Exhibit 10.2
Songzai International Holding Group,
Inc.
Nonstatutory 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 Yvonne Zhang (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
55,000 shares (the “Shares”) of common stock, $0.001
par value per share, of the Company (“Common Stock”) at
eighty five percent (85%) the Fair Market Value (as such term is
defined in the Plan). 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 100% of the original number of Shares
commencing as 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)
Termination of Relationship with the Company . If
the Participant ceases to be an employee, officer or director of,
or consultant or advisor to, the Company or any parent or
subsidiary of the Company for any reason, then, except as provided
in paragraphs (c) and (d) below, the right to exercise this
option shall terminate as of 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.
(c)
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
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.
(d)
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 the number of such Shares
the Participant proposes to transfer (the “Offered
Shares”), the price per share and all other material terms
and conditions of the transfer.
(b)
Company Right to Purchase . For 30 days following
its receipt of such Transfer Notice, the Company shall have the
option to purchase all or part of the Offer
