EXHIBIT
10.2
ZOOM TECHNOLOGIES, INC.
NON-QUALIFIED STOCK OPTION
AGREEMENT
Non-qualified Stock Option Agreement (the
“Option”) made effective as of the 22 nd day
of January 2009 between Zoom Technologies, Inc., (the
“Company”), and __________ (the
“Recipient”), an employee of the Company, pursuant to
the Company’s 1990 Stock Option Plan, as it may be amended
from time to time (the “1990 Plan”).
WHEREAS, the Company and the Recipient
desire to enter into an agreement whereby the Company will grant
the Recipient a non-qualified stock option to purchase shares of
the Common Stock, $.01 par value, of the Company (the “Common
Stock”), pursuant to the 1990 Plan.
NOW THEREFORE, for good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged, the Company and the Recipient agree as
follows:
1.
Grant of Option
.
Pursuant to the terms and conditions of
the 1990 Plan and this Option, the Company hereby grants to the
Recipient an Option to purchase, as provided in Section 3 hereof,
all or any part of a total of -____ shares of Common Stock (the
“Option Shares”).
2.
Purchase Price .
The price at which the Option Shares may
be purchased shall be $1.80 per share (the “Option Exercise
Price”).
3.
Exercise of Option
.
(a)
Subject to the provisions of Section 3(b)
and Section 4, the purchase rights with respect to the Option
Shares shall exercisable as follows: ______ on ________ ____ ____,
_______ on _______ __, ____; provided, however, that the Company,
in its sole discretion, may elect to accelerate the dates on which
all or a portion of the Option Shares shall become
exercisable.
(b)
Notwithstanding any provision of this
Option to the contrary, in no event may this Option be exercised
after 10 years from the date of this Option (the “Expiration
Date”).
4.
Termination of Relationship
.
If the Recipient's relationship with the
Company is terminated, as determined by the Company (a
“Termination”), then this Option may be exercised as to
all shares with respect to
which Recipient could exercise this
Option on the date of Termination, and which shares have not been
previously purchased, until the earlier of the Expiration Date,
or:
(i)
in the case of Termination by reason of
death or Permanent and Total Disability, one year after termination
of the relationship, or
(ii)
in the case of any other Termination, one
month after the termination of the relationship.
5.
Nontransferability; Persons Able to
Exercise.
The Option may not be transferred other
than by will or the laws of descent and distribution. During
the life of the Recipient, only the Recipient may exercise this
Option. If the Recipient dies while still employed by the
Company, or during the periods specified in Section 4, this Option
may be exercised by his executors, administrators, legatees or
distributees, provided that such person or persons comply with the
provisions of this Option applicable to the Recipient.
6.
Method of Exercising Option
.
The Option may be exercised, in whole or
in part, by written notice to the Company, containing an executed
Notice of Exercise in the form of Attachment A , provided
that the Company, in its discretion, may modify or augment these
requirements as provided in Section 9 of this Option, or where
appropriate because a person other than the Recipient is exercising
the Option pursuant to Section 5. The written notice
specified in this Section must be accompanied by payment of the
Option Exercise Price for the shares being purchased. Payment
shall be made in cash, unless the Company, in its sole discretion,
authorizes payment to be made in shares of the Company, other
property, or a combination of such shares, other property and cash.
As soon as practical after receipt of this notice and
payment, the Company shall deliver a certificate or certificates
representing the purchased shares registered in the name of the
person or persons e
