China Health Industries Holdings, Inc. - Exhibit 10.1 - Filed by newsfilecorp.com






CHINA HEALTH INDUSTRIES HOLDINGS, INC. 

2015 EQUITY INCENTIVE PLAN 

           
1.            
Purpose. The purpose of the China Health Industries Holdings,
Inc. 2015 Equity Incentive Plan (the “Plan”) is to further and promote the
interests of China Health Industries Holdings, Inc. (the “Company”), its
Subsidiaries and its shareholders by enabling the Company and its Subsidiaries
to attract, retain and motivate employees (including officers), directors and
consultants, or those who will become employees, directors and consultants, and
to align the interests of those individuals and the Company’s shareholders. To
do this, the Plan offers performance-based incentive awards and equity-based
opportunities providing such employees, directors and consultants with a
proprietary interest in maximizing the growth, profitability and overall success
of the Company and its Subsidiaries. The Plan is intended to be construed as an
employee benefit plan that satisfies the requirements for exemption from the
restrictions of Section 16(b) of the Exchange Act. 

           
2.            
Definitions. For purposes of the Plan, the following
terms shall have the meanings set forth below: 

                       
2.1            
“Award” means an award or grant made to a Participant under Sections 6,
7, 8 and/or 9 of the Plan.

                       
2.2            
“Award Agreement” means the agreement executed by a Participant
pursuant to Sections 3.2 and 15.7 of the Plan in connection with the granting of
an Award. 

                       
2.3            
“Board” means the Board of Directors of the Company, as constituted
from time to time. 

                       
2.4            
“Code” means the Internal Revenue Code of 1986, as in effect and as
amended from time to time, or any successor statute thereto, together with any
rules, regulations and interpretations promulgated thereunder or with respect
thereto. 

                       
2.5            
“Committee” means the committee of the Board established to administer
the Plan, as described in Section 3 of the Plan. 

                       
2.6            
“Common Stock” means the Common Stock, par value $0.0001 per share, of
the Company or any security of the Company issued by the Company in substitution
or exchange therefor. 

                       
2.7            
“Company” means China Health Industries Holdings, Inc., a Delaware
corporation, or any successor thereto. 

                       
2.8            
“Exchange Act” means the Securities Exchange Act of 1934, as in effect
and as amended from time to time, or any successor statute thereto, together
with any rules, regulations and interpretations promulgated thereunder or with
respect thereto. 




2.9            
“Fair Market Value” with respect to a share of Company Stock on any
relevant date shall be determined in accordance with the following provisions:


                 (1)            
If the Common Stock is publicly traded, “Fair Market Value” shall be determined
as of the last business day for which the prices or quotes discussed in this
sentence are available prior to such date and shall mean (i) the closing price
quoted on the national securities exchange or national securities association
that is the principal market for the Common Stock, or (ii) if the Common Stock
is not so listed, the last or closing price on the relevant date quoted on the
OTC Bulletin Board Service or by Pink Sheets LLC or a comparable service as
determined in the Committee’s sole discretion; or (iii) if the Common Stock is
not listed or quoted by any of the above, the average of the closing bid and
asked prices on the relevant date furnished by a professional market maker for
the Common Stock selected by the Committee in its sole discretion. 

                 (2)            
If Company Stock is not publicly traded, “Fair Market Value” shall be determined
by the Board in its good faith best judgment or by an independent appraisal that
meets the requirements of Section 401(a)(28)(C) of the Code and the regulations
thereunder as of a date that is no more than twelve months before such date.

                       
2.10            
“Incentive Stock Option” means any stock option granted pursuant to the
provisions of Section 6 of the Plan (and the relevant Award Agreement) that is
intended to be (and is specifically designated as) an “incentive stock option”
within the meaning of Section 422 of the Code. 

                       
2.11            
“Non-Qualified Stock Option” means any stock option granted pursuant to
the provisions of Section 6 of the Plan (and the relevant Award Agreement) that
is not (and is specifically designated as not being) an Incentive Stock Option.


                       
2.12            
“Participant” means any individual who is selected from time to time
under Section 5 to receive an Award under the Plan.

                       
2.13            
“Performance Units” means the monetary units granted under Section 9 of
the Plan and the relevant Award Agreement.

                       
2.14            
“Plan” means the China Health Industries Holdings, Inc. 2015 Equity
Incentive Plan, as set forth herein and as in effect and as amended from time to
time (together with any rules and regulations promulgated by the Committee with
respect thereto). 

                       
2.15            
“PRC” means The People’s Republic of China. 

                       
2.16            
“Restricted Shares” means the restricted shares of Common Stock granted
pursuant to the provisions of Section 8 of the Plan and the relevant Award
Agreement. 

                       
2.17            
“Stock Appreciation Right” means an Award described in Section 7.2 of
the Plan and granted pursuant to the provisions of Section 7 of the Plan. 

