages.
如 台端所提供之發明、創作、技術、方法或資料因專利權、著作權及（或）其他權利之侵害而引起訴訟，無論於 台端受任期間或委任終止後， 台端應在訴訟期間內全力協助本公司。如 台端經認定應對該等侵權行為負責， 台端應就衍生之責任、損失及賠償負全部責任。
(6) You shall ensure that all publications, creations, inventions or matters under the protection of IP rights shall be free from infringement of the copyright, patent rights, trade secrets, and other IP rights of any third party. You shall further warrant that the information collected or acquired for use by the Company shall be collected or acquired by legal and proper means, without divulging or infringing copyrights, patent rights, trade secrets or other IP rights of any third party.
台端應確保，所有受智財權保護之出版物、創作、發明或事宜皆無侵害任何第三人之著作權、專利權、營業祕密及其他智財權。 台端應進一步保證，所蒐集或取得供本公司使用之資訊皆係以合法及正當之方式蒐集或取得之，未洩漏或侵害任何第三人之著作權、專利權、營業祕密及其他智財權。
(7) Should the Company or you be sued by a third party as a result of your violation of this Clause 6, you shall be held fully responsible for the indemnity (including but not limited to the attorney’s fees at home and abroad and the damages claimed by the IP owners at home and abroad).
如本公司或 台端因 台端違反本第6條而被第三人控告， 台端應負完全賠償責任，包括（但不限於）國內外律師費及國內外智財權權利人所主張之損害賠償。
6. Non-Solicitation
禁止招攬
(1) You shall not during the continuance of your appointment and for a period of two (2) years after the termination of your appointment, directly or indirectly solicit or endeavor to entice away from or discourage from being employed by the Company any of its employees who are employed by the Company and with whom you had contact during your employment with the Company.
在 台端繼續受委任於本公司期間及與本公司終止委任關係後兩年內， 台端不得直接或間接招攬 台端在受委任於本公司期間接觸到的公司員工，或極力慫恿其離開本公司僱傭或勸阻其不受本公司僱傭。
(2) You shall not for a period of two (2) years after the termination of your appointment and whether on your own account or for any other person, firm or company directly or indirectly in connection with any business similar to or in competition with the business of the Company solicit or endeavor to entice away from the Company any person, firm or company:
在 台端之委任終止後兩年內，不得為自己或為直接、間接從事本公司類似業務或與本公司業務構成競爭的任何其他人、企業或公司，誘使符合以下描述的任何人、企業或公司離開本公司：
A. who or which during the two (2) years prior to the end of your appointment shall have been a client of or in the habit of dealing with the Company; and
在 台端之委任結束前之兩年內是本公司之客戶或經常與本公司往來者；及
B. with whom or which you had personal dealings in the course of your appointment during the Two (2) years prior to the end of your appointment.
在 台端之委任結束前之兩年內， 台端在委任過程中曾與其有個人往來者。
7. Non-Competition
競業禁止
(1) Non-Competition during the appointment:
委任期間內之競業禁止：
You agree that during the period of appointment, you shall not, directly or indirectly, contact, solicit, provide service to, engage in, work in part-time manner for, or participate in the same or similar business, projects or activities. You also agree not to engage in profit-making activities by making use of the Company’s equipment and facilities, or doing the same during working hours.
台端同意，於委任期間內，不以直接或間接方式聯絡、招徠、提供勞務、從事、兼職於或參與與本公司性質相同或類似之事業、專案或活動。 台端並同意，不會利用本公司之設備及設施從事營利活動，也不會在工作時間內進行該等活動。
(2) Non-Competition after the appointment:
委任期間結束後之競業禁止：
You agree to comply with the “Non-Competition after the appointment” clauses as below (“Non-Competition Covenant”)
台端同意遵守以下之「委任期間結束後之競業禁止」條款（下稱「競業禁止約款」）。
A. In the territory of Taiwan and [other jurisdictions], within [24 ] months after terminating the appointment relationship (hereinafter referred to as the “Non-Competition Period”), you shall not work in, engage in, associate with, or support any person (such as a company, individual or institutional organization) that is in competition with or may form or become a competitor to the Company or its affiliates ("Affiliates"), nor shall you engage or participate in the same or similar projects.
於臺灣及[其他法域]境內，與本公司之委任關係結束後[24 ]月內（下稱「競業禁止期間」）， 台端不得任職於、參與或支援任何目前或可能與本公司或其關係企業（下稱「關係企業」）為競爭對手之人（包括公司、個人或機構）或與該人建立關係， 台端亦不得進行或參與相同或類似性質之專案計畫。
B. The Company shall pay you an indemnity at the standard of [at least 50 ]% of your final Basic Monthly Salary per month in arrears during the Non-Competition Period as compensation for your compliance.
本公司應在競業禁止期間每月向 台端給付 台端最終基本月薪[最低50 ]%之金額，作為 台端遵守競業禁止約款之補償金（後付）。
C. During the Non-Competition Period, you shall inform the Company of any offer which may be of a competitive nature but you may accept.
在競業禁止期間， 台端應通知本公司任何可能具有競爭性質且 台端可能接受之工作要約。
D. During the Non-Competition Period, you shall inform your new principal or employer of the present Non-Competition Covenant prior to entering into any commitment.
於競業禁止期間， 台端應於訂立任何承諾前告知新委任人或雇主此競業禁止約款。
E. The Company expressly reserves the right to waive the benefit of this Non-Competition Covenant at any time, particularly in the event where the Company’s interest in your obligation ceases to be present, by stopping paying the financial compensation stipulated above.
