Exhibit 10.2
NOTICE OF GRANT OF NON-QUALIFIED
STOCK OPTION AWARD
CHINA ARCHITECTURAL ENGINEERING,
INC.
2009 OMNIBUS INCENTIVE
PLAN
FOR GOOD AND VALUABLE CONSIDERATION, China
Architectural Engineering, Inc. (the “Company”) hereby
grants, pursuant to the provisions of the Company’s 2009
Omnibus Incentive Plan (the “Plan”), to the Participant
designated in this Notice of Grant of Non-Qualified Stock Option
Award (the “Notice”) an option to purchase the number
of shares of the common stock of the Company set forth in the
Notice (the “Shares”), subject to certain restrictions
as outlined below in this Notice and the additional provisions set
forth in the attached Terms and Conditions of Stock Option Award
(collectively, the “Agreement”). Also
enclosed is a copy of the information statement describing
important provisions of the Plan.
Date of
Grant : October
5, 2009
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Type of
Option : Non-Qualified Stock
Option
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Exercise
Price per Share : $1.56
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Expiration
Date : October
4, 2014
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Total
Exercise Price : $156,000
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Vesting Schedule :
The Options shall vest at the rate of 10,000 shares per month, with
the first vesting of 10,000 options to occur on November
27, 2009, and with the last vesting of 10,000
options ending upon the total vested being 100,000.
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Exercise
After Termination of Service :
Termination
of Service for any reason : any non-vested portion of the Option expires
immediately;
Termination
of Service due to death or Disability : vested portion of the Option is exercisable by
the Optionee (or, in the event of the Optionee’s death, the
Optionee’s Beneficiary) for one year after the
Optionee’s Termination;
Termination
of Service for any reason other than death or Disability
: vested portion of the Option is
exercisable for a period of ninety (90) days following the
Optionee’s Termination; provided, however, that all Options,
whether vested or unvested, shall terminate immediate for
termination for Cause, as defined in the Optionee’s
employment agreement.
In no event
may this Option be exercised after the Expiration Date as provided
above .
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By signing
below, the Optionee agrees that this Non-Qualified Stock Option
Award is granted under and governed by the terms and conditions of
the Company’s 2009 Omnibus Incentive Plan and the attached
Terms and Conditions.
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Participant
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China
Architectural Engineering, Inc.
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By:
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/s/ Luo Ken
Yi
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Title:
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Luo Ken Yi,
CEO
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Date:
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October 5,
2009
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Date:
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October 5,
2009
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TERMS AND CONDITIONS OF STOCK
OPTION AWARD
1.
Grant of Option . The Option granted to the
Optionee and described in the Notice of Grant is subject to the
terms and conditions of the Plan, which is incorporated by
reference in its entirety into these Terms and Conditions of Stock
Option Award.
The Board of Directors of the Company has
authorized and approved the 2009 Omnibus Incentive Plan (the
“Plan”), which has been approved by the stockholders of
the Company. The Committee has approved an award to the
Optionee of a number of shares of the Company’s common stock,
conditioned upon the Participant’s acceptance of the
provisions set forth in the Notice and these Terms and Conditions
within 60 days after the Notice and these Terms and Conditions are
presented to the Optionee for review. For purposes of
the Notice and these Terms and Conditions, any reference to the
Company shall include a reference to any Affiliate.
If designated in the Notice of Grant as an
Incentive Stock Option (“ISO”), this Option is intended
to qualify as an Incentive Stock Option as defined in Section 422
of the Code. Nevertheless, to the extent that the Option
fails to meet the requirements of an ISO under Section 422 of the
Code, this Option shall be treated as a Non-Qualified Stock Option
(“NSO”).
The Company intends that this Option not be
considered to provide for the deferral of compensation under
Section 409A of the Code and that this Agreement shall be so
administered and construed. Further, the Company may
modify the Plan and this Award to the extent necessary to fulfill
this intent.
2.
Exercise of Option .
(a)
Right to Exercise . This Option shall be
exercisable, in whole or in part, during its term in accordance
with the Vesting Schedule set out in the Notice of Grant and with
the applicable provisions of the Plan and this Option
Agreement. No Shares shall be issued pursuant to the
exercise of an Option unless the issuance and exercise comply with
applicable laws. Assuming such compliance, for income
tax purposes the Shares shall be considered transferred to the
Optionee on the date on which the Option is exercised with respect
to such Shares. The Committee may, in its discretion,
(i) accelerate vesting of the Option, or (ii) extend the applicable
exercise period to the extent permitted under Section 6.03 of the
Plan.
(b)
Method of Exercise . The Optionee may exercise
the Option by delivering an exercise notice in a f
