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CHINA PUBLIC SECURITY TECHNOLOGY, INC. 2007 EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENT

Option Agreement

CHINA PUBLIC SECURITY TECHNOLOGY, INC. 2007 EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENT | Document Parties: CHINA PUBLIC SECURITY TECHNOLOGY, INC. | CHINA PUBLIC SECURITY TECHNOLOGY, INC You are currently viewing:
This Option Agreement involves

CHINA PUBLIC SECURITY TECHNOLOGY, INC. | CHINA PUBLIC SECURITY TECHNOLOGY, INC

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Title: CHINA PUBLIC SECURITY TECHNOLOGY, INC. 2007 EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENT
Governing Law: Florida     Date: 12/13/2007

CHINA PUBLIC SECURITY TECHNOLOGY, INC. 2007 EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENT, Parties: china public security technology  inc. , china public security technology  inc
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CHINA PUBLIC SECURITY TECHNOLOGY, INC.

2007 EQUITY INCENTIVE PLAN

STOCK OPTION AGREEMENT

Unless otherwise defined herein, the terms defined in the 2007 Equity Incentive Plan (the "Plan") shall have the same defined meanings in this Stock Option Agreement (the "Option Agreement").

I.      NOTICE OF STOCK OPTION GRANT

Name:

Address:

The undersigned Optionee has been granted an Option to purchase Common Stock of the Company, subject to the terms and conditions of the Plan and this Option Agreement, as follows:

Date of Grant

________________________
   

Vesting Commencement Date

________________________
   

Exercise Price per Share

________________________
   

Total Number of Shares Granted

________________________
   

Total Exercise Price

________________________
     

Type of Option:

____ Incentive Stock Option
     

 

____ Nonstatutory Stock Option
   

Expiration Date:

________________________
   

Vesting Schedule:

________________________
   

Termination Period:

 

To the extent vested, this Option shall 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 this Option shall be exercisable for twelve (12) months after Optionee ceases to be a Service Provider. Notwithstanding the foregoing sentence, in no event may this Option be exercised after the Expiration Date as provided above and may be subject to earlier termination as provided in the Plan.


 

II.     AGREEMENT

1.      Grant of Option . The Administrator of the Company grants to the Optionee named in the Notice of Stock Option Grant in Part I of this Option Agreement, an Option to purchase the number of Shares set forth in the Notice of Stock Option Grant, at the exercise price per Share set forth in the Notice of Stock Option Grant (the "Exercise Price"), 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 Option Agreement, the terms and conditions of the Plan shall prevail.

If designated in the Notice of Stock Option Grant as an Incentive Stock Option, this Option is intended to qualify as an Incentive Stock Option as defined in Section 422 of the Code. Nevertheless, to the extent that it exceeds the $100,000 rule of Code Section 422(d), this Option shall be treated as a Nonstatutory Stock Option.

2.      Exercise of Option .

(a)     Right to Exercise . This Option shall be exercisable during its term in accordance with the Vesting Schedule set out in the Notice of Stock Option Grant and with the applicable provisions of the Plan and this Option Agreement.

(b)     Method of Exercise . This Option shall be 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 shall state the election to exercise the Option, the number of Shares with respect to which the Option is being exercised, and other representations and agreements as may be required by the Company. The Exercise Notice shall be accompanied by payment of the aggregate Exercise Price as to all Shares being acquired, together with any applicable tax withholding. This Option shall be deemed to be exercised upon receipt by the Company of a fully executed Exercise Notice accompanied by the aggregate Exercise Price, together with any applicable tax withholding.

No Shares shall be issued pursuant to the exercise of an Option unless the issuance and exercise of Shares complies with Applicable Laws. Assuming 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 the Shares.

3.      Method of Payment . Payment of the aggregate Exercise Price shall be by any of the following, or a combination thereof, at the election of the Optionee:

(a)     cash;

(b)      check;

(c)      to the extent not prohibited by Section 402 of the Sarbanes-Oxley Act of 2002, a promissory note;

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(d)      to the extent not prohibited by Section 402 of the Sarbanes-Oxley Act of 2002, surrender of other Shares which have a Fair Market Value on the date of surrender equal to the aggregate Exercise Price of the Shares being acquired;

(e)      consideration received by the Company under a formal cashless exercise program adopted by the Company in connection with the Plan;

(f)      by asking the Company to withhold Shares from the total Shares to be delivered upon exercise equal to the number of Shares having a value equal to the aggregate Exercise Price of the Shares being acquired;

(g)      any combination of the foregoing methods of payment; or

(h)     other consideration and method of payment for the issuance of Shares to the extent permitted by Applicable Laws.

4.      Restrictions on Exercise . This Option may not be exercised (a) until such time as the Plan has been approved by the shareholders of the Company, or (b) if the issuance of such Shares upon such exercise or the method of payment of consideration for such shares would constitute a violation of any Applicable Laws. The Company shall be relieved of any liability with respect to any delayed issuance of shares or its failure to issue shares if such delay or failure is necessary to comply with Applicable Laws.

5.      Non-Transferability of Option . This Option may not be transferred in any manner otherwise than by will or by the laws of descent or distribution and may be exercised during the lifetime of Optionee only by Optionee. The terms of the Plan and this Option Agreement shall be binding upon the executors, administrators, heirs, successors and assigns of the Optionee.

6.      Term of Option . This Option may be exercised only within the term set out in the Notice of Stock Option Grant, and may be exercised during the term only in accordance with the Plan and the terms of this Option.

7.     Tax Obligations .

(a)     Withholding Taxes . Optionee agrees to arrange for the satisfaction of all Federal, state, local and foreign income and employment tax withholding requirements applicable to the Option exercise. Optionee acknowledges and agrees that the Company may refuse to honor the exercise and refuse to deliver the Shares if withholding amounts are not delivered at the time of exercise.

(b)     Notice of Disqualifying Disposition of ISO Shares . If the Option granted to Optionee herein is an ISO, and if Optionee sells or otherwise disposes of any of the Shares acquired pursuant to the ISO on or before the later of (i) the date two (2) years after the Date of Grant, or (ii) the date one (1) year after the date of exercise, the Optionee shall immediately notify the Company of the disposition in writing. Optionee agrees that Optionee may be subject to income tax withholding by the Company on the compensation income recognized by the Optionee.

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(c)     Code Section 409A . Under Code Section 409A, an Option 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 date of grant (a "discount option") may be considered deferred compensation. An Option that is a discount option may result in (i) income recognition by the Optionee prior to the exercise of the Option, (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 Option equals or exce


 
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