本公司明示保留有權隨時停止給付前述補償金，以放棄本競業禁止約款之利益，尤其當 台端所應履行之義務對本公司而言已無利益時。
F. You agree that, upon termination of the Agreement and if this Non-Competition Covenant is still in force, this special provision will be included in the work certificate that will be given to you.
台端同意，若本契約終止而本競業禁止約款仍有效，本公司向 台端提供之服務證明中將記載本競業禁止約款。
8. ConfidentialityDuty
保密義務
(1) The definition of Confidential Information:
機密資訊之定義：
The term Confidential Information in this Agreement means any or all of the following materials provided or disclosed, collected, summarized, integrated, studied, developed or obtained by the Company, or being disclosed under the authorization of the third party, which should be continuously kept confidential according to the law or to this Agreement or by the intention of the Company or disclosing party (“Confidential Information”). The aforesaid Confidential Information shall not be limited to commercial interests and can be produced in any form including in written or oral notices, various information mediums, or any other means, the scope of which shall include but is not limited to: (1) all information related to internal control systems, operating plans; (2) all financial statements, business, records and projections, or information in connection with procurement plans, marketing plans and methods, cost calculations; (3) all the Company's and Affiliates' material information, contracts, personnel and salary information, financial information, undisclosed creations, confidential information disclosed by third parties, and/or any information obtained by the Company or its Affiliates resulting from contracts and from the law; and (4) other information for which, the wording of secret or confidential or some similar words has been indicated, expressed or stated, or that you should reasonably understand to be confidential or proprietary to the Company or its Affiliates; or any customer, client, supplier or their prospects, or other company that does business with the Company or its Affiliates.
本契約之機密資訊一詞係指以下由本公司提供或揭露、蒐集、概要整理、結合、研究、發展或取得、或經第三人授權而揭露之任何資料，且該資料按法律規定或本契約條款或本公司或揭露方之意願應繼續維持其機密（下稱「機密資訊」）。前述機密資訊不限於商業之利益，得以任何形式製作，包括書面或口頭通知、各類資訊媒體或其他任何方式，範圍包括（但不限於）：(1) 所有與內部控制制度、營運計劃相關之資訊；(2) 所有財務報表、營業、紀錄與預測，或與採購計畫、行銷計畫與方法、成本計算相關之資訊；(3) 所有本公司及其關係企業之重大資訊、合約、人事與薪資資料、財務資料、未公開創作、由第三人揭露之機密資訊及（或）由本公司因契約或按法律規定取得之任何資訊；與 (4) 任何指示、表示或聲明為秘密或機密或其他類似字樣之其他資訊，或 台端應可合理瞭解係本公司或其關係企業、或與前二者有業務往來之任何現在或潛在顧客、客戶、供應商或其他公司，之機密或專有資訊。
(2) Confidentiality Duty:
保密義務：
A. You shall be obliged to keep secret the Confidential Information referred to in this Agreement, and shall make your best efforts to keep Confidential Information obtained during the performance of your duties strictly confidential. Except for the information that you obtain during the course of carrying out normal or specified duties authorized by the Company, you shall not be allowed to detect, employ, misuse or, in an inappropriate manner investigate, obtain or use the Confidential Information referred to in this Agreement.
台端就本契約所述之機密資訊負有保密義務，並應盡全力維護該等於 台端履行職務期間取得之機密資訊之嚴格機密。除 台端因執行一般業務或經本公司特別授權業務而取得資訊外， 台端不得探查、使用、濫用或以不當方法調查、取得或使用本契約所述之機密資訊。
B. Regarding the Confidential Information being learned, held or received by you during work or outside work, you shall not, without the express written consent of the Company in advance, either arbitrarily make photocopies, send e-mails, duplicate disks or other magnetic documents, take photos, record the sound or image, or use any other method to record, document or distribute the said Confidential Information. If you need to copy, duplicate or make any kind of record of the aforementioned items, you shall take the initiative to inform the Company and shall destroy any spare copies or return the documents to the Company according to the Company’s instructions upon termination of the appointment.
有關 台端因工作或工作以外所知悉或持有或收受之機密資訊，如未取得本公司事前明示書面同意， 台端不得任意影印、寄送電子郵件、複製磁片或其他磁性文件、拍照、記錄聲音或影像、或以任何其他方法記錄、記載或發送前述機密資訊。如 台端需執行前述影印、複製或任何型式之記錄時，應主動告知本公司，並應於委任終止時按本公司指示銷毀多餘複本或繳回本公司。
C. You shall not divulge Confidential Information or deliver documents, disks or other magnetic or digital records, audio tapes, VCR tapes or use any other direct or indirect method to convey information to any persons who have no right to access such Confidential Information in so far as the work is concerned. Such persons shall include but are not limited to employees of the Company, collaborators, competitors, potential competitors, clients, or potential clients.
台端不得洩露機密資訊，亦不得交付文件、磁片或其他磁性或數位紀錄、錄音帶、錄影帶或以任何其他直接或間接方法交給工作上無權接觸或取得該等機密資訊之人員，此等人員包括（但不限於）本公司員工、合作對象、競爭者、潛在競爭者、客戶或潛在客戶。
D. You shall not use or divulge the Confidential Information referred in this Agreement for the sake of yourself, or for the interest of the third party, or for the purpose of damaging the Company, or for damaging the secrecy of such Confidential Information. You shall protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information.
台端不得為自身目的或為第三人利益、或為損害本公司或本契約所指機密資訊之秘密性而使用或洩露此等機密資訊。 台端應保護機密資訊之秘密性並應避免揭露或未經授權而使用機密資訊。
E. You shall not engage in illegal or personal activities by making use of Company’s network and computer resources, and are prohibited from installing any software program without the Company’s consent. When making use of computers and network resources owned by Company, you shall act in compliance with the Company’s work rules, policy, and other regulations. You agree that the Company may, from time to time, check your uses of the Company’s network and computer resources, and may prepare a backup of the computer data.
