Exhibit
4.02
SINO PAYMENTS,
INC.
2009 STOCK INCENTIVE
PLAN
SAMPLE QUALIFIED
STOCK OPTION GRANT AGREEMENT
This Stock Option
Grant Agreement (the “Agreement”) is entered into on
[INSERT DATE], by and between Sino Payments, Inc., a Nevada
corporation (the “Corporation”), and [INSERT OPTIONEE
NAME] (the “Optionee”), effective as of [INSERT GRANT
DATE] (the “Grant Date”).
In consideration of the
premises, mutual covenants and agreements herein, the Corporation
and the Optionee agree as follows:
1.
Grant of
Option .
The Corporation hereby grants to the Optionee, pursuant to the Sino
Payments, Inc. 2009 Stock Incentive Plan (the “Plan”),
a stock option to purchase from the Corporation, at a price of
$[INSERT PRICE] per share (the “Exercise Price”), up to
[INSERT GRANT AMOUNT] shares of Common Stock of the Corporation,
$0.001 par value, subject to the provisions of this Agreement and
the Plan (the “Options”). The Options shall expire at
5:00 p.m. Eastern Time on the last business day preceding the
[INSERT DATE] anniversary of the Grant Date (the “Expiration
Date”), unless fully exercised or terminated
earlier.
2.
Terminology
. Unless stated
otherwise in this Agreement, capitalized terms in this Agreement
shall have the meaning set forth in the Plan.
3.
Exercise of
Option .
(a)
Vesting
. Subject to the terms
of the Plan with respect to vesting, the Options granted shall vest
in accordance with the schedule attached as Exhibit A [INSERT
VESTING SCHEDULE] to this Agreement, provided that the
Optionee is in the continuous employ of, or in a service
relationship with, the Corporation from the Grant Date through the
applicable date upon which such Options become vested. The extent
to which the Options are vested as of a particular vesting date
shall be rounded down to the nearest whole share. However, vesting
is rounded up to the nearest whole share on the last vesting
date.
(b)
Right to
Exercise .
The Optionee shall have the right to exercise the Options, whether
or not vested, in whole or in part at any time prior to the
Expiration Dare or earlier termination of the Options in accordance
with the Plan and this Agreement; provided, that to the extent, if
any, that the aggregate Fair Market Value of the Common Stock
subject to the Options as of the Grant Date, plus the aggregate
fair market value (determined as of the date of grant) of all other
stock with respect to which incentive stock options granted to the
Optionee prior to the Grant Date under all plans of the Corporation
and its parent and subsidiary corporations first become exercisable
during any calendar year exceeds $100,000 (the “Annual
Limitation”), then except as otherwise provided in this
Agreement the Options shall be exercisable during that year only to
the extent, if any, that their exercisability does not cause the
Annual Limitation to be exceeded. Any Options that are not
exercisable due to the proviso in the preceding sentence shall be
exercisable during the next calendar year, subject again to the
application of that proviso. To the extent not exercised, the
number of shares as to which the Option is exercisable shall
accumulate and remain exercisable, in whole or in part, at any time
after becoming exercisable, but not later than the Expiration Date
or other termination of the Option. In the event of the
Optionee’s termination of employment, the exercisability is
governed by Section 4.
(c)
Exercise
Procedure .
Subject to the conditions set forth in this Agreement, the Option
shall be exercised (to the extent then exercisable) by delivery of
written notice of exercise on any business day to the Corporate
Secretary of the Corporation in such form as the Administrator may
require from time to time. Such notice shall specify the number of
shares in respect to which the Option is being exercised and shall
be accompanied by full payment of the Exercise Price for such
shares in accordance with Section 3(e) of this Agreement. The
exercise shall be effective upon receipt by the Corporate Secretary
of the Corporation of such written notice accompanied by the
required payment. The Option may be exercised only in multiples of
whole shares and may not be exercised at any one time as to fewer
than one hundred shares (or such lesser number of shares as to
which the Option is then exercisable). No fractional shares shall
be issued pursuant to this Option.
(d)
Effect
. The exercise, in
whole or in part, of the Option shall cause a reduction in the
number of shares of Common Stock subject to the Option equal to the
number of shares of Common Stock with respect to which the Option
is exercised.
