RESTRICTED STOCK PURCHASE AGREEMENT
EXHIBIT
10.1
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Name of
Purchaser:
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_________________________
(the “Purchaser”)
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Number of
Shares:
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_________________________
(the “Shares”)
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This RESTRICTED
STOCK PURCHASE AGREEMENT (“Agreement”),
is made as of the date set forth below by and between HONG KONG WINALITE GROUP,
INC., a Nevada corporation (the “Company”),
and the purchaser named below (the “Purchaser”).
WHEREAS, The Hong
Kong Winalite Group, Ltd., a Hong Kong subsidiary of the Company (“Winalite”),
and the Purchaser entered into this Restricted Stock Purchase
Agreement.
NOW, THEREFORE,
in consideration of the mutual covenants herein contained, and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:
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1.
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The Price
Per Share designated in the Stock Purchase Agreement is Two United States
Dollars (US$2.00).
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2.
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Any
assignment by the Company of the Stock Purchase Agreement will
automatically assign to the same assignee all the Company’s rights
(including, without limitation, the rights of repurchase) hereunder and
Purchaser consents thereto. The Purchaser hereby undertakes and covenants
with the Company that the Purchaser will on demand of the Company ,
immediately return to it such number of shares of the Company equivalent
to the number of the Unvested Shares. The Purchaser further undertakes
that he or she will sign and/or execute any document, deed, agreement,
instrument or act which the Company may request for enabling the Company
to exercise all or any of the rights, powers, authorities and discretions
conferred by the Stock Purchase Agreement or by law on the
Company.
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3.
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The
Purchaser hereby irrevocably agrees that he or she will not, without the
prior written consent of the Company, from the date of execution of the
Stock Purchase Agreement and continuing to and including the date five and
one half (5 ½) years after the date of execution of the Stock Purchase
Agreement (the “Lock-Up
Period”), offer for sale, sell, contract to sell, pledge, grant any
option for the sale of, enter into any transaction which is designed to,
or might reasonably be expected to, result in the disposition (whether by
actual disposition or effective economic disposition due to cash
settlement or otherwise) or otherwise dispose of, directly or indirectly,
any Shares or any securities convertible into or exchangeable for, or any
options or rights to purchase or acquire the
Shares.
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4.
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At the end
of the Lock-Up Period, the Company will assess the status of all Shares,
and the Company has right and sole discretion to perform any of the
following actions:
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4.1
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Cancel all
unvested and unpaid Shares.
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4.2
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Cancel all
vested and unpaid Shares.
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4.3
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Repurchase
all or any portion of the unvested and paid Shares at the price equal to
the price paid by the Purchaser.
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4.4
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Repurchase
all or any portion of the vested and paid Shares at the price equal to the
price paid by the Purchaser.
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5.
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All Shares
are subject to the appropriate vesting schedule attached to this
Agreement.
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VESTING
SCHEDULE AGREEMENT
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First
Vesting Date:
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____________________
(the “First
Vesting Date”)
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This is the
vesting schedule for the Shares purchased by the Purchaser pursuant to a
Restricted Stock Purchase Agreement between the Purchaser and The Hong Kong
Winalite Group Ltd., a Hong Kong subsidiary of Hong Kong Winalite Group, Inc.
(the “Company”),
dated as of the date set forth above (the “Agreement”).
Unless separately defined in this schedule, all capitalized terms on the Vesting
Schedule have the meanings assigned to them in the Agreement.
All Shares must
become vested before the Purchaser has the right (subject to a lock-up during
the Lock-Up Period) to sell or otherwise dispose of the Shares. On the date of
the Agreement, all of the Shares are Unvested Shares. Thereafter, until the
occurrence of a Termination with respect to the Purchaser, ten
percent (10%) of the Unvested
Shares will vest and thereby become Vested Shares every six (6) months over a
period of five (5) years, according to the following
schedule:
Ten percent (10%)
of the total number of Shares will vest and become Vested Shares on the First
Vesting Date and on each six-month anniversary thereafter (each, a “Vesting
Date”), until all the Shares have vested or the occurrence of a Termination with
respect to the Purchaser, whichever shall occur first, if and only if, on each
Vesting Date:
(a) Full-time:
Purchaser has been engaged full-time as a Distributor, or as a shareholder or
employee of a Distributor, during the entire six months preceding the Vesting
Date (“Vesting Period”); and
(b) Non-competition:
Purchaser has not been, at any time, directly or indirectly, a shareholder or
employee of, a consultant or service provider to, or a controlling person of,
any other person or entity which competes with any member of the Company Group;
and
(c) No
violation of policies: Purchaser has not violated any policies of the
Company, as may be amended from time to time, which have been made known to or
available to Purchaser; and
(d) Net
Sales: Beginning with the second Vesting Date and for each subsequent
Vesting Dates, the Purchaser’s Net Sales during the Vesting Period ending on the
applicable Vesting Date must be higher than the Net Sales achieved by the
Purchaser during the immediate preceding Vesting Period ending on the immediate
preceding Vesting Date. If Shares failed to vest during the applicable Measuring
Period due to lower Net Sales (“Failed Measuring Period”), the Shares due to
vest in the Failed Measuring Period will never vest, and Net Sales from the
Failed Vesting Period will not be used as a measuring benchmark for future
vesting. Thus, for the Vesting Period immediately following the Failed Measuring
Period, the Purchaser must achieve Net Sales that is higher than the highest Net
Sales achieved during previous Measuring Periods. The Company will calculate the
Purchaser’s Net Sales Volume for each measuring period and the Company’s
calculations, in the absence of manifest error, shall be final, conclusive and
binding on the parties.
If any Shares did
not vest because the Purchaser violated any of the conditions listed in the
above section, the Shares that would have been vested will never become Vested
Shares, even if those Shares had been validly paid for by the
Purchaser.
“Distributor”
means a person or legal entity which has a valid and binding distribution
agreement in effect between such person or entity and a member of the Company
Group.
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“Net
Sales” means the net volume of products sold and delivered by the
Purchaser or members of the Purchaser’s Company Group as measured in the
applicable currency.
IN WITNESS
WHEREOF, the parties hereto have signed this Agreement as of the date set forth
below.
Date: _______________
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THE
COMPANY:
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SIGNED,
SEALED AND DELIVERED
by
PURCHASER:
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By:______________________________
Print
Name:
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By:______________________________
Print
Name:
Telephone
No.:
Address:
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