台端不得使用本公司網路或電腦資源從事違法或個人活動，且未取得本公司同意前禁止安裝任何軟體程式。 台端在使用本公司所有之電腦和網路資源時，應遵守本公司之工作規則、政策及其他規定。 台端同意，本公司得隨時檢查 台端對本公司網路與電腦資源之使用，並得製作電腦資料之備份。
F. Confidential Information, in whatever form, that comes into your possession during the course of your appointment, shall be deemed to be and remain the property of the Company. Upon the termination of your appointment, you shall complete the handover procedures according to the Company’s requirements and shall promptly return to the Company all documents and other tangible items containing or representing the Confidential Information that has been disclosed by the Company, including but not limited to all original documents, copies of original documents, disks, other magnetic or digital records, excerpts or records in your possession that were either acquired by you or produced by you during your appointment. In the meantime, you shall provide a written statement declaring that you have returned all the aforesaid items and information, and that no further items are in your possession. In the event of any Confidential Information or items being omitted and therefore not returned, you shall return it (them) within 48 hours of such an omission being discovered.
台端於委任期間持有任何形式之機密資訊均應視為並維持屬於本公司財產。於 台端的委任關係終止時，應按本公司要求完成移交程序，並應立即向本公司歸還原由本公司揭露之內含或代表機密資訊之文件及其他有形資料，包括（但不限於）由 台端於委任期間取得或製作之正本、副本、磁片、其他磁性或數位紀錄、摘要或紀錄。同時， 台端應提供書面聲明表示已歸還全部前述資訊，且 台端不再擁有此等資訊。如遺漏任何機密資訊因而未歸還者， 台端應於發現遺漏後48小時內歸還。
9. Indemnification
賠償
You agree to indemnify and hold the Company harmless from any and all losses and liability (including attorney’s fees) which may arise out of or as a result of any unauthorized act by you or any act caused by you in contravention of the applicable laws or regulations, this Agreement, the Company’s policy, or other regulations.
台端同意賠償本公司因 台端任何未授權行為或因 台端引起任何違反法令、本契約、本公司之政策或其他規定之行為所生或因而造成之全部損失與責任。
10. Entire Agreement and Modification
完整協議與修訂
The Company’s policy, and other regulations, all of which can be amended by the Company from time to time, constitute a part of this Agreement. This Agreement supersedes and terminates all prior agreements between the parties relating to the subject matter herein addressed and constitutes the entire and complete understanding of the parties in relation to the appointment. Any modification or amendment to this Agreement will not be valid unless made in writing and signed by both you and the Company. Notwithstanding the foregoing, if the Company modifies or amends its policy and other regulations, such modifications or amendments will be valid upon written notice to you, and will not require you to sign such modifications or amendments.
本公司之相關政策及其他規定（皆得由本公司不定時修改）構成本契約之一部分。本契約取代並終止雙方有關本契約所載標的事項之所有先前協議，並構成雙方間有關委任之完整理解。本契約任何變更或修訂均須以書面為之並經 台端與本公司簽字，否則不生效力。然而，若本公司修訂之相關政策及其他規定，該等修訂將於書面通知 台端時生效，且不需 台端簽署該等修訂。
11. Governing Law and Jurisdiction
準據法與管轄法院
(1) The execution, interpretation and enforcement of this Agreement and the respective rights and obligations of the parties shall be governed and construed in accordance with the laws of Taiwan.
本契約之簽署、解釋與執行和雙方各自之權利與義務，均應以台灣法律為準據法，並以其為解釋依據。
(2) Both parties shall submit to the jurisdiction of the Taiwan Hsinchu District Court in the event of a dispute relating to this Agreement.
因本契約而生任何爭議時，雙方同意由台灣新竹地方法院管轄。
12. Severability
可分割性
If any of the terms of this Agreement are declared illegal or unenforceable by any court of competent jurisdiction, such term or terms shall be deemed null and void and shall be considered deleted from this Agreement. All the remaining terms shall remain in full force and effect.
如本契約任何條款經任何具司法管轄權法院宣告非法或無法執行時，該等條款應視為無效，並應視為自本契約刪除。其餘全部條款均應維持完整效力。
13. Supersedes Previous Agreements
取代舊約
This Agreement supersedes and replaces all previous oral or written agreements, memoranda, correspondence or other communications between the parties hereto relating to the subject matter hereof.
本契約取代雙方此前就本協議標的事項達成的所有口頭或書面協議、備忘錄、通信或其他通信。
14. Language
語言
This Agreement is made in both English and Chinese. Should there be any discrepancies in the English and Chinese versions, the English version shall prevail.
本契約採英文中文對照方式作成。如英文版本與中文版本有任何歧異時，應以英文版本為準。
AINOS INC. TAIWAN BRANCH (USA)
美商艾諾斯生技股份有限公司
Signed
簽名：____________________
Legal Representative
法定代理人：
Date
日期：March 17 2022
******************************
Signed
簽名: ________________
Hui-Lan Wu
吳惠蘭
National ID Number
國民身分證統一編號: _______________
Date
日期: March 17 2022
Schedule 1: Vesting Terms and Schedule
附件1: 既得條件與時間表
Participant: [ Hui-Lan Wu ]
姓名： [ 吳惠蘭 ]
1. Total Number of Awarded Restricted Stock Units (Awarded RSU): [ 2,000,000 ] units
Awarded RSU總數：[ 2,000,000 ] 單位
2. Grant Date: [ immediately upon the Effective Date of 2021 Stock Incentive Plan]
授予日： [ 2021年度股權激勵辦法生效日當日 ]
3. Issuance of Shares: Company will do its best effort to issue common shares within 30 days commencing from the end of each vesting schedule.
