BUSINESS DEVELOPMENT SOLUTIONS, INC. 2009 EQUITY INCENTIVE PLAN STOCK APPRECIATION RIGHTS AGREEMENT

Exhibit 10.3

BUSINESS DEVELOPMENT SOLUTIONS, INC.

2009 EQUITY INCENTIVE PLAN

STOCK APPRECIATION RIGHTS AGREEMENT [PRC RESIDENTS]

     Unless otherwise defined herein, the terms in this Stock Appreciation Rights Agreement (the “ SAR Agreement ”) have the same meanings as defined in the Business Development Solutions, Inc. 2009 Equity Incentive Plan (the “ Plan ”).

I.   NOTICE OF STOCK APPRECIATION RIGHTS (“SARs”) GRANT

    Optionee:

    Address:

     You have been granted SARs with respect to Shares of Common Stock of the Company, subject to the terms and conditions of the Plan and this SAR Agreement, as follows:

     To the extent vested, these SARs will be exercisable for three (3) months after Optionee ceases to be a Service Provider, unless termination is due to Optionee’s death or Disability, in which case these SARs will be exercisable for twelve (12) months after Optionee ceases to be a Service Provider. Notwithstanding the foregoing sentence, in no event may these SARs be exercised after any termination of the Optionee as a Service Provider for Cause or after the Expiration Date as provided above and these SAR may be subject to earlier termination as provided in the Plan.

     “ Cause ” has the meaning ascribed to such term or words of similar import in Optionee’s written employment or service contract with the Company or its Affiliate and, in the absence of such agreement or definition, means Optionee’s (i) conviction of, or plea of nolo contendere to, a felony or any other crime involving moral turpitude; (ii) fraud on or misappropriation of any funds or property of the Company or any of its Affiliates, customer or vendor; (iii) personal dishonesty, incompetence, willful misconduct, willful violation of any law, rule or regulation (other than minor traffic violations or similar offenses), or breach of fiduciary duty which involves personal profit; (iv) willful misconduct in connection with Optionee’s duties or willful failure to perform Optionee’s responsibilities in the best interests of the Company or any of its Affiliates; (v) illegal use or distribution of drugs; (vi) violation of any rule, regulation, procedure or policy of the Company or any of its Affiliates; or (vii) breach of any provision of any employment, non-disclosure, non-competition, non-solicitation or other similar agreement executed by Optionee for the benefit of the Company or any of its Affiliates, all as determined by the board of directors of the Company or its Affiliate (as the case may be), which determination will be conclusive.

     “ Disability ” means a medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, and that either (1) renders an Optionee unable to engage in any substantial gainful activity or (2) results in an Optionee receiving income replacement benefits for a period of not less than three months under an employee accident and health plan covering the Optionee.

II.   AGREEMENT

     1. Grant of SAR . The Administrator grants to the Optionee named in the Notice of SAR Grant in Part I of this SAR Agreement, an SAR with respct to the number of Shares set forth in the Notice of SAR Grant, at the exercise price per Share (the “ Exercise Price ”) set forth in the Notice of SAR Grant, and subject to the terms and conditions of the Plan, which is incorporated herein by reference. In the event of a conflict between the terms and conditions of the Plan and this SAR Agreement, the terms and conditions of the Plan prevail.

        The SARs granted hereunder are not intended to qualify as an incentive stock option within the meaning of Section 422 of the Code.

     2. Exercise of SARs .

          (a) Right to Exercise . These SARs are exercisable during its term in accordance with the Vesting Schedule set out in the Notice of SAR Grant and with the applicable provisions of the Plan and this SAR Agreement.

          (b) Method of Exercise . These SARs are exercisable by delivery of an exercise notice in the form attached as Exhibit A (the “ Exercise Notice ”) or in a manner and pursuant to procedures as the Administrator may determine, which will state the election to exercise the SARs, the number of Shares with respect to which the SARs are being exercised, and other representations and agreements as may be required by the Company. The Optionee may exercise less than the number of vested SARs covered hereby, provided that no partial exercise of the SARs may be for less than 1,000 Shares.

          The SAR will be deemed to be exercised upon receipt by the Company of a fully executed Exercise Notice accompanied by any applicable tax withholding.

