Exhibit 4.3
CHINA 3C GROUP,
INC.
2008 OMNIBUS SECURITIES AND
INCENTIVE PLAN
STOCK OPTION
AGREEMENT
DIRECTOR NON-QUALIFIED STOCK
OPTION
THIS AGREEMENT made as of December 1, 2008, by
and between China 3C Group, Inc., a Nevada corporation (the “
Company ”), and Kenneth Berents (the “
Optionee ”).
WITNESSETH:
WHEREAS, the Company has adopted the China 3C
Group, Inc. 2008 Omnibus Securities and Incentive Plan (the “
Plan ”) for the benefit of its employees, nonemployee
directors and consultants and the employees, nonemployee directors
and consultants of its affiliates, and
WHEREAS, the Committee has authorized the grant
to the Optionee of an Option under the Plan, on the terms and
conditions set forth in the Plan and as hereinafter
provided,
NOW, THEREFORE, in consideration of the premises
contained herein, the Company and the Optionee hereby agree as
follows:
1.
Definitions .
Terms used in this Agreement which are defined
in the Plan shall have the same meaning as set forth in the
Plan.
2.
Grant of Option .
The Committee hereby grants to the Optionee an
option to purchase 30,000 shares of the
Company’s Common Stock (“ Shares ”) for an
Option price per Share equal to $4.27 (not less than
the Fair Market Value of a Share on the date of the grant of the
Option) (the “ Option ”).
3.
Option Terms and Exercise Period .
(a) The
Option shall be exercised, and payment by the Optionee of the
Option price shall be made, pursuant to the terms of the
Plan.
(b) All
or any part of the Option may be exercised by the Optionee no later
than the tenth (10th) anniversary of the date of this
Agreement.
(c) This
Agreement and the Option shall terminate on the earlier of (i) the
tenth (10th) anniversary of the date of this Agreement or (ii) the
date the Option is fully exercised.
4.
Vesting .
The Option shall fully vest and become
exercisable immediately upon grant.
5.
Termination of Director Status .
Sections 6.2 and 6.4 of the Plan shall control;
provided , however , that for purposes of Section
6.2(a) of the Plan, in lieu of ninety (90) days after termination
of Director Status, the Optionee shall have twenty-four months (24)
months after such termination to exercise the Option.
6.
Restrictions on Transfer of Option .
This Agreement and the Option shall not be
transferable otherwise than (a) by will or by the laws of descent
and distribution or (b) by gift to any Family Member of the
Optionee, and the Option shall be exercisable, during the
Optionee’s lifetime, solely by the Optionee, except on
account of the Optionee’s Permanent and Total Disability or
death, and solely by the transferee in the case of a transfer by
gift to a Family Member of the Optionee.
7.
Exercise of Option .
(a) The
Option shall become exercisable at such time as shall be provided
herein or in the Plan and shall be exercisable by
written