發行股票: 公司將盡最大努力在每次既得(vesting)到期日30天內發行普通股給您。
4. Vesting Schedule:
既得時間表：
1. Vesting: [100]% of Awarded RSU, vesting date: [ September 30, 2022]
既得日：[100]% Awarded RSU 總數，既得日：[ 2022年9月30日 ]
5. Other Conditions
其他條件
1. Restriction to Sell Shares: [ within 6 months commencing from Grant Date ]
禁止賣股：[授予日起算6個月內]
2. Continued Employment: [ you agree to remain employed by the Company for one year from the effective date of this Agreement]
持續聘僱：[台端同意為本公司服務一年，從本契約生效日起算。]
EXHIBIT 10(V)
Employment Agreement
聘雇契約
RECITALS
| | A. | Employee was appointed by the Board of the Directors (the “Board”) of the Company as Corporate Secretary on August 11, 2021; |
| | | |
| | B. | The Company issued an Offer Letter dated September 29, 2021 offering certain employment terms and conditions, salary, bonuses, and benefits effective as of October 1, 2021; |
| | | |
| | C. | This Employment Agreement is intended to incorporate all of the understandings and agreements between the Company and Employee and supersedes the Offer Letter and any other communications, written or oral, related to the employment terms of Employee with the Company. |
| | | |
| | D. | Upon the review and recommendation of the Compensation Committee, the Board approved this Employment Agreement at is regularly scheduled meeting on March 11, 2022. |
| | | |
| | E. | These Recitals are incorporated into the Agreement by this reference. |
| | | |
AGREEMENT
Date: [ March 17, 2022 ]
日期: [ March 17, 2022 ]
Dear [ Chih-Heng Jack Lu ],
[ 呂志亨 ]鈞鑒：
AINOS INC. TAIWAN BRANCH (USA) (the “Company”) is very pleased to offer you appointment with the Company, as [ Director of Corporate Development and Corporate Secretary ] (the “Employee”). This Mandate Agreement (the “Agreement”) sets out the terms and conditions related to your position.
美商艾諾斯生技股份有限公司（下稱「本公司」）很榮幸並誠摯委任 台端為本公司之[ 企業發展部部長及董事會秘書 ]。本委任契約（下稱「本契約」）係載明與 台端職位相關之條件。
1. Effective Date / Position/ Status / Transfer
生效日期/職位/身分/調動
(1) This Agreement will be effective from [March 17, 2022].
本契約自[請填入生效日期]起生效。
(2) In the position of [ Director of Corporate Development and Corporate Secretary ] at the Company, you should comply with all lawful instructions from the Company, report the Company's business performance to the Board of Directors, and use your best efforts to perform all duties and obligations relating to your position to the best of your ability.
台端為本公司之[ 企業發展部部長及董事會秘書]，應遵守本公司所為之所有合法指示，並定期向董事會報告公司業務情況，盡全力履行 台端職位相關的職務及義務。
(3) You agree that the Company may unilaterally transfer your work place, position, and work assignment.
台端同意，本公司得片面調動 台端之工作地點、職位、工作內容。
(4) You understand and agree that you are subject to relevant labor regulations including but not limited to the Labor Standards Law. The Company may terminate your appointment and this Agreement according to the relevant local laws.
台端瞭解並同意，台端受勞動法令規範限制包括但不限於勞動基準法，本公司得根據當地法規終止 台端之聘雇關係以及本契約。
2. Remuneration
報酬
(1) Basic Monthly Salary: NT$[ 177,600 ] including a Monthly Meal Allowance of NT$[ 2,400].
基本月薪：新台幣[ 177,600 ]元，包含每月膳食津貼：新台幣[ 2,400] 元。
(2) Year End Bonus: If you have not breached of this Agreement and the Company's regulations, and are still appointed by the Company at the date of year end bonus payment, the Company will pay you [2 ] months’ basic monthly salaries as your year end bonus. The actual disbursement amount is calculated based on the proportion of your service period of the year of payment.
若 台端無違反本契約及公司規定，並於年終獎金發放之日仍受委任於本公司，本公司將發給 台端[2 ]個月之基本月薪作為 台端之年終獎金，實際發放金額依 台端於發放年度在職服務期間比例計算。
(3) When the Company achieves its annual operating and profitability target, your variable reward target is [ 10 ]% to [ 100]% of your personal annual total salary. The so-called annual total salary includes the cash, securities issued by the Company and other remunerations. The actual disbursement amount will be determined by the Company's board of directors after the annual settlement based on the Company's profit and your personal work performance. The Company has the sole discretion and the specific details shall be governed by the Company's regulations.
本公司達成年度營運及獲利目標時，台端變動獎酬目標為個人年度總薪酬的[ 10 ]%~ [ 100]%，所謂年度總薪酬包含現金、本公司發行之有價證券及其他報酬合計數。實際發放金額將由本公司董事會於年度結算後依公司獲利及 台端個人工作表現決定，本公司有全權裁量權，具體細節依公司規定辦理。
(4) You are granted with [ 1,000,000 ] units of [Restricted Stock Units] pursuant to the 2021 Stock Incentive Plan adopted by the Board on October 6, 2021 (the “2021 Stock Incentive Plan”). You agree to accept the terms and conditions of the 2021 Stock Incentive Plan, including any amendments, adopted by the Company in accordance with relevant laws and regulations, to the 2021 Stock Incentive Plan. When the Company proactively terminates your appointment and this Agreement, all of outstanding [Restricted Stock Units] granted to you will be deemed vested. Please refer to Schedule I for vesting terms and schedule.