          Upon exercising the SAR, the Optionee shall receive from the Company, for each Share subject to the SAR being exercised, an amount equal to the excess of the Fair Market Value of a Share as of the date of such exercise minus the Exercise Price (the “ Appreciation ”). The Company’s obligation arising upon the exercise of this SAR shall be paid in cash or whole Shares, in the Company’s sole discretion. Further, as stated in Section 6 below, in the Company’s sole discretion, any or all applicable tax withholding with respect to the SAR may be paid by reducing the cash or, if permissible under local law, the number of Shares actually issued to the Optionee. Shares withheld to satisfy any obligation for applicable tax withholding shall also be valued at the Fair Market Value on the date of exercise. Any fractional Share due to the Optionee upon exercise shall be rounded down to the nearest whole Share and the Optionee shall receive the balance due to him or her in cash.

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          No Shares will be issued pursuant to the exercise of an SAR unless the issuance and exercise of Shares complies with Applicable Laws. Assuming compliance, for income tax purposes the Appreciation will be considered transferred to the Optionee on the date on which the SAR is exercised with respect to the Shares.

     3. Restrictions on Exercise . These SARs may not be exercised (a) until such time as the Plan has been approved by the stockholders of the Company, or (b) if the method of payment of the Appreciation would constitute a violation of any Applicable Laws. The Company will be relieved of any liability with respect to any delayed payment of Appreciation or its failure to pay the Appreciation if such delay or failure is necessary to comply with Applicable Laws.

     4. Non-Transferability of SARs . These SARs may not be transferred in any manner otherwise than by will or by the laws of descent or distribution or, upon notice to and consent of the Company, to family members (as defined in the Plan), and may be exercised only by Optionee or Designated Beneficiary. The terms of the Plan and this SAR Agreement are binding upon the executors, administrators, heirs, successors and assigns of the Optionee.

     5. Term of SARs . These SARs may be exercised only within the term set out in the Notice of SAR Grant, and may be exercised during the term only in accordance with the Plan and the terms of this SAR Agreement.

     6. No Rights as Stockholder . Unless and until Shares are issued upon exercise of the SARs (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a stockholder exists with respect to the SARs, notwithstanding the exercise of the SARs. No adjustment will be made for a dividend or other right for which the record date is prior to the date of issuance except as provided in the Plan

     7. Tax Obligations .

          (a) Withholding Taxes . Optionee agrees to arrange for the satisfaction of all national, federal, provincial, state and local taxes (including income and employment taxes) required by Applicable Laws to be withheld with respect to the grant, vesting and exercise of the SARs. Optionee acknowledges and agrees that the Company may refuse to honor the exercise and refuse to pay the Appreciation if withholding amounts are not delivered at the time of exercise. In this regard, the Optionee authorizes the Company or his/her actual employer to withhold all applicable tax withholding legally payable by the Optionee from the Optionee’s wages or other cash compensation payable to the Optionee by the Company or his/her employer or from any equivalent cash payment received upon exercise of the SAR. Alternatively, the Company or the employer may permit the Optionee to satisfy such withholding or payment on account obligations, in whole or in part (without limitation) by paying cash. In addition, if permissible under local law, the Company or the employer, in their sole discretion and pursuant to such procedures as they may specify from time to time, may (a) withhold otherwise deliverable Shares having a Fair Market Value equal to the minimum amount required to be withheld, and/or (b) sell or arrange for the sale of a sufficient number of such Shares otherwise deliverable to the Optionee through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld. The Optionee shall pay to the Company or to the employer any amount of tax that the Company or the employer may be required to withhold as a result of the grant, vesting or exercise of the SAR that cannot be satisfied by the means previously described.

          (b) Code Section 409A. Under Section 409A of the Code, an SAR that vests after December 31, 2004 that was granted with a per Share exercise price that is determined by the Internal Revenue Service (the “ IRS ”) to be less than the Fair Market Value of a Share on the Grant Date (a “discount SAR”) may be considered deferred compensation. For an Optionee subject to U.S. income tax, an SAR that is a discount SAR may result in (i) income recognition by the Optionee prior to the exercise of the SAR, (ii) an additional twenty percent (20%) tax, and (iii) potential penalty and interest charges. Optionee acknowledges that the Company cannot and has not guaranteed that the IRS will agree that the per Share Exercise Price of this SAR equals or exceeds Fair Market Value of a Share on the Grant Date in a later examination. Optionee agrees that if the IRS determines that the SAR was granted with a per Share Exercise Price that was less than the Fair Market Value of a Share on the Grant Date, Optionee will be solely responsible for any and all resulting tax consequences.

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     8. No Guarantee of Continued Service . OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SARs PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (OR THE AFFILIATE EMPLOYING OR RETAINING OPTIONEE) AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THESE SARs. OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT THIS SAR AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE