Exhibit 4.5
CHINA 3C GROUP,
INC.
STOCK OPTION
AGREEMENT
WITH TODD L. MAVIS
THIS STOCK OPTION AGREEMENT made as of April 21,
2009, by and between China 3C Group, Inc., a Nevada corporation
(the “ Company ”), and its former director, Todd
L. Mavis (the “ Grantee ”).
WITNESSETH:
WHEREAS, the Company entered into a Board of
Directors Agreement with the Grantee, dated January 2, 2007, which
Board of Directors Agreement provided for the grant to the Grantee
of a stock option on the terms and conditions set forth in this
stock option agreement (the “ Agreement
”),
NOW, THEREFORE, in consideration of the premises
contained herein, the Company and the Grantee hereby agree as
follows:
|
1.
|
Grant of
Stock Option .
|
The Company hereby grants to the Grantee an
option (the “ Option ”) to purchase 50,000
shares of the Company’s common stock, par value $0.001 (the
“ Stock ” and each share of Stock, a “
Share ”), for an exercise price per Share equal to
$3.46 (which per Share exercise price is not less
than the fair market value of a Share on the date of the Agreement,
which is the date of grant of the Option).
|
2.
|
Option Terms
and Exercise Period .
|
(a) The
Option shall be exercised pursuant to Section 5, and the Grantee
shall pay the Option exercise price in full at the time of
exercise, in cash or by check, bank draft or postal or express
money order.
(b) All
or any part of the Option may be exercised by the Grantee, no later
than December 17, 2009.
(c) This
Agreement and the Option shall terminate on the earlier of (i)
December 18, 2009, or (ii) the date as of which the Option has been
fully exercised.
|
3.
|
Vesting and
Exercisability .
|
The Option shall be fully vested and exercisable
upon its grant.
|
4.
|
Restrictions
on Transfer of Option .
|
The Agreement and the Option shall not be
transferable otherwise than by will or by the laws of descent and
distribution, and the Option shall be exercisable, during the
Grantee’s lifetime, solely by the Grantee, except on account
of the Grantee’s disability.
The Option shall become exercisable at such time
as shall be provided herein and shall be exercisable by written
notice of such exercise, to the Secretary of the Company, at its
principal office. The notice shall specify the number of Shares for
which the Option is being exercised.
|
6.
|
Regulation
by the Company .
|
The Agreement and the Option shall be subject to
any and all reasonable administra
