Exhibit 10.2
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
A SECURITIES ACT @ ) OR THE
SECURITIES LAWS OF ANY STATE. THE SECURITIES REPRESENTED
HEREBY MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE
DISPOSED UNLESS SUCH SECURITIES ARE REGISTERED UNDER THE
SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR THE COMPANY
RECEIVES AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH
SALE, TRANSFER OR PLEDGE IS EXEMPT FROM REGISTRATION.
SONGZAI INTERNATIONAL HOLDING GROUP, INC.
STOCK OPTION AGREEMENT
THIS
STOCK OPTION AGREEMENT (the A Agreement @ ), is
made as of this 9th day of June 2008, by and between Songzai
International Holding Group, Inc., a Nevada corporation (the
A Company @ ),
and Yvonne Zhang ( A Optionee @
).
R E C I T A L
On
June 9th, 2008, in connection with the execution of an
Amendment to Employment Agreement between the Company and
Optionee dated even date herewith (the
“Amendment”), the Company’s Board of
Directors authorized the grant to Optionee of an option to
purchase the number of shares of common stock (the A
Common Shares @ ) of the Company specified in
Paragraph 1 hereof, at the price specified therein, such
option to be for the term and upon the terms and conditions
hereinafter stated. The Board of Directors, or such other
committee or individual that the Board of Directors appoints,
shall be the “Administrator” for purposes of this
Agreement.
A G R E E M E N T
NOW,
THEREFORE, in consideration of the promises and of the
undertakings of the parties hereto contained herein, it is
hereby agreed:
1.
Number of
Shares; Option Price . Pursuant to said
action of the Board of Directors, the Company hereby grants to
Optionee the option ( A Option @ ) to
purchase, upon and subject to the terms and conditions hereof,
55,000 Common Shares of the Company at the price of $9.35 per
share (“Exercise Price”).
2.
Term
. This Option shall expire on the day before the
fifth anniversary of the date hereof (the A
Expiration Date @ ) unless such Option shall
have been terminated prior to that date in accordance with the
provisions of this Agreement. The term A
Affiliate @ as used herein shall have the
meaning as set forth in the Federal Securities laws of the
United States.
3.
Shares Subject
to Exercise . The Options shall vest and the
Common Shares shall be subject to exercise commencing on the
date hereof. All Common Shares shall thereafter
remain subject to exercise for the term specified in Paragraph
2 hereof.
4.
Method and Time
of Exercise . The Option may be exercised by
written notice delivered to the Company at its principal
executive office stating the number of Common Shares with
respect to which the Option is being exercised, together
with:
(A) a
check or money order made payable to the Company in the amount
of the exercise price and any withholding tax, as provided
under Paragraph 5 hereof; or
(B) if
expressly authorized in writing by the Administrator, in its
sole discretion, at the time of the Option exercise, the
tender to the Company of Common Shares owned by Optionee
having a fair market value, as determined by the
Administrator, not less than the exercise price, plus the
amount of applicable federal, state and local withholding
taxes.
Not
less than 100 shares may be purchased at any one time unless
the number purchased is the total number purchasable under
such Option at the time. Only whole shares may be
purchased.
5.
Tax
Withholding . As a condition to exercise of
this Option, the Company may require Optionee to pay over to
the Company all applicable federal, state and local taxes
which the Company is required to withhold with respect to the
exercise of this Option. At the discretion of the
Administrator and upon the request of Optionee, the minimum
statutory withholding tax requirements may be satisfied by the
withholding of Common Shares otherwise issuable to Optionee
upon the exercise of this Option.
6.
Nontransferability
. Except with the express written approval of the
Administrator, this Option may not be assigned or transferred
except by will, qualified domestic relations order or by the
laws of descent and distribution, and may be exercised only by
Optionee during her lifetime and after her death, by her
personal representative or by the person entitled thereto
under her will or the laws of intestate
succession.
7.
Optionee Not a
Shareholder . Optionee shall have no rights
as a shareholder with respect to the Common Shares of the
Company covered by this Option until the date of issuance of a
stock certificate or stock certificates to her upon exercise
of this Option. No adjustment will be made for
dividends or other rights for which the record
date