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2.18            
“Subsidiary(ies)” means any corporation (other than the Company) in an
unbroken chain of corporations, including and beginning with the Company, if
each of such corporations, other than the last corporation in the unbroken
chain, owns, directly or indirectly, more than fifty percent (50%) of the voting
stock in one of the other corporations in such chain, including without
limitation, China Health Industries Holdings Limited, Harbin Humankind Biology
Technology Co., Limited, Heilongjiang Huimeijia Pharmaceutical Co., Ltd, and
Harbin Huimeijia Medicine Company. 

           
3.            
Administration. 

                       
3.1            
The Committee. The Plan shall be administered by the Committee.
If no such Committee is appointed, the Plan shall be administered by the
Board.

                       
3.2            
Plan Administration and Plan Rules. The Committee is authorized
to construe and interpret the Plan and to promulgate, amend and rescind rules
and regulations relating to the implementation, administration and maintenance
of the Plan. Subject to the terms and conditions of the Plan, the Committee
shall make all determinations necessary or advisable for the implementation,
administration and maintenance of the Plan, including, without limitation, (a)
selecting the Plan’s Participants, (b) making Awards in such amounts and form as
the Committee shall determine, (c) imposing such restrictions, terms and
conditions upon such Awards as the Committee shall deem appropriate, (d)
determining the denomination of any Award, including U.S. Dollars, Chinese
Renminbi or other local currency, and (e) correcting any technical defect(s) or
technical omission(s), or reconciling any technical inconsistency(ies), in the
Plan and/or any Award Agreement. The Committee may designate persons other than
members of the Committee to carry out the day-to-day ministerial administration
of the Plan under such conditions and limitations as it may prescribe, except
that the Committee shall not delegate its authority with regard to the selection
for participation in the Plan and/or the granting of any Awards to Participants.
The Committee’s determinations under the Plan need not be uniform and may be
made selectively among Participants, whether or not such Participants are
similarly situated. Any determination, decision or action of the Committee in
connection with the construction, interpretation, administration, implementation
or maintenance of the Plan shall be final, conclusive and binding upon all
Participants and any person(s) claiming under or through any Participants. The
Company shall effect the granting of Awards under the Plan, in accordance with
the determinations made by the Committee, by execution of written agreements
and/or other instruments in such form as is approved by the Committee. The
Committee may, in its sole discretion, delegate its authority to one or more
senior executive officers for the purpose of making Awards to Participants who
are not subject to Section 16 of the Exchange Act. 

                       
3.3            
Liability Limitation. Neither the Board nor the Committee, nor
any member of either, shall be liable for any act, omission, interpretation,
construction or determination made in good faith in connection with the Plan (or
any Award Agreement), and the members of the Board and the Committee shall be
entitled to indemnification and reimbursement by the Company in respect of any
claim, loss, damage or expense (including, without limitation, attorneys’ fees)
arising or resulting therefrom to the fullest extent permitted by law and/or
under any directors and officers liability insurance coverage which may be in
effect from time to time.

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3.4            
Jurisdictional Considerations. In order to assure the viability
of Awards granted to Participants employed in various jurisdictions, the
Committee may provide for such special terms as it may consider necessary or
appropriate to accommodate differences in local law, tax policy or custom
applicable in the jurisdiction in which the Participant resides or is employed.
Moreover, the Committee may approve such supplements to, or amendments,
restatements or alternative versions of, the Plan as it may consider necessary
or appropriate for such purposes without thereby affecting the terms of the Plan
as in effect for any other purpose; provided, however, that no
such supplements, amendments, restatements or alternatives versions shall
increase the share limitations contained within Section 4.2 of the Plan.
Notwithstanding the foregoing, the Committee may not take any actions hereunder,
and no Awards shall be granted, that would violate applicable laws, including,
without limitation, the laws of the United States and the PRC. 

           
4.            
Term of Plan/Common Stock Subject to Plan. 

                       
4.1            
Term. The Plan shall terminate on March 27, 2025, except
with respect to Awards then outstanding. After such date no further Awards shall
be granted under the Plan.

                       
4.2            
Common Stock. The maximum number of shares of Common
Stock in respect of which Awards may be granted or paid out under the Plan,
subject to adjustment as provided in Section 13.2 of the Plan, shall not exceed
6,000,000 shares. In the event of a change in the Common Stock of the Company
that is limited to a change in the designation thereof to “Capital Stock” or
other similar designation, or to a change in the par value thereof, or from par
value to no par value, without increase or decrease in the number of issued
shares, the shares resulting from any such change shall be deemed to be the
Common Stock for purposes of the Plan. Common Stock which may be issued under
the Plan may be either authorized and unissued shares or issued shares which
have been reacquired by the Company (in the open-market or in private
transactions) and which are being held as treasury shares. No fractional shares
of Common Stock shall be issued under the Plan. 

                       
4.3            
Computation of Available Shares. For the purpose of
computing the total number of shares of Common Stock available for Awards under
the Plan, there shall be counted against the limitations set forth in Section
4.2 of the Plan the maximum number of shares of Common Stock potentially subject
to issuance upon exercise or settlement of Awards granted under Sections 6 and 7
of the Plan, the number of shares of Common Stock issued under grants of
Restricted Shares pursuant to Section 8 of the Plan and the maximum number of
shares of Common Stock potentially issuable under grants or payments of
Performance Units pursuant to Section 9 of the Plan, in each case determined as
of the date on which such Awards are granted. If any Awards expire unexercised
or are forfeited, surrendered, cancelled, terminated or settled in cash in lieu
of Common Stock, the shares of Common Stock which were theretofore subject (or
potentially subject) to such Awards shall again be available for Awards under
the Plan to the extent of such expiration, forfeiture, surrender, cancellation,
termination or settlement of such Awards.

           
5.            
Eligibility. Individuals eligible for Awards under the
Plan shall consist of employees (including officers), directors and consultants,
or those who will become employees (including officers), directors and
consultants, of the Company and/or its Subsidiaries whose performance or contribution, in the sole discretion of the
Committee, benefits or will benefit the Company or any Subsidiary. 

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6.            
Stock Options. 

                       
6.1            
Terms and Conditions. Stock options granted under the
Plan shall be in respect of Common Stock and may be in the form of Incentive
Stock Options or Non-Qualified Stock Options (sometimes referred to collectively
herein as the “Stock Option(s))”. Such Stock Options shall be subject to the
terms and conditions set forth in this Section 6 and any additional terms and
conditions, not inconsistent with the express terms and provisions of the Plan,
as the Committee shall set forth in the relevant Award Agreement. 

                       
6.2            
Grant. Stock Options may be granted under the Plan in such form
as the Committee may from time to time approve. Stock Options may be granted
alone or in addition to other Awards under the Plan or in tandem with Stock
Appreciation Rights. Special provisions shall apply to Incentive Stock Options
granted to any employee who owns (within the meaning of Section 422(b)(6) of the
Code) more than ten percent (10%) of the total combined voting power of all
classes of stock of the Company or its parent corporation or any subsidiary of
the Company, within the meaning of Sections 424(e) and (f) of the Code (a “10%
Shareholder”). 

                       
6.3            
Exercise Price. The exercise price per share of Common Stock
subject to a Stock Option shall be determined by the Committee; provided,
however, that the exercise price of a Stock Option shall not be less than
one hundred percent (100%) of the Fair Market Value of the Common Stock on the
date of the grant of such Stock Option; provided, further,
however, that, in the case of a 10% Shareholder, the exercise price of an
Incentive Stock Option shall not be less than one hundred ten percent (110%) of
the Fair Market Value of the Common Stock on the date of grant. 

                       
6.4            
Term. The term of each Stock Option shall be such period of time
as is fixed by the Committee; provided, however, that the term of
any Incentive Stock Option shall not exceed ten (10) years (five (5) years, in
the case of a 10% Shareholder) after the date immediately preceding the date on
which the Incentive Stock Option is granted. 

                       
6.5            
Method of Exercise. A Stock Option may be exercised, in whole or
in part, by giving written notice of exercise to the Secretary of the Company,
or the Secretary’s designee, specifying the number of shares to be purchased.
Such notice shall be accompanied by payment in full of the exercise price in
cash, by certified check, bank draft, or money order payable to the order of the
Company, if permitted by the Committee in its sole discretion, by delivery of
shares of Common Stock satisfying such requirements as the Committee shall
establish, or through such other mechanism as the Committee shall permit, in its
sole discretion. Payment instruments shall be received by the Company subject to
collection. The proceeds received by the Company upon exercise of any Stock
Option may be used by the Company for general corporate purposes. Any portion of
a Stock Option that is exercised may not be exercised again.

                       
6.6            
Tandem Grants. If Non-Qualified Stock Options and Stock
Appreciation Rights are granted in tandem, as designated in the relevant Award
Agreements, the right of a Participant to exercise any such tandem Stock Option shall
terminate to the extent that the shares of Common Stock subject to such Stock
Option are used to calculate amounts or shares receivable upon the exercise of
the related tandem Stock Appreciation Right. 

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7.            
Stock Appreciation Rights. 

                       
7.1            
Terms and Conditions. The grant of Stock Appreciation Rights
under the Plan shall be subject to the terms and conditions set forth in this
Section 7 and any additional terms and conditions, not inconsistent with the
express terms and provisions of the Plan, as the Committee shall set forth in
the relevant Award Agreement. 

