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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:
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Date of Grant
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Vesting Commencement Date
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Exercise Price per Share
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Total Number of Shares Granted
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Total Exercise Price
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Type of Option:
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Incentive
Stock Option |
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Nonstatutory
Stock Option |
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Expiration Date:
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Vesting Schedule:
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Termination Period:
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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
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(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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