Employment and Confidentiality Agreement (2003)Full Document 

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This Employment and Confidentiality Agreement (the "AGREEMENT") is made as of
this first day of September 2003 ("Effective Date") by and between Ctrip.com
International, Ltd. (the "COMPANY") and Min Fan (the "EMPLOYEE").

(The Company and the Employee are hereinafter referred to individually as a
"Party" and collectively as the "Parties".)

WHEREAS, the Company desires to engage the services of Employee and the Employee
desires to perform such services upon the terms and conditions set forth below.

NOW, THEREFORE, in consideration of the premises and of the mutual covenants and
agreements hereafter set forth, the Parties agree as follows:


1.1     Subject to the terms and conditions herein, the Company agrees to employ
        Employee and cause its subsidiary Ctrip.com (Hong Kong) Limited ("Ctrip
        Hong Kong") to employ Employee as the Executive Vice President of the
        Company and Ctrip Hong Kong, and Employee agrees to serve the Company
        and Ctrip Hong Kong in such capacity, and/or in such other capacity as
        the Company and the Employee may from time to time agree upon, on the
        terms set out in this Agreement ("Appointment").


2.1     The Employee shall be responsible for day-to-day management and
        business operations of the Company and Ctrip Hong Kong in accordance
        with this Agreement, the Memorandum and Articles of Association of the
        Company (the "Articles of Association"), and the guidelines, policies
        and procedures of the Company approved from time to time by the Board.

2.2     The Employee shall use his best endeavor to perform Employee's duties
        hereunder and hereby agrees that Employee shall not, without the prior
        written consent of the Board, become an employee of any entity other
        than the Company and shall not be concerned or interested in any other
        business directly competitive with that carried on by the Company,
        provided that nothing in this clause shall preclude the Employee from
        holding or being otherwise interested in any shares or other securities
        of any company any part of those share capital is listed or dealt in on
        any stock exchange or recognized securities market anywhere and the
        Employee should notifies the Company in writing of his interest in such
        shares or securities in a timely manner and with such details and

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