Exhibit 10.1
Songzai International Holding Group,
Inc.
Non-statutory Stock Option
Agreement
Granted Under 2009 Stock
Incentive Plan
This agreement evidences the grant
by Songzai International Holding Group, Inc., a Nevada corporation
(the “Company”), on _____ (the
“Grant Date”) to Elan Yaish (the
“Participant”), of an option to purchase, in whole or
in part, on the terms provided herein and in the Company’s
2009 Stock Incentive Plan (the “Plan”), a total of
20,000 shares (the “Shares”) of common stock, $0.001
par value per share, of the Company (“Common Stock”) at
the Fair Market Value (as such term is defined in the Plan) on the
Grant Date. Unless earlier terminated, this option shall
expire at 5:00 p.m., Eastern time, on _____ (the
“Final Exercise Date”).
It is intended that the option
evidenced by this agreement shall not be an incentive stock option
as defined in Section 422 of the Internal Revenue Code of 1986, as
amended, and any regulations promulgated thereunder (the
“Code”). Except as otherwise indicated by
the context, the term “Participant”, as used in this
option, shall be deemed to include any person who acquires the
right to exercise this option validly under its terms.
2.
Vesting Schedule .
This option will become exercisable
(“vest”) as to 50.00% of the original number of Shares
on the six-month anniversary of the Grant Date and as to the
remaining 50.00% of the original number of Shares on the first
anniversary of the Grant Date.
The right of exercise shall be
cumulative so that to the extent the option is not exercised in any
period to the maximum extent permissible it shall continue to be
exercisable, in whole or in part, with respect to all Shares for
which it is vested until the earlier of the Final Exercise Date or
the termination of this option under Section 3 hereof or the
Plan.
3.
Exercise of Option .
(a)
Form of Exercise . Each election to exercise this
option shall be in writing in the form attached as Exhibit A
, signed by the Participant, and received by the Company at its
principal office, accompanied by this agreement, and payment in
full in the manner provided in the Plan. The Participant
may purchase less than the number of shares covered hereby,
provided that no partial exercise of this option may be for any
fractional share or for fewer than ten whole shares.
(b)
Continuous Relationship with the Company Required
. Except as otherwise provided in this Section 3,
this option may not be exercised unless the Participant, at the
time he or she exercises this option, is, and has been at all times
since the Grant Date, an employee, officer or director of, or
consultant or advisor to, the Company or any parent or subsidiary
of the Company as defined in Section 424(e) or (f) of the Code (an
“Eligible Participant”).
(c)
Termination of Relationship with the Company . If
the Participant ceases to be an Eligible Participant for any
reason, then, except as provided in paragraphs (d) and (e)
below, the right to exercise this option shall terminate
three months after such cessation (but in no event
after the Final Exercise Date), provided that this
option shall be exercisable only to the extent that the Participant
was entitled to exercise this option on the date of such
cessation. Notwithstanding the foregoing, if the
Participant, prior to the Final Exercise Date, violates the
non-competition or confidentiality provisions of any employment
contract, confidentiality and nondisclosure agreement or other
agreement between the Participant and the Company, the right to
exercise this option shall terminate immediately upon written
notice to the Participant from the Company describing such
violation.
(d)
Exercise Period Upon Death or Disability . If the
Participant dies or becomes disabled (within the meaning of
Section 22(e)(3) of the Code) prior to the Final Exercise Date
while he or she is an Eligible Participant and the Company has not
terminated such relationship for “cause” as specified
in paragraph (e) below, this option shall be exercisable, within
the period of one year following the date of death or disability of
the Participant, by the Participant (or in the case of death by an
authorized transferee), provided that this option
shall be exercisable only to the extent that this option was
exercisable by the Participant on the date of his or her death or
disability, and further provided that this option shall not be
exercisable after the Final Exercise Date.
(e)
Discharge for Cause . If the Participant, prior
to the Final Exercise Date, is discharged by the Company for
“cause” (as defined below), the right to exercise this
option shall terminate immediately upon the effective date of such
discharge. “Cause” shall mean willful
misconduct by the Participant or willful failure by the Participant
to perform his or her responsibilities to the Company (including,
without limitation, breach by the Participant of any provision of
any employment, consulting, advisory, nondisclosure,
non-competition or other similar agreement between the Participant
and the Company), as determined by the Company, which determination
shall be conclusive. The Participant shall be considered
to have been discharged for “Cause” if the Company
determines, within 30 days after the Participant’s
resignation, that discharge for cause was warranted.
4.
Company Right of First Refusal . If the Shares
subject to this option have not been registered with the Securities
and Exchange Commission, the following provisions apply:
(a)
Notice of Proposed Transfer . If the Participant
proposes to sell, assign, transfer, pledge, hypothecate or
otherwise dispose of, by operation of law or otherwise
(collectively, “transfer”) any Shares acquired upon
exercise of this option, then the Participant shall first give
written notice of the proposed transfer (the “Transfer
Notice”) to the Company. The Transfer Notice shall
name the proposed transferee and state t
