exv10w9






Exhibit 10.9




DUOYUAN PRINTING, INC.

2009 OMNIBUS INCENTIVE PLAN




UNRESTRICTED STOCK AGREEMENT



Duoyuan Printing, Inc., a Wyoming corporation (the “Company”), hereby grants its shares of
common stock, $0.001 par value (the “Stock”) to the Grantee named below. The terms and
conditions of the grant are set forth in this cover sheet, in the attached term sheet (together
with this cover sheet, the “Agreement”), and in the Company’s 2009 Omnibus Incentive Plan
(the “Plan”).




Grant Date:                                         ,                     




Name of Grantee:                                         



Grantee’s Employee Identification Number:                     -                    -                    




Number of Shares of Stock Covered by Grant:                     



Purchase Price per Share of Stock: $                    .        




     By signing this cover sheet, you agree to all of the terms and conditions described in this
Agreement and in the Plan, a copy of which is also attached. You acknowledge that you have
carefully reviewed the Plan, and agree that the Plan will control in the event any provision of
this Agreement should appear to be inconsistent with the Plan. Certain capitalized terms used in
this Agreement are defined in the Plan, and have the meaning set forth in the Plan.




	 	 	 	 	 	 	 
	Grantee:
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	(Signature)
	 	 
	 
	 	 	 	 	 	 
	Company:
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	(Signature)
	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 
	 	 








Attachment



This is not a stock certificate or a negotiable instrument.





 









 








DUOYUAN PRINTING, INC.

2009 OMNIBUS INCENTIVE PLAN




UNRESTRICTED STOCK AGREEMENT




	 	 	 
	Award

	 	This grant is an award of Stock in
the number of shares set forth on
the cover sheet (the “Unrestricted
Stock”) in compensation for your
Service to the Company.
	 
	 	 
	Withholding Taxes

	 	You agree, as a condition of this
grant, that you will make acceptable
arrangements to pay any withholding
or other taxes that may be due as a
result of the payment of dividends
or the vesting of Stock acquired
under this grant. In the event that
the Company determines that any tax
or withholding payment is required
relating to the payment of dividends
or the vesting of shares arising
from this grant under Applicable
Laws, the Company shall have the
right to require such payments from
you, or withhold such amounts from
other payments due to you from the
Company or any Affiliate. Subject
to the prior approval of the
Company, which may be withheld by
the Company, in its sole discretion,
you may elect to satisfy this
withholding obligation, in whole or
in part, by causing the Company to
withhold shares of Stock otherwise
issuable to you or by delivering to
the Company shares of Stock already
owned by you. The shares of Stock
so delivered or withheld must have
an aggregate Fair Market Value equal
to the withholding obligation and
may not be subject to any
repurchase, forfeiture, unfulfilled
vesting, or other similar
requirements.
	 
	 	 
	Retention Rights

	 	This Agreement does not give you the
right to be retained by the Company
(or any parent, Subsidiaries or
Affiliates) in any capacity. The
Company reserves (and any parent,
Subsidiaries or Affiliates) the
right to terminate your Service at
any time and for any reason.
	 
	 	 
	Shareholder Rights

	 	You have the right to vote the
Unrestricted Stock and to receive
any dividends declared or paid on
such stock.
	 
	 	 
	Applicable Law

	 	This Agreement will be interpreted
and enforced under the laws of the
state of Wyoming, other than any
conflicts or choice of law rule or
principle that might otherwise refer
construction or interpretation of
this Agreement to the substantive
law of another jurisdiction.






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	The Plan

	 	The text of the Plan is incorporated
in this Agreement by reference.
Certain capitalized terms used in
this Agreement are defined in the
Plan, and have the meaning set forth
in the Plan.
	 
	 	 
	 

	 	This Agreement and the Plan
constitute the entire understanding
between you and the Company
regarding this grant of Unrestricted
Stock. Any prior agreements,
commitments or negotiations
concerning this grant are
superseded.
	 
	 	 
	Data Privacy

	 	In order to administer the Plan, the
Company may process personal data
about you. Such data include, but
are not limited to, the information
provided in this Agreement and any
changes thereto, other appropriate
personal and financial data about
you such as home address and
business addresses and other contact
information, payroll information and
any other information that might be
deemed appropriate by the Company to
facilitate the administration of the
Plan.
	 
	 	 
	 

	 	By accepting this Award, you give
explicit consent to the Company to
process any such personal data. You
also give explicit consent to the
Company to transfer any such
personal data outside the country in
which you work or are employed
(including, with respect to non-U.S.
resident Grantees, to the United
States) to transferees who will
include the Company and other
persons who are designated by the
Company to administer the Plan.
	 
	 	 
	Consent to Electronic Delivery

	 	The Company may choose to deliver
certain statutory materials relating
to the Plan in electronic form. By
accepting this grant you agree that
the Company may deliver the Plan
prospectus and the Company’s annual
report to you in an electronic
format. If at any time you would
prefer to receive paper copies of
these documents, as you are entitled
to, the Company would be pleased to
provide copies. Please contact [     ] at [     ] to
request paper copies of these
documents.
	 
	 	 
	Market Stand-off Agreement

	 	In connection with any underwritten
public offering by the Company of
its equity securities pursuant to an
effective registration statement
filed under the Securities Act,
including the Company’s initial
public offering, you agree not to
sell, make any short sale of, loan,
hypothecate, pledge, grant any
option for the purchase of, or
otherwise dispose or transfer for
value or agree to engage in any of
the foregoing transactions with
respect to any shares of
Unrestricted Stock without the prior
written consent of the Company or
its underwriters, for such period of
time after the effective date of
such registration statement as may
be requested by the Company or the
underwriters (not to exceed 180 days
in length).





     By accepting this Award, you agree to all of the terms and conditions described above and in
the Plan.




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