台端被授予[ 1,000,000 ]單位，依據本公司2021年10月6日董事會決議通過2021年度股權激勵辦法（下稱「2021股權激勵辦法」）所發行之[限制型股票單位]。台端茲此同意接受2021股權激勵辦法所載之條款及條件，並且同意接受日後本公司依法令對於2021股權激勵辦法所作之修正。當本公司主動終止台端之委任關係及本契約時，已授予 台端的所有未行使[限制型股票單位]將被視為條件已成就(vested)。既得條件與時間表(vesting terms and schedule) 請見附件1。
(5) Your remuneration shall be regularly reviewed from time to time, and at the sole discretion of the Board. Upon payment, the Company shall withhold income tax and other applicable statutory withholdings according to the requirements of the law. After the Company's stock is successfully listed on NASDAQ, the Company's Remuneration Committee will adjust your remuneration based on the market level, and your subsequent remuneration adjustment cycle will be based on the Company's regulations.
台端之報酬將由董事會依其獨立裁量權限定期檢討。本公司支付 台端報酬時，將按所得稅法等規定，代為扣繳所得稅。本公司於股票成功掛牌NASDAQ後，由本公司薪酬委員會參酌市場水準調整台端之報酬，台端之後之薪酬調整週期依公司規定辦理。
3. Benefit
福利
The Company will provide you with Labor Insurance and National Health Insurance. Other benefits are based on the Company's regulations.
本公司將提供 台端勞保及健保，其餘福利依公司規定辦理。
4. Working Hours
工作時間
(1) You should allocate your working hours to meet the needs of the Company's business needs.
台端應自行調配工作時間以達成本公司業務之需要。
(2) The Company will draw reference from the Labor Standards Law to provide you with regular day off, leave, and holidays.
台端得比照而享有勞動基準法所訂之例、休假日及國定假日
5. Ownership of theProperty, Interest andIntellectual Proprietorship
所有權/智慧財產權等歸屬
(1) You understand and acknowledge that the Company is the owner of all rights, titles, and interest in and to all materials, reports, information, documentation, and other written works created, compiled or produced by you during your appointment relationship with the Company; and you acknowledge that such materials, reports, information, documentation, and other written works are the sole property of the Company.
台端瞭解並確認， 台端於本公司委任期間所作成、收集或製作之所有資料、報告、資訊、文件以及其他書面作品，其權利、所有權及利益皆屬本公司所有； 台端確認，該等資料、報告、資訊、文件以及書面作品為本公司之專屬財產。
(2) You agree that all the patents, copyrights or other rights of the creations or ideas (hereunder, “IP”) completed during the period of the appointment shall belong to the Company which shall be exclusively entitled to the right to use, modify or publish these items under the name of the Company. You acknowledge that the consideration related to the IP has been fully covered by the remuneration paid by the Company and you agree not to claim any further consideration for such IP.
台端同意，委任期間所完成之創作或構想，其專利、著作權或其他權利（以下合稱「智財權」）均屬於本公司；本公司享有專屬權利，得以本公司之名義使用、修改或出版該等創作或構想。 台端確認，本公司給付之薪資已經完全涵蓋該智財權之相關對價， 台端並同意不就該智財權主張其他任何對價。
(3) You also agree to assign to the Company or its designee all right, title and interest that you may have or acquire in and to any IP that relates, in whole or in part, to the Company’s business, to the extent such IP is not already owned by the Company as a matter of law.
台端並同意，如 台端擁有或取得全部或部分與本公司業務相關之智財權之權利、所有權及利益，倘該智財權依法尚未由本公司所有， 台端將移轉給本公司或其指定之人。
In the event that the Company is unable to secure your signature to any document required for any application process for such IP, you hereby appoint the Company and its duly authorized officers and agents, as your agents and attorneys-in-fact, to act on your behalf to do any lawfully permitted acts to further the application process or protection for such IP.
如果本公司無法取得 台端於前述智財權之申請程序所需之文件上簽名， 台端於此委任本公司及其正式授權之人員及代理人為 台端之代理人，得代理 台端進行任何法律許可之行為，以進行相關智財權申請程序或保護措施。
(4) The ideas, creations and methods you use during your period of appointment are deemed as the Confidential Information of the Company. You shall not implement, use or disclose in any form such information in related businesses, projects, or operations during or after the appointment and shall keep the information confidential as defined in this Agreement.
台端在委任期間使用之構想、創作及方法應視為本公司之機密資訊。 台端不得在委任期間或期後，於相關業務、專案或營運以任何方式施行、使用或揭露該等資訊，且應按本契約之規定，對機密資訊加以保密。
(5) Where litigation on infringement of patent, copyright, and/or other rights shall arise against the inventions, creations, technologies, methods or data provided by you, regardless of whether or not you are still in or discharged from the appointment, you shall provide full assistance to the Company during litigation. Should you be found responsible for such infringements, you shall be held fully responsible for the consequential liability, losses, and damages.
如 台端所提供之發明、創作、技術、方法或資料因專利權、著作權及（或）其他權利之侵害而引起訴訟，無論於 台端受任期間或委任終止後， 台端應在訴訟期間內全力協助本公司。如 台端經認定應對該等侵權行為負責， 台端應就衍生之責任、損失及賠償負全部責任。
(6) You shall ensure that all publications, creations, inventions or matters under the protection of IP rights shall be free from infringement of the copyright, patent rights, trade secrets, and other IP rights of any third party. You shall further warrant that the information collected or acquired for use by the Company shall be collected or acquired by legal and proper means, without divulging or infringing copyrights, patent rights, trade secrets or other IP rights of any third party.
