NONSTATUTORY STOCK OPTION AGREEMENT MANAGER EMPLOYEE
MANAGER
EMPLOYEE
This
NONSTATUTORY STOCK OPTION AGREEMENT (this "Agreement"), made and entered into
as
of the __
day of
______, ____, by and between ___________(the "Optionee") and China Recycling
Energy Corporation, a Nevada corporation (the "Corporation"), sets forth the
terms and conditions of the stock option (the “Option”) granted by the
Corporation to the Optionee as to the number of shares of the Corporation’s
Stock set forth below pursuant to the Corporation’s 2007 Nonstatutory Stock
Option Plan (the "Plan") and its Board resolution of stock option grant
dated ______ __, ____
(“Grant Date”). Any capitalized terms used but not defined herein shall have the
meaning prescribed in the Plan.
1. Grant
of
Option. Subject to the provisions of this Agreement, the Plan and the Employment
Agreement, if any, by and between the Optionee and the Corporation or an
Affiliate (the "Employment Agreement”), the Board of Directors of the
Corporation grants to the Optionee an Option to purchase ___________shares
of
Stock as of the Grant Date.
2. Exercise
Price. The exercise price of the granted shares of Stock subject to the Option
equals to the closing price per share of the Stock on the Grant Date:
$___.
3. Vesting.
The Option shall vest and become exercisable as follows: (a) the Option shall
vest and become exercisable as to 15% of the total number of shares of Stock
subject to the Option on the six month anniversary of the Grant Date; (b) the
Option shall vest and become exercisable as to an additional 15% of the total
number of shares of Stock subject to the Option on the first year anniversary
of
the Grant Date; (c) the Option shall vest and become exercisable as to an
additional 50% of the total number of shares of Stock subject to the Option
on
the second year anniversary of the Grant Date; and (d) the Option shall vest
and
become exercisable as to the remaining 20% of the total number of shares of
Stock subject to the Option on the third year anniversary of the Grant Date.
The
Option may only be exercised to the extent that the Option has become vested
and
exercisable. The vesting schedule requires continued employment through each
applicable vesting date as a condition to the vesting of the applicable
installment of the Option and the rights and benefits under this Option
Agreement. Employment or service for only a portion of the vesting period,
even
if a substantial portion, will not entitle the Optionee to any proportionate
vesting or avoid or mitigate a termination of rights and benefits upon or
following a termination of employment as provided in Section 4 below or under
the Plan
4. Termination
of Employment; Change in Control. (a) In the event of the Optionee's termination
of employment by the Corporation or an Affiliate without Cause (as defined
in
the Employment Agreement), by the Optionee for Good Reason (as defined in the
Employment Agreement), or by reason of the Optionee's death or Disability (as
defined in the Employment Agreement), any portion of the Option that has not
become vested and exercisable as of the date of the Optionee's termination
of
employment shall immediately vest and become exercisable, and the Option (after
giving effect to such accelerated vesting) shall expire as set forth in Section
5 of this Agreement.
(b) In
the
event of the Optionee's termination of employment by the Corporation or an
Affiliate for any other reason not described in Section 4(a) above, or if no
Employment Agreement exists in the event of the Optionee’s termination of
employment by the Corporation or an Affiliate for reasons other than death,
any
portion of the Option that has not become vested and exercisable as of the
date
of the Optionee's termination of employment shall immediately be forfeited,
and
the Option, to the extent it has become vested and exercisable on the date
of
the termination of employment, shall expire as set forth in Section 5 of this
Agreement.
(c) If
an
Employment Agreement exists and there is a Change in Control (as defined in
the
Employment Agreement), any portion of the Option that has not become vested
and
exercisable immediately prior to the Change in Control shall immediately vest
and become exercisable, and the Option (after giving effect to such accelerated
vesting) shall expire as set forth in Section 5 of this Agreement.
5. Stock
Option Term. Vested Stock Options shall expire on the fifth anniversary of
the
Grant Date.
6. Method
of
Stock Option Exercise. The Option may be exercised during its term, in whole
or
in part, to the extent it has become vested and exercisable pursuant to Section
3 or 4 and has not yet been forfeited or expired, by giving written notice
of
exercise to the Corporation (or to such other party as the Corporation may
designate from time to time) specifying the number of shares of Stock subject
to
the Option to be purchased. Such notice shall be accompanied by payment in
full
of the purchase price by certified or bank check or such other instrument as
the
Corporation may accept. Options may also be exercised by any other means
permitted by the Plan that the Committee may designate from time to time. To
the
extent permitted by applicable law and to the extent permitted by the Committee,
the Optionee may discharge any withholding obligation in respect of this
Agreement by directing the Corporation or an Affiliate to withhold shares of
Stock to be delivered upon exercise of the Option that have a Fair Market Value
on the date of exercise equal to the Corporation's or such Affiliate’s minimum
withholding obligation.
