EXHIBIT 10.2
China Direct, Inc.
(formerly known as Evolve One, Inc.)
5301 North Federal Highway
Boca Raton, Florida 33487
As of August 16, 2006
OPTION AGREEMENT
Mr. Marc Siegel
c/o 5301 North Federal Highway
Boca Raton, Florida 33487
Dear Mr. Siegel:
We are pleased to advise you that pursuant to the
terms and conditions of that certain Executive Employment Agreement
dated as of August 16, 2006 (the “Agreement”) by and
between you and China Direct, Inc., a corporation formerly known as
Evolve One, Inc. (the “Company”), as of August 16, 2007
the Company’s Board of Directors authorized the award to you
of options (the “Options”) to purchase an aggregate of
2,200,000 shares of our common stock, par value $0.0001 per share
(the “Option Shares”), upon the following terms and
conditions:
1. The
Options are not granted in accordance with or subject to the terms
and conditions of any employee stock option or employee benefit
plan of the Company and accordingly are considered
“non-plan” Options.
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2.
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The Options vest and are exercisable on the dates
and at the prices as set forth below:
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Number of Shares
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Exercise Price
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Vesting Date
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Termination Date
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400,000
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$0.01
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01/01/2005
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01/10/2010
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400,000
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$2.50
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01/01/2006
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01/01/2011
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400,000
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$5.00
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01/01/2007
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01/01/2012
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500,000
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$7.50
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01/01/2008
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01/01/2013
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500,000
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$10.00
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01/01/2009
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01/01/2014
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All Options which have not been theretofore
exercised terminate at 5:00 pm Florida time on the termination date
set forth above (the “Termination Date”) and no options
shall be exercisable after such date.
3. Options
may be exercised in whole or in part at any time during the term of
the Option, by giving written notice of exercise to the Company
specifying the number of Option Shares to be purchased. Such notice
shall be accompanied by payment in full in cash of the exercise
price. Cash payments shall be made by wire transfer, certified or
bank check or personal check, in each case payable to the order of
the Company; provided, however, that the Company shall not be
required to deliver certificates for Option Shares with respect to
which an Option is exercised until the Company has confirmed the
receipt of good and available funds in payment of the exercise
price thereof.
4. The
Options are transferable by you to a partnership, corporation or
other entity controlled by you, to your spouse or to a trust for
your benefit or that of your spouse or children. Otherwise, the
Options shall not be transferable by you other than by will or by
the