台端應確保，所有受智財權保護之出版物、創作、發明或事宜皆無侵害任何第三人之著作權、專利權、營業祕密及其他智財權。 台端應進一步保證，所蒐集或取得供本公司使用之資訊皆係以合法及正當之方式蒐集或取得之，未洩漏或侵害任何第三人之著作權、專利權、營業祕密及其他智財權。
(7) Should the Company or you be sued by a third party as a result of your violation of this Clause 6, you shall be held fully responsible for the indemnity (including but not limited to the attorney’s fees at home and abroad and the damages claimed by the IP owners at home and abroad).
如本公司或 台端因 台端違反本第6條而被第三人控告， 台端應負完全賠償責任，包括（但不限於）國內外律師費及國內外智財權權利人所主張之損害賠償。
6. Non-Solicitation
禁止招攬
(1) You shall not during the continuance of your appointment and for a period of two (2) years after the termination of your appointment, directly or indirectly solicit or endeavor to entice away from or discourage from being employed by the Company any of its employees who are employed by the Company and with whom you had contact during your employment with the Company.
在 台端繼續受委任於本公司期間及與本公司終止委任關係後兩年內， 台端不得直接或間接招攬 台端在受委任於本公司期間接觸到的公司員工，或極力慫恿其離開本公司僱傭或勸阻其不受本公司僱傭。
(2) You shall not for a period of two (2) years after the termination of your appointment and whether on your own account or for any other person, firm or company directly or indirectly in connection with any business similar to or in competition with the business of the Company solicit or endeavor to entice away from the Company any person, firm or company:
在 台端之委任終止後兩年內，不得為自己或為直接、間接從事本公司類似業務或與本公司業務構成競爭的任何其他人、企業或公司，誘使符合以下描述的任何人、企業或公司離開本公司：
A. who or which during the two (2) years prior to the end of your appointment shall have been a client of or in the habit of dealing with the Company; and
在 台端之委任結束前之兩年內是本公司之客戶或經常與本公司往來者；及
B. with whom or which you had personal dealings in the course of your appointment during the Two (2) years prior to the end of your appointment.
在 台端之委任結束前之兩年內， 台端在委任過程中曾與其有個人往來者。
7. ConfidentialityDuty
保密義務
(1) The definition of Confidential Information:
機密資訊之定義：
The term Confidential Information in this Agreement means any or all of the following materials provided or disclosed, collected, summarized, integrated, studied, developed or obtained by the Company, or being disclosed under the authorization of the third party, which should be continuously kept confidential according to the law or to this Agreement or by the intention of the Company or disclosing party (“Confidential Information”). The aforesaid Confidential Information shall not be limited to commercial interests and can be produced in any form including in written or oral notices, various information mediums, or any other means, the scope of which shall include but is not limited to: (1) all information related to internal control systems, operating plans; (2) all financial statements, business, records and projections, or information in connection with procurement plans, marketing plans and methods, cost calculations; (3) all the Company's and Affiliates' material information, contracts, personnel and salary information, financial information, undisclosed creations, confidential information disclosed by third parties, and/or any information obtained by the Company or its Affiliates resulting from contracts and from the law; and (4) other information for which, the wording of secret or confidential or some similar words has been indicated, expressed or stated, or that you should reasonably understand to be confidential or proprietary to the Company or its Affiliates; or any customer, client, supplier or their prospects, or other company that does business with the Company or its Affiliates.
本契約之機密資訊一詞係指以下由本公司提供或揭露、蒐集、概要整理、結合、研究、發展或取得、或經第三人授權而揭露之任何資料，且該資料按法律規定或本契約條款或本公司或揭露方之意願應繼續維持其機密（下稱「機密資訊」）。前述機密資訊不限於商業之利益，得以任何形式製作，包括書面或口頭通知、各類資訊媒體或其他任何方式，範圍包括（但不限於）：(1) 所有與內部控制制度、營運計劃相關之資訊；(2) 所有財務報表、營業、紀錄與預測，或與採購計畫、行銷計畫與方法、成本計算相關之資訊；(3) 所有本公司及其關係企業之重大資訊、合約、人事與薪資資料、財務資料、未公開創作、由第三人揭露之機密資訊及（或）由本公司因契約或按法律規定取得之任何資訊；與 (4) 任何指示、表示或聲明為秘密或機密或其他類似字樣之其他資訊，或 台端應可合理瞭解係本公司或其關係企業、或與前二者有業務往來之任何現在或潛在顧客、客戶、供應商或其他公司，之機密或專有資訊。
(2) Confidentiality Duty:
保密義務：
A. You shall be obliged to keep secret the Confidential Information referred to in this Agreement, and shall make your best efforts to keep Confidential Information obtained during the performance of your duties strictly confidential. Except for the information that you obtain during the course of carrying out normal or specified duties authorized by the Company, you shall not be allowed to detect, employ, misuse or, in an inappropriate manner investigate, obtain or use the Confidential Information referred to in this Agreement.
台端就本契約所述之機密資訊負有保密義務，並應盡全力維護該等於 台端履行職務期間取得之機密資訊之嚴格機密。除 台端因執行一般業務或經本公司特別授權業務而取得資訊外， 台端不得探查、使用、濫用或以不當方法調查、取得或使用本契約所述之機密資訊。
B. Regarding the Confidential Information being learned, held or received by you during work or outside work, you shall not, without the express written consent of the Company in advance, either arbitrarily make photocopies, send e-mails, duplicate disks or other magnetic documents, take photos, record the sound or image, or use any other method to record, document or distribute the said Confidential Information. If you need to copy, duplicate or make any kind of record of the aforementioned items, you shall take the initiative to inform the Company and shall destroy any spare copies or return the documents to the Company according to the Company’s instructions upon termination of the appointment.
