CHINA BAK BATTERY, INC. NONQUALIFIED STOCK OPTION AGREEMENT
CHINA
BAK BATTERY, INC.
This
Nonqualified Stock Option Agreement (the “Agreement”) is entered into between
China BAK Battery, Inc., a Nevada corporation (the “Company”), and Huanyu Mao
(the “Optionee”) on April 8, 2010, (the “Date of Grant”). In
consideration of the mutual promises and covenants made herein, the parties
hereby agree as follows:
1. Grant of
Option. Under the terms and conditions of the Company’s Stock
Option Plan (the “Plan”), which is incorporated herein by reference, the Company
grants to the Optionee an option (the “Option”) to purchase from the Company all
or any part of a total of 100,000 shares of the Company’s Common Stock, par
value $0.001 per share, at a price of $2.43 per share.
2. Character of
Option. The Option is not an “incentive stock option” within
the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the
“Code”).
3. Term. The Option
shall expire on September 30, 2017, or, in the event of the Optionee’s
termination of service as an employee, director, or advisor of the Company, on
such earlier date as may be provided in the Plan.
4. Vesting;
Exercisability. Subject to any provisions of the Plan
concerning exercisability and vesting of options, the Option shall vest and be
exercisable in accordance with the following:
The
stock option will vest over two years, with 12,500 options vesting on October 1,
2010, and 12,500 options vesting at the end of each subsequent quarter until
fully vested.
Notwithstanding
the foregoing, in the event of the consummation of a merger, consolidation or
sale of all or substantially all business or assets of the Company, 100% of the
unvested shares will be vested immediately.
The
unexercised portion of the Option from one period may be carried over to a
subsequent period or periods, and the right of the Optionee to exercise the
Option as to such unexercised portion shall continue for the entire
term.
5. Procedure for
Exercise. Exercise of the Option or a portion thereof shall be
effected by the giving of written notice to the Company by the Optionee in
accordance with the Plan and payment of the purchase price prescribed in Section
1 above for the shares to be acquired pursuant to the exercise.
6. Payment of Purchase
Price. Payment of the purchase price for any shares purchased
pursuant to the Option shall be in accordance with the provisions of the
Plan.
7. Transfer of
Options. The Option may not be transferred except (i) by will
or the laws of descent and distribution, (ii) to members of Optionee’s immediate
family, trusts for the benefit of such immediate family members and partnerships
in which such immediate family members are the only partners or (iii) pursuant
to the terms of a qualified domestic relations order, as defined by the Code or
Title I of the Employee Retirement Income Security Act of 1974, as amended, and,
during the lifetime of the Optionee, may be exercised only by the Optionee or by
the Optionee’s legally authorized representative.
8. Acceptance of the
Plan. The Option is granted subject to all of the applicable
terms and provisions of the Plan, and such terms and provisions are incorporated
by reference herein. The Optionee hereby accepts and agrees to be
bound by all the terms and conditions of the Plan.
9. Amendment. This
Agreement may be amended by an instrument in writing signed by both the Company
and the Optionee.
10. Miscellaneous. This
Agreement will be construed and enforced in accordance with the laws of the
State of Nevada and will be binding upon and inure to the benefit of any
successor or assign of the Company and any executor, administrator, trustee,
guarantor or other legal representative of the Optionee.
Executed
to be effective as of the date set forth above.
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CHINA
BAK BATTERY, INC.
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By:
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/s/ Xxxxxxxxx Xx | ||
| Print: | Xxxxxxxxx Xx | ||
| Its: | CEO & President | ||
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Optionee
acknowledges receipt of a copy of the Plan (including all amendments to date)
and represents that he/she is familiar with the terms and provisions thereof,
and hereby accepts this Option subject to all of the terms and provisions
thereof. Optionee has reviewed the Plan and this Option in their entirety and
fully understands all provisions of the Option. Optionee hereby agrees to accept
as binding, conclusive and final all decisions or interpretations of the
Committee (as defined in the Plan) upon any questions arising under the
Plan.
Optionee
further agrees to notify the Company upon any change in the residence address
indicated below.
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/s/ Huanyu Mao | ||
| Name of Optionee | |||
| Residence Address: | |||
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BAK INTERNATIONAL (TIANJIN)
LIMITED
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Xx.0 Xxxxxxx Xxxxxx,
Xxxxxxxxx Xxxxxxxxxx
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Xxxx, Xxxxxxx District,
Tianjin
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ID
Card Number of Optionee:
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BA440957
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