Exhibit 4.10 March 20, 2006Mr. Xin YeAddress:Dear Xin Ye: This letter will confirm our mutual understanding regarding your separationfrom employment with Linktone, Ltd. (“LINKTONE”) and referred to collectivelywith each of Linktone’s subsidiaries and affiliates, the “COMPANY”). This letterconstitutes the separation agreement (the “AGREEMENT”) which the Company isoffering you. 1. SEPARATION. Your last day of work at Linktone was February 28, 2006(“SEPARATION DATE”), and your employment with Linktone was terminated onFebruary 28, 2006. As of the Separation Date, you will not report to work atLinktone’s offices, and except for the Company’s obligations under thisAgreement, all benefits, compensation or perquisites of employment will cease(including but not limited to payment for any internet access, monthly cellphone and “blackberry” charges). 2. SEVERANCE PAYMENT. According to the terms of the Employment Agreementbetween you and Linktone dated October 1, 2004 (the “EMPLOYMENT AGREEMENT”),Linktone will pay you a severance pay of RMB yuan 610049.71 (tax unpaid). TheCompany may offset or withhold or collect from you an amount sufficient tosatisfy the Company’s withholding obligations as employer under applicable laws.For a period of six month after the Separation Date, the Company will reimburseeach individual member of your family insurance premiums in the amount of up toUSD2500. All imbursement will be paid subject to your delivery of actual expensereceipts/invoices. 3. RETURN OF COMPANY PROPERTY. To the extent that you have not already doneso, you agree to immediately return to the Company all Company documents (andall copies thereof) and other Company property which you have had in yourpossession or control at any time, including, but not limited to, your laptopcomputer and blackberry provided by the Company, the Company’s files, notes,drawings, records, business plans and forecasts, financial information,specifications, computer-recorded information, tangible property, credit cards,entry cards, identification badges and keys, and any materials of any kind whichcontain or embody any proprietary or confidential information of the Company(and all reproductions thereof). 4. CONFIDENTIALITY. You understand that your employment by the Companycreates a relationship of confidence and trust with respect to any informationof a confidential or secret nature that may be disclosed to you by the Companythat relates to the business of the Company or to the business of any parent,subsidiary, affiliate, customer or supplier of the Company or any other partywith whom the Company agrees to hold information of such party in confidence(the “PROPRIETARY INFORMATION”). At all time, both during your employment andafter its termination, you shall keep and hold all such Proprietary Informationin strict confidence and trust. Upon 1 Exhibit 4.10termination of your employment with the Company, you will promptly deliver tothe Company all documents and materials of any nature pertaining to your workwith the Company. You shall not take with you any documents or materials orcopies thereof containing any Proprietary Information. 5. NON-COMPETITION. You acknowledges that the Company’s relationships withits customers, clients, vendors, employees and other entities are valuablebusiness assets, and that there is a substantial likelihood that if you directlycompete with the Company, it would result in the unauthorized use or disclosureof Proprietary Information or interfere with the Company’s relationship with itscustomers, clients, vendors, employees and other entities, which use ordisclosure of Proprietary Information would be extremely difficult to detect orprove. Therefore, and in consideration for your employment with the Company, youagrees that during the period of your employment with the Company and for aperiod of 1 year after termination of your employment with Company, you shallnot, directly of indirectly engage or participate in the development, marketingor distribution of wireless media, entertainment and communication services inChina in three major categories: personalized media, games and entertainment,and information and communication. 6. NON-SOLICITATION. You acknowledge that because of your position in theCompany, you will have access to the Company’s Proprietary Information and tradesecrets. You agree that during your employment with the Company and for a periodof 2years after termination of your employment with the Company, you shall notdirectly or indirectly, (i) divert or attempt to divert from the Company (or anyAffiliate ) any business of any kind, including without limitation thesolicitation of or interference with any of its customers, clients, members,business partners or suppliers or (ii) solicit, induce, recruit or encourage anyperson employed by the Company to terminate his or her employment. 7. RELEASE AND WAIVER OF CLAIMS. You hereby release, acquit and foreverdischarge the Company, its predecessors, successors, or past or presentsubsidiaries or affiliated entities, officers, directors, agents, employees andassigns (collectively the “RELEASEES”) of and from any and all claims,liabilities, demands, causes of action, costs, expenses, attorneys’ fees,damages, indemnities and obligations of every kind and nature, in law, equity,or otherwise, known and unknown, suspected and unsuspected, disclosed andundisclosed, arising out of or in any way related to agreements, events, acts orconduct at any time prior to and including the date you sign this Agreement,including but not limited to: all such claims and demands directly or indirectlyarising out of or connected with your employment with Linktone or thetermination of your employment; claims of wrongful discharge, constructivedischarge, emotional distress, defamation, invasion of privacy, fraud, breach ofcontract, breach of the covenant of good faith and fair dealing, any claims ofdiscrimination or harassment based on sex, age, race, national origin,disability or on any other basis and all common law claims and all other lawsand regulations relating to employment. 8. NON-DISPARAGEMENT. You agree not to, either by yourself or indirectlythrough others, disparage, defame, otherwise speak negatively about the Companyor any of the Releasees in any manner, or take or cause to be taken any otheraction that is, likely to be harmful to them or their business, businessreputation or personal reputation, provided that you 2 Exhibit 4.10shall respond accurately and fully to any question, inquiry or request forinformation when instructed by the Company or otherwise required by legalprocess. 9. CONTINUING OBLIGATIONS. From the date hereof, you shall remain bound bythe terms of that certain Proprietary Rights and information Agreement betweenyou and Linktone dated October 1, 2004 attached hereto as Exhibit A (the”PROPRIETARY RIGHTS AND INFORMATION AGREEMENT “), which shall be considered apart of this Agreement. You shall also be bound by the provisions of theTermination Certification that you signed on October 1,2004, which is attachedhereto as Exhibit B. You hereby acknowledge and agree that any violation by youof any term of this Agreement shall constitute grounds for the Company to deem atermination for “Cause,” as defined in the Employment Agreement between you andLinktone dated October 1, 2004 and for purposes of the Stock OptionAgreements(the “STOCK OPTION AGREEMENTS”), to have occurred, and in such caseyou should immediately lose all rights to exercise any options granted to youunder the Stock Option Agreements. You also acknowledge and agree that thedamages which may be incurred by Linktone as a consequence of any violation byyou of any terms of this Agreement are disastrous and difficult to be accuratelymeasured; thus both Linktone and you agree that a damage payment of RMB yuan500,000 from you to Linktone shall constitute a reasonable estimate of minimaldamages incurred by Linktone as a consequence of any violation by you of anyterms of this Agreement. 10. TAXES. No shares will be delivered to you or your broker pursuant tothe exercise of your options under the Stock Option Agreements and theapplicable stock option plans until the Company has received confirmation thatyou or your broker has made arrangements acceptable to the Administrator (asdefined in the Company’s applicable option plans) for the satisfaction ofapplicable income tax and employment tax withholding obligations. Upon theexercise of your option, the Company may offset or withhold or collect from youan amount sufficient to satisfy the Company’s withholding obligations asemployer under applicable laws. 11. INDEMNIFICATION. You hereby agree to indemnify the Company against anyand all losses, liabilities, damages, suits, obligations, judgments orsettlements or any kind (including, without limitation, all reasonable legalcosts, costs of recovery and other expenses incurred by the Company) resultingfrom any claim of income tax liability by any court, tribunal, arbitrator,authority, agency, commission, official or other instrumentality of the People’sRepublic of China (including those resulting from cancellation or reclamation oftax benefits of any kind relating to the Company) arising from the grant,issuance, vesting, exercise or sale of stock options held by you under the StockOption Agreements. 12. MISCELLANEOUS. The parties agree that, except for the definition of”Cause” therein and Article 5 thereof and the Proprietary Rights and informationAgreement which is attached hereto and make a part hereof, the EmploymentAgreement is terminated and except for their obligations under this Agreement,neither party has or will have any obligation to perform services or makepayment to the other. 13. NO ADMISSION OF LIABILITY. It is understood and agreed that thisAgreement is being entered into by the Company solely for the purpose ofavoiding further expense and inconvenience, that this is a compromise settlementof disputed claims, and that this Agreement 3 Exhibit 4.10shall not be construed at any time or for any purpose as an admission ofliability by the Company. The liability for any and all claims is expresslydenied by the Company. 