有關 台端因工作或工作以外所知悉或持有或收受之機密資訊，如未取得本公司事前明示書面同意， 台端不得任意影印、寄送電子郵件、複製磁片或其他磁性文件、拍照、記錄聲音或影像、或以任何其他方法記錄、記載或發送前述機密資訊。如 台端需執行前述影印、複製或任何型式之記錄時，應主動告知本公司，並應於委任終止時按本公司指示銷毀多餘複本或繳回本公司。
C. You shall not divulge Confidential Information or deliver documents, disks or other magnetic or digital records, audio tapes, VCR tapes or use any other direct or indirect method to convey information to any persons who have no right to access such Confidential Information in so far as the work is concerned. Such persons shall include but are not limited to employees of the Company, collaborators, competitors, potential competitors, clients, or potential clients.
台端不得洩露機密資訊，亦不得交付文件、磁片或其他磁性或數位紀錄、錄音帶、錄影帶或以任何其他直接或間接方法交給工作上無權接觸或取得該等機密資訊之人員，此等人員包括（但不限於）本公司員工、合作對象、競爭者、潛在競爭者、客戶或潛在客戶。
D. You shall not use or divulge the Confidential Information referred in this Agreement for the sake of yourself, or for the interest of the third party, or for the purpose of damaging the Company, or for damaging the secrecy of such Confidential Information. You shall protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information.
台端不得為自身目的或為第三人利益、或為損害本公司或本契約所指機密資訊之秘密性而使用或洩露此等機密資訊。 台端應保護機密資訊之秘密性並應避免揭露或未經授權而使用機密資訊。
E. You shall not engage in illegal or personal activities by making use of Company’s network and computer resources, and are prohibited from installing any software program without the Company’s consent. When making use of computers and network resources owned by Company, you shall act in compliance with the Company’s work rules, policy, and other regulations. You agree that the Company may, from time to time, check your uses of the Company’s network and computer resources, and may prepare a backup of the computer data.
台端不得使用本公司網路或電腦資源從事違法或個人活動，且未取得本公司同意前禁止安裝任何軟體程式。 台端在使用本公司所有之電腦和網路資源時，應遵守本公司之工作規則、政策及其他規定。 台端同意，本公司得隨時檢查 台端對本公司網路與電腦資源之使用，並得製作電腦資料之備份。
F. Confidential Information, in whatever form, that comes into your possession during the course of your appointment, shall be deemed to be and remain the property of the Company. Upon the termination of your appointment, you shall complete the handover procedures according to the Company’s requirements and shall promptly return to the Company all documents and other tangible items containing or representing the Confidential Information that has been disclosed by the Company, including but not limited to all original documents, copies of original documents, disks, other magnetic or digital records, excerpts or records in your possession that were either acquired by you or produced by you during your appointment. In the meantime, you shall provide a written statement declaring that you have returned all the aforesaid items and information, and that no further items are in your possession. In the event of any Confidential Information or items being omitted and therefore not returned, you shall return it (them) within 48 hours of such an omission being discovered.
台端於委任期間持有任何形式之機密資訊均應視為並維持屬於本公司財產。於 台端的委任關係終止時，應按本公司要求完成移交程序，並應立即向本公司歸還原由本公司揭露之內含或代表機密資訊之文件及其他有形資料，包括（但不限於）由 台端於委任期間取得或製作之正本、副本、磁片、其他磁性或數位紀錄、摘要或紀錄。同時， 台端應提供書面聲明表示已歸還全部前述資訊，且 台端不再擁有此等資訊。如遺漏任何機密資訊因而未歸還者， 台端應於發現遺漏後48小時內歸還。
8. Non-Competition
競業禁止
(1) Non-Competition during the appointment:
委任期間內之競業禁止：
You agree that during the period of appointment, you shall not, directly or indirectly, contact, solicit, provide service to, engage in, work in part-time manner for, or participate in the same or similar business, projects or activities. You also agree not to engage in profit-making activities by making use of the Company’s equipment and facilities, or doing the same during working hours.
台端同意，於委任期間內，不以直接或間接方式聯絡、招徠、提供勞務、從事、兼職於或參與與本公司性質相同或類似之事業、專案或活動。 台端並同意，不會利用本公司之設備及設施從事營利活動，也不會在工作時間內進行該等活動。
(2) Non-Competition after the appointment:
委任期間結束後之競業禁止：
You agree to comply with the “Non-Competition after the appointment” clauses as below (“Non-Competition Covenant”)
台端同意遵守以下之「委任期間結束後之競業禁止」條款（下稱「競業禁止約款」）。
A. In the territory of Taiwan and [other jurisdictions], within [24 ] months after terminating the appointment relationship (hereinafter referred to as the “Non-Competition Period”), you shall not work in, engage in, associate with, or support any person (such as a company, individual or institutional organization) that is in competition with or may form or become a competitor to the Company or its affiliates ("Affiliates"), nor shall you engage or participate in the same or similar projects.
於臺灣及[其他法域]境內，與本公司之委任關係結束後[24 ]月內（下稱「競業禁止期間」）， 台端不得任職於、參與或支援任何目前或可能與本公司或其關係企業（下稱「關係企業」）為競爭對手之人（包括公司、個人或機構）或與該人建立關係， 台端亦不得進行或參與相同或類似性質之專案計畫。
B. The Company shall pay you an indemnity at the standard of [ at least 50% ]% of your final Basic Monthly Salary per month in arrears during the Non-Competition Period as compensation for your compliance.
本公司應在競業禁止期間每月向 台端給付 台端最終基本月薪[ 最低50]%之金額，作為 台端遵守競業禁止約款之補償金（後付）。
C. During the Non-Competition Period, you shall inform the Company of any offer which may be of a competitive nature but you may accept.
在競業禁止期間， 台端應通知本公司任何可能具有競爭性質且 台端可能接受之工作要約。
D. During the Non-Competition Period, you shall inform your new principal or employer of the present Non-Competition Covenant prior to entering into any commitment.
於競業禁止期間， 台端應於訂立任何承諾前告知新委任人或雇主此競業禁止約款。
E. The Company expressly reserves the right to waive the benefit of this Non-Competition Covenant at any time, particularly in the event where the Company’s interest in your obligation ceases to be present, by stopping paying the financial compensation stipulated above.
本公司明示保留有權隨時停止給付前述補償金，以放棄本競業禁止約款之利益，尤其當 台端所應履行之義務對本公司而言已無利益時。
F. You agree that, upon termination of the Agreement and if this Non-Competition Covenant is still in force, this special provision will be included in the work certificate that will be given to you.
台端同意，若本契約終止而本競業禁止約款仍有效，本公司向 台端提供之服務證明中將記載本競業禁止約款。
9. Indemnification
賠償
You agree to indemnify and hold the Company harmless from any and all losses and liability (including attorney’s fees) which may arise out of or as a result of any unauthorized act by you or any act caused by you in contravention of the applicable laws or regulations, this Agreement, the Company’s policy, or other regulations.
台端同意賠償本公司因 台端任何未授權行為或因 台端引起任何違反法令、本契約、本公司之政策或其他規定之行為所生或因而造成之全部損失與責任。
10. Entire Agreement and Modification
完整協議與修訂
The Company’s policy, and other regulations, all of which can be amended by the Company from time to time, constitute a part of this Agreement. This Agreement supersedes and terminates all prior agreements between the parties relating to the subject matter herein addressed and constitutes the entire and complete understanding of the parties in relation to the appointment. Any modification or amendment to this Agreement will not be valid unless made in writing and signed by both you and the Company. Notwithstanding the foregoing, if the Company modifies or amends its policy and other regulations, such modifications or amendments will be valid upon written notice to you, and will not require you to sign such modifications or amendments.
本公司之相關政策及其他規定（皆得由本公司不定時修改）構成本契約之一部分。本契約取代並終止雙方有關本契約所載標的事項之所有先前協議，並構成雙方間有關委任之完整理解。本契約任何變更或修訂均須以書面為之並經 台端與本公司簽字，否則不生效力。然而，若本公司修訂之相關政策及其他規定，該等修訂將於書面通知 台端時生效，且不需 台端簽署該等修訂。
11. Governing Law and Jurisdiction
準據法與管轄法院
(1) The execution, interpretation and enforcement of this Agreement and the respective rights and obligations of the parties shall be governed and construed in accordance with the laws of Taiwan.
本契約之簽署、解釋與執行和雙方各自之權利與義務，均應以台灣法律為準據法，並以其為解釋依據。
(2) Both parties shall submit to the jurisdiction of the Taiwan Hsinchu District Court in the event of a dispute relating to this Agreement.
因本契約而生任何爭議時，雙方同意由台灣新竹地方法院管轄。
12. Severability
可分割性
If any of the terms of this Agreement are declared illegal or unenforceable by any court of competent jurisdiction, such term or terms shall be deemed null and void and shall be considered deleted from this Agreement. All the remaining terms shall remain in full force and effect.
如本契約任何條款經任何具司法管轄權法院宣告非法或無法執行時，該等條款應視為無效，並應視為自本契約刪除。其餘全部條款均應維持完整效力。
13. Supersedes Previous Agreements
取代舊約
This Agreement supersedes and replaces all previous oral or written agreements, memoranda, correspondence or other communications between the parties hereto relating to the subject matter hereof.
本契約取代雙方此前就本協議標的事項達成的所有口頭或書面協議、備忘錄、通信或其他通信。
14. Language
語言
This Agreement is made in both English and Chinese. Should there be any discrepancies in the English and Chinese versions, the English version shall prevail.
本契約採英文中文對照方式作成。如英文版本與中文版本有任何歧異時，應以英文版本為準。
AINOS INC. TAIWAN BRANCH (USA)
美商艾諾斯生技股份有限公司
Signed
簽名：____________________
Legal Representative
法定代理人：
Date
日期：March 17 2022
******************************
Signed
簽名: ________________
Chih-Heng Jack Lu
呂志亨
National ID Number
國民身分證統一編號: _______________
Date
日期: March 17 2022
Schedule 1: Vesting Terms and Schedule
附件1: 既得條件與時間表
Participant: [ Chih-Heng Jack Lu ]
姓名： [ 呂志亨 ]
1. Total Number of Awarded Restricted Stock Units (Awarded RSU): [ 1,000,000 ] units
Awarded RSU總數：[ 1,000,000 ] 單位
2. Grant Date: [ immediately upon the Effective Date of 2021 Stock Incentive Plan]
授予日： [ 2021年度股權激勵辦法生效日當日 ]
3. Issuance of Shares: Company will do its best effort to issue common shares within 30 days commencing from the end of each vesting schedule.
發行股票: 公司將盡最大努力在每次既得(vesting)到期日30天內發行普通股給您。
4. Vesting Schedule:
既得時間表：
1. Vesting: [100]% of Awarded RSU, vesting date: [ September 30, 2022]
既得日：[100]% Awarded RSU 總數，既得日：[ 2022年9月30日 ]
5. Other Conditions
其他條件
1. Restriction to Sell Shares: [ within 6 months commencing from Grant Date ]
禁止賣股：[授予日起算6個月內]
2. Continued Employment: [ you agree to remain employed by the Company for one year from the effective date of this Agreement]
持續聘僱：[台端同意為本公司服務一年，從本契約生效日起算。]