7. Transferability.
The Option shall not be transferable by the Optionee other than by will or
by
the laws of descent and distribution. The Option shall be exercisable, subject
to the terms of the Plan, only by the Optionee, the Optionee's estate or
beneficiary, the guardian or legal representative of the Optionee, or any person
to whom such option is transferred pursuant to this Section 7, it being
understood that the term "Optionee" includes such guardian, legal representative
and other permitted transferee.
8. Successors,
Assigns and Transferees. Subject to the Corporation’s right to terminate the
Option pursuant to Section 5(h) of the Plan, this Agreement shall be binding
upon, and inure to the benefit of, the parties hereto and each of their
respective successors and permitted transferees (including, upon the death
of
the Optionee, the Optionee's estate).
9.
Incorporation of Plan. The Option and all rights of the Optionee under this
Agreement are subject to the terms and conditions of the Plan, incorporated
herein by reference. The Optionee agrees to be bound by the terms of the Plan
and this Agreement. The Optionee acknowledges having read and understanding
the
Plan, the Prospectus for the Plan, and this Agreement. Unless otherwise
expressly provided in other sections of this Agreement, provisions of the Plan
that confer discretionary authority on the Board or the Committee do not and
shall not be deemed to create any rights in the Optionee unless such rights
are
expressly set forth herein or are otherwise in the sole discretion of the Board
or the Committee so conferred by appropriate action of the Board or the
Committee under the Plan after
the
date
hereof. Notwithstanding the foregoing, the determination of whether a
termination of Optionee’s employment with the Corporation or an
Affiliate for
purposes of this Agreement qualifies as a termination for “Good Reason,”
“Cause,” or “Disability” shall be determined in accordance with the terms of the
Employment Agreement. The Optionee may obtain a copy of the Plan from the
Corporation.
10. Not
an
Employment Contract. Nothing contained in this Agreement nor the Plan shall
confer on the Optionee any right with respect to continuance of employment
or
other service with the Corporation or an
Affiliate,
nor
shall it interfere in any way with any right the Corporation or an
Affiliate would
otherwise have to terminate or modify the terms of the Optionee's employment
or
other service (subject to the terms of the Employment Agreement) at any time,
or
affects the right of the Corporation or an
Affiliate to
increase or decrease the Optionee’s other compensation.
11. Integration.
This Agreement and the other documents referred to herein, including without
limitation the Plan and the Employment Agreement, or delivered pursuant hereto,
which form a part hereof contain the entire understanding of the parties with
respect to their subject matter. There are no restrictions, agreements,
promises, representations, warranties, covenants or undertakings with respect
to
the subject matter hereof other than those expressly set forth herein. This
Agreement, including without limitation the Plan, supersedes all prior
agreements and understandings between the parties with respect to its subject
matter.
12. Counterparts.
This Agreement may be executed in two or more counterparts, each of which shall
be deemed an original, but which together constitute one and the same
instrument. Notwithstanding the foregoing, any duly authorized officer of the
Corporation may execute this Agreement by providing an appropriate facsimile
signature, and any counterpart or amendment hereto containing such facsimile
signature shall for all purposes be deemed an original instrument duly executed
by the Corporation.
13. Modification;
Waiver. No provision of this Agreement may be amended, modified, or waived
unless such amendment or modification is agreed to in writing and signed by
the
Optionee and by a duly authorized officer of the Corporation, and such waiver
is
set forth in writing and signed by the party to be charged. No waiver by either
party hereto at any time of any breach by the other party hereto of any
condition or provision of this Agreement to be performed by such other party
shall be deemed a waiver of similar or dissimilar provisions or conditions
at
the same or at any prior or subsequent time.
IN
WITNESS WHEREOF, the Optionee has executed this Agreement on the Optionee's
own
behalf, thereby representing that the Optionee has carefully read and
understands this Agreement and the Plan as of the day and year first written
above, and the Corporation has caused this Agreement to be executed in its
name
and on its behalf, all as of the date first written above.
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By:
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Optionee
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By:
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Xxxxxxx
Xx
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Chief
Executive Officer
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China
Recycling Energy Corporation
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