14. EFFECTIVE DATE. This Agreement shall be effective as of the SeparationDate. Nothing in this Agreement is intended to or may be construed to modify,impair or terminate any of your obligations under any non-solicitation,confidentiality, non-competition or intellectual property agreements between youand the Company. 15. WAIVER. No provision of this Agreement may be waived except by awritten instrument, expressly referring to this Agreement, setting forth theparties’ mutual intent to waive a specified provision hereof, and duly executedby each of the parties to this Agreement, and no waiver of any one provision ofthis Agreement shall be deemed to be a waiver of any other provision. 16. AMENDMENT. No provision of this Agreement may be amended or modifiedexcept by a written instrument, expressly referring to this Agreement, settingforth the parties mutual intent to amend or modify a specified provision hereof,and duly executed by each of the parties to this Agreement. 17. CHOICE OF LAW. The validity, interpretation, construction andperformance of this Agreement shall be governed by the laws of the State of NewYork as a contract entered into and performed entirely within the State of NewYork (other than its choice-of-law provisions). 18. SUBMISSION TO JURISDICTION. Any controversy involving the constructionor application of any terms, covenants or conditions of this Agreement, or anyclaims arising out of any alleged breach of this Agreement shall be settled bythe courts in New York in the County of New York or, at the Company’sdiscretion, the Hong Kong courts, and/or a court or courts in China. You herebyirrevocably submit to the jurisdiction of the courts of the State of New York,or if appropriate, a federal court located in New York or if so designated bythe Company, a court in Hong Kong and/or China (which courts, for purposes ofthis Agreement, are the only courts of competent jurisdiction), over any suit,action or other proceeding arising out of, under, or in connection with thisAgreement or its subject matter. THE PARTIES ALSO EXPRESSLY WAIVE ANY RIGHT THEYHAVE OR MAY HAVE TO A JURY TRIAL OF ANY SUCH SUIT, ACTION OR PROCEEDING. 19. COSTS AND ATTORNEYS’ FEES. If any litigation, action, suit, proceeding,arbitration or claim before any court, arbitrator or governmental authority, orany investigation by any governmental authority (“ACTION”) is instituted toremedy, prevent or obtain relief from a default in the performance by any partyto this Agreement of its obligations under this Agreement, the prevailing partyshall recover its attorneys’ fees incurred in each and every such Action,including, without limitation, any and all appeals or petitions therefrom. 20. ASSIGNMENT AND SUCCESSORS. Neither party shall assign any right ordelegate any obligation hereunder except that the Company may assign thisAgreement in connection with a business combination (whether by merger, sale ofassets or otherwise) with another entity. This Agreement shall be binding uponand inure to the benefit of the Company, and its successors, and you, yourheirs, executors, administrators and legal representatives. 4 Exhibit 4.10 21. SEVERABILITY. The invalidity or unenforceability of any provision ofthis Agreement shall not affect the validity or enforceability of any otherprovision hereof, which shall remain in full force and effect. 22. COUNTERPARTS. This Agreement may be executed in two counterparts, eachof which shall constitute an original, but both of which taken together shallconstitute one and the same instrument. Execution of a facsimile copy shall havethe same force and effect as execution of an original, and a facsimile signatureshall be deemed an original and valid signature. 23. REVIEW. The parties agree they have read and understand this Agreement,and that they affix their signatures hereto voluntarily and without coercion.You further acknowledge that you have had the opportunity to be represented byan attorney of your own choosing concerning the waivers contained herein and theterms of this Agreement, and that the waivers you have made and the terms youhave agreed to herein are knowing, conscious and with full appreciation that youare forever foreclosed from pursuing any of the claims so waived. If this Agreement is acceptable to you, please sign on the line providedbelow and return the original by hand delivery or via overnight mail to myattention in a confidential envelope by March 25, 2006. Very Truly Yours, Linktone Ltd. By: /s/ Colin Sung ————————————– Colin Sung Acting Chief Executive Officer CFO I have read and understand the Agreement above and agree to be bound by itsterms and conditions. Xin Ye /s/ Xin Ye ———————————- Signature March 20, 2006 5 Exhibit 4.10 EXHIBIT A PROPRIETARY RIGHTS AND INFORMATION AGREEMENT SEE ATTACHED 6 Exhibit 4.10 EXHIBIT B TERMINATION CERTIFICATION SEE ATTACHED. 7