(e)
Method of
Payment . In
addition to any other method approved by the Administrator, if any,
payment of the Exercise Price shall be by any of the following, or
a combination thereof, as determined by the Administrator in its
discretion at the time of exercise:
(i)
by delivery of cash,
certified or cashier’s check, or money order or other cash
equivalent acceptable to Administrator in its sole discretion;
or
(ii)
by a broker-assisted
cashless exercise in accordance with Regulation T of the Board
of Governors of the Federal Reserve System and the following
provisions. Subject to such limitations as the Administrator may
determine, at any time during which the Common Stock is publicly
traded on a national securities exchange or Nasdaq, the Exercise
Price shall be deemed to be paid, in whole or in part, if the
Optionee delivers a properly executed exercise notice, together
with irrevocable instructions: (i) to a brokerage firm
approved by the Corporation to deliver promptly to the Corporation
the aggregate amount of sale or loan proceeds to pay the Exercise
Price and any withholding tax obligations that may arise in
connection with the exercise; and (ii) to the Corporation to
deliver the certificates for such purchased shares directly to such
brokerage firm.
(f)
Issuance of Shares
Upon Exercise . Upon due exercise of the Option,
in whole or in part, in accordance with the terms of this
Agreement, the Corporation shall issue to the Optionee, the
brokerage firm specified in the Optionee’s delivery
instructions pursuant to a broker-assisted cashless exercise, or
such other person exercising the Option, as the case may be, the
number of shares of Common Stock so paid for, in the form of fully
paid and non-assessable stock and shall deliver certificates
therefore as soon as practicable thereafter.
(g)
Restrictions on
Exercise and upon Shares Issued upon Exercise
. Notwithstanding any
other provision of the Agreement, the Option may not be exercised
at any time that the Corporation does not have in effect a
registration statement under the Securities Act of 1933, as
amended, relating to the offer of Common Stock to the Optionee
under the Plan, unless the Corporation agrees to permit such
exercise. Upon the issuance of any shares of Common Stock pursuant
to the exercise of the Option, the Optionee will, upon the request
of the Corporation, agree in writing that the Optionee is acquiring
such shares for investment only and not with a view to resale, and
that the Optionee will not sell, pledge or otherwise dispose of
such shares so issued unless (i) the Corporation is furnished
with an opinion of counsel to the effect that registration of such
shares pursuant to the Securities Act of 1933, as amended, is not
required by that Act or by the rules and regulations thereunder;
(ii) the staff of the Securities and Exchange Commission has
issued a “no-action” letter with respect to such
disposition; or (iii) such registration or notification as is,
in the opinion of counsel for the Corporation, required for the
lawful disposition of such shares has been filed by the Corporation
and has become effective; provided, however, that the Corporation
is not obligated hereby to file any such registration or
notification. In addition, the Common Stock issued upon the
exercise of any Options shall be subject to repurchase by the
Corporation for an amount equal to the Exercise Price of such
Options (i) upon the occurrence of an event described in Section
4(d) of this Agreement, or (ii) if the Options were not vested when
they were exercised, upon the occurrence of any event that would
have resulted in the termination of those Options under the Plan
and this Agreement if those Options had not been exercised. The
Corporation may place a legend embodying such restrictions on the
certificates evidencing such shares.
4.
Termination of
Employment or Service .
(a)
Exercise Period
Following Cessation of Employment or Other Service Relationship, In
General . If
Optionee ceases to be employed by, or in a service relationship
with, Bank for any reason other than death, Disability, or
discharge for Cause, (i) the unvested Options shall terminate
immediately upon such cessation, and (ii) the vested Options
shall remain exercisable during the 30-day period following such
cessation, but in no event after the Expiration Date. Unless sooner
terminated, any unexercised vested Options shall terminate upon the
expiration of such 30-day period.
(b)
Death of
Optionee . If
Optionee dies prior to the expiration or other termination of the
Options, (i) the unvested Options shall terminate immediately
upon Optionee’s death, and (ii) the vested Options shall
remain exercisable during the one-year period following
Optionee’s death, but in no event after the Expiration Date,
by Optionee’s executor, personal representative, or the
person(s) to whom the Options are transferred by will or the laws
of descent and distribution. Unless sooner terminated, any
unexercised vested Options shall terminate upon the expiration of
such one-year period.
(c)
Disability of
Optionee . If
Optionee ceases to be employed by, or in a service relationship
with, Bank as a result of Optionee’s Disability, (i) the
unvested Options shall terminate immediately upon such cessation,
and (ii) the vested Options shall remain exercisable during
the one-year period f
