NONSTATUTORY STOCK OPTION
AGREEMENT
MANAGER
EMPLOYEE
This
NONSTATUTORY STOCK OPTION AGREEMENT (this "Agreement"), made and
entered into as of the __ day of ______, ____, by and between
___________(the "Optionee") and China Recycling Energy Corporation,
a Nevada corporation (the "Corporation"), sets forth the terms and
conditions of the stock option (the “Option”) granted
by the Corporation to the Optionee as to the number of shares of
the Corporation’s Stock set forth below pursuant to the
Corporation’s 2007 Nonstatutory Stock Option Plan (the
"Plan") and its Board resolution of stock option grant
dated ______ __, ____ (“Grant Date”). Any
capitalized terms used but not defined herein shall have the
meaning prescribed in the Plan.
1. Grant of Option. Subject to the provisions of
this Agreement, the Plan and the Employment Agreement, if any, by
and between the Optionee and the Corporation or an Affiliate (the
"Employment Agreement”), the Board of Directors of the
Corporation grants to the Optionee an Option to purchase
___________shares of Stock as of the Grant Date.
2. Exercise Price. The exercise price of the
granted shares of Stock subject to the Option equals to the closing
price per share of the Stock on the Grant Date: $___.
3. Vesting. The Option shall vest and become
exercisable as follows: (a) the Option shall vest and become
exercisable as to 15% of the total number of shares of Stock
subject to the Option on the six month anniversary of the Grant
Date; (b) the Option shall vest and become exercisable as to an
additional 15% of the total number of shares of Stock subject to
the Option on the first year anniversary of the Grant Date; (c) the
Option shall vest and become exercisable as to an additional 50% of
the total number of shares of Stock subject to the Option on the
second year anniversary of the Grant Date; and (d) the Option shall
vest and become exercisable as to the remaining 20% of the total
number of shares of Stock subject to the Option on the third year
anniversary of the Grant Date. The Option may only be exercised to
the extent that the Option has become vested and exercisable. The
vesting schedule requires continued employment through each
applicable vesting date as a condition to the vesting of the
applicable installment of the Option and the rights and benefits
under this Option Agreement. Employment or service for only a
portion of the vesting period, even if a substantial portion, will
not entitle the Optionee to any proportionate vesting or avoid or
mitigate a termination of rights and benefits upon or following a
termination of employment as provided in Section 4 below or under
the Plan
4. Termination of Employment; Change in Control.
(a) In the event of the Optionee's termination of employment by the
Corporation or an Affiliate without Cause (as defined in the
Employment Agreement), by the Optionee for Good Reason (as defined
in the Employment Agreement), or by reason of the Optionee's death
or Disability (as defined in the Employment Agreement), any portion
of the Option that has not become vested and exercisable as of the
date of the Optionee's termination of employment shall immediately
vest and become exercisable, and the Option (after giving effect to
such accelerated vesting) shall expire as set forth in Section 5 of
this Agreement.
(b) In the event of the Optionee's termination of
employment by the Corporation or an Affiliate for any other reason
not described in Section 4(a) above, or if no Employment Agreement
exists in the event of the Optionee’s termination of
employment by the Corporation or an Affiliate for reasons other
than death, any portion of the Option that has not become vested
and exercisable as of the date of the Optionee's termination of
employment shall immediately be forfeited, and the Option, to the
extent it has become vested and exercisable on the date of the
termination of employment, shall expire as set forth in Section 5
of this Agreement.
(c) If an Employment Agreement exists and there is a
Change in Control (as defined in the Employment Agreement), any
portion of the Option that has not become vested and exercisable
immediately prior to the Change in Control shall immed