                       
7.2            
Stock Appreciation Rights. A Stock Appreciation Right is an
Award granted with respect to a specified number of shares of Common Stock
entitling a Participant to receive an amount equal to the excess of the Fair
Market Value of a share of Common Stock on the date of exercise over the Fair
Market Value of a share of Common Stock on the date of grant of the Stock
Appreciation Right, multiplied by the number of shares of Common Stock with
respect to which the Stock Appreciation Right shall have been exercised. 

                       
7.3            
Grant. A Stock Appreciation Right may be granted in addition to
any other Award under the Plan or in tandem with or independent of a
Non-Qualified Stock Option. 

                       
7.4            
Date of Exercisability. In respect of any Stock Appreciation
Right granted under the Plan, unless otherwise (a) determined by the Committee
(in its sole discretion) at any time and from time to time in respect of any
such Stock Appreciation Right, or (b) provided in the Award Agreement, a Stock
Appreciation Right may be exercised by a Participant, in accordance with and
subject to all of the procedures established by the Committee, in whole or in
part at any time and from time to time during its specified term. The Committee
may also provide, as set forth in the relevant Award Agreement and without
limitation, that some Stock Appreciation Rights shall be automatically exercised
and settled on one or more fixed dates specified therein by the Committee. 

                       
7.5            
Form of Payment. Upon exercise of a Stock Appreciation Right,
payment may be made in cash, in Restricted Shares or in shares of unrestricted
Common Stock, or in any combination thereof, as the Committee, in its sole
discretion, shall determine and provide in the relevant Award Agreement. 

                       
7.6            
Tandem Grant. The right of a Participant to exercise a
tandem Stock Appreciation Right shall terminate to the extent such Participant
exercises the Non-Qualified Stock Option to which such Stock Appreciation Right
is related. 

           
8.            
Restricted Shares. 

                       
8.1            
Terms and Conditions. Grants of Restricted Shares shall be
subject to the terms and conditions set forth in this Section 8 and any
additional terms and conditions, not inconsistent with the express terms and
provisions of the Plan, as the Committee shall set forth in the relevant Award
Agreement. Restricted Shares may be granted alone or in addition to any other
Awards under the Plan. Subject to the terms of the Plan, the Committee shall
determine the number of Restricted Shares to be granted to a Participant and
the Committee may provide or impose different terms and conditions on any
particular Restricted Share grant made to any Participant. With respect to each
Participant receiving an Award of Restricted Shares, there shall be issued a
stock certificate (or certificates) in respect of such Restricted Shares. Such
stock certificate(s) shall be registered in the name of such Participant, shall
be accompanied by a stock power duly executed by such Participant, and shall
bear, among other required legends, the following legend: 

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      “THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES OF
        STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING,
        WITHOUT LIMITATION, FORFEITURE EVENTS) CONTAINED IN THE CHINA HEALTH INDUSTRIES
        HOLDINGS, INC. 2015 EQUITY INCENTIVE PLAN AND AN AWARD AGREEMENT ENTERED INTO
        BETWEEN THE REGISTERED OWNER HEREOF AND CHINA HEALTH INDUSTRIES HOLDINGS, INC.
        (THE “COMPANY”). COPIES OF SUCH PLAN AND AWARD AGREEMENT ARE ON FILE AT THE
        PRINCPAL EXECUTIVE OFFICES OF THE COMPANY. THE COMPANY WILL FURNISH TO THE
        RECORDHOLDER OF THIS CERTIFICATE, WITHOUT CHARGE AND UPON WRITTEN REQUEST AT ITS
        PRINCIPAL EXECUTIVE OFFICES, A COPY OF SUCH PLAN AND AWARD AGREEMENT. THE
        COMPANY RESERVES THE RIGHT TO REFUSE TO RECORD THE TRANSFER OF THIS CERTIFICATE
        UNTIL ALL SUCH RESTRICTIONS ARE SATISFIED, ALL SUCH TERMS ARE COMPLIED WITH AND
        ALL SUCH CONDITIONS ARE SATISFIED.” 

    

  



Such stock certificate evidencing such shares shall, in the
sole discretion of the Committee, be deposited with and held in custody by the
Company until the restrictions thereon shall have lapsed and all of the terms
and conditions applicable to such grant shall have been satisfied. 

                       
8.2            
Restricted Share Grants. A grant of Restricted Shares is an
Award of shares of Common Stock granted to a Participant, subject to such
restrictions, terms and conditions as the Committee deems appropriate,
including, without limitation, (a) restrictions on the sale, assignment,
transfer, hypothecation or other disposition of such shares, (b) the requirement
that the Participant deposit such shares with the Company while such shares are
subject to such restrictions, and (c) the requirement that such shares be
forfeited upon termination of employment for specified reasons within a
specified period of time or for other reasons (including, without limitation,
the failure to achieve designated performance goals). 

                       
8.3            
Restriction Period. In accