Employment and Confidentiality Agreement (2006)Full Document 

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This Employment and Confidentiality Agreement (the “Agreement”) is made as of this 1st December day of 2005 (“Effective Date”) by and between Ctrip.com International, Ltd. (the “Company”) and Ms. Jie Sun (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 Computer Technology (Shanghai) Limited (“Ctrip Shanghai”) to employ Employee as the Chief Financial Officer of the Company and Ctrip Shanghai, and Employee agrees to serve the Company and Ctrip Shanghai 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 financial management of the Company and Ctrip Shanghai 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 particulars as the Company may reasonably require.





3.1 In consideration for the services rendered by the Employee to the Company and Ctrip Shanghai hereunder, the Company shall cause Ctrip Shanghai to pay to the Employee a salary (the “Salary”) consisting of (i) a fixed component and (ii) a variable component as indicated in Appendix 1.


3.2 Salary shall be deemed to accrue from day to day, with the first monthly installment calculated from the Effective Date and the last monthly installment calculated down to the Expiration Date, or, in the event of early termination, to the date this Agreement is terminated, whichever is earlier.


3.3 The Employee shall be solely responsible for all individual income tax and any other tax whatsoever imposed under applicable law of the jurisdiction of the Company and Ctrip Shanghai, or otherwise on the Salary and any other amounts paid to the Employee by the Company for Employee’s employment.


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