EMPLOYMENT AGREEMENT





        THIS EMPLOYMENT AGREEMENT (the "Agreement") is entered into this 1st day

of July, 2001 (the "Effective Date"), by and between Yinzi Cai ("Employee") and

NextCard, Inc., a Delaware corporation (the "Company").



        THE PARTIES HERETO AGREE AS FOLLOWS:



        1.     Employment and Duties. The Company agrees to employ Employee as

its President and Chief Operating Officer and Employee agrees to serve the

Company in such capacity, with the authority and responsibilities customarily

accorded a president and chief operating officer in an organization that also

has a chief executive officer to whom the president and chief operating officer

reports, in managing the following key functions of the Company's consumer

unsecured and secured credit card business groups: customer acquisition,

customer loyalty programs, consumer credit, technology and operations. Employee

shall loyally and conscientiously perform such services and duties as are

customarily incident to such employment. Employee agrees to devote substantially

all of her normal business time and efforts to the performance of her duties

under this Agreement (which will include making herself available to serve on

the Boards of Directors of direct and indirect subsidiaries of the Company, if

so selected to serve, and also to serve as an officer of direct and indirect

subsidiaries of the Company), provided that the devotion of time to personal

investments or other personal matters will not be deemed a breach of this

Agreement if it does not substantially interfere with the performance of

Employee's duties hereunder. Employee shall duly and faithfully perform and

observe any and all rules and regulations which the Company (including its

direct and indirect subsidiaries as relevant) has established governing the

conduct of its business or its employees. Employee shall report to the chief

executive officer of the Company.



        2.     Certain Definitions. For the purposes hereof:



               a.     "Breakeven Date" will mean the end of the first calendar

month immediately following the first calendar quarter in which the Company (on

a consolidated basis) achieves positive Net Income (i.e. net income after tax as

reflected in the Company's published financial statements prepared in accordance

with generally accepted accounting principles as applied in the Company's

audited financial statements). In the event of any dispute concerning the

computation of Net Income, the determinations of the Company's auditors will be

final and conclusive.



               b.     "Cause" will mean (i) Employee has intentionally engaged

in competition with the Company (and/or its direct and indirect subsidiaries),

committed an act of embezzlement, fraud or theft with respect to the property of

the Company (and/or its direct and indirect subsidiaries), deliberately

disregarded the rules of the Company





                                      -1-

<PAGE>



Exhibit 10.49





(and/or its direct and indirect subsidiaries) or acted in a grossly negligent

manner with respect to the business or affairs of the Company (and/or its direct

and indirect subsidiaries), (ii) Employee has repeatedly abused alcohol or drugs

on the job or in a manner affecting her job performance, (iii) Employee has been

charged with commission of a felony offense; or (iv) Employee remains in

material willful breach of a material provision of this Agreement (or any other

agreement between Employee and the Company (and/or its direct and indirect

subsidiaries)) or of any fiduciary duty to the Company for fourteen (14) days

after receiving notice of such breach from the Company.



               c.     "Disability" shall mean a physical or mental condition,

verified by a physician mutually designated by the Company and Employee, which

has prevented or likely will prevent Employee from carrying out one or more of

the material aspects of her assigned duties for at least one hundred eighty

(180) consecutive days.



               d.     "Good Reason" will mean: (i) a materially adverse change

in Employee's authority or responsibilities with the Company but excluding a

change in authority and responsibilities resulting from a decision by the Board

of Directors that the Company's secured credit card business group has grown to

such a size, complexity or importance that it is appropriate that the secured

credit card business group report to a person other than Employee; (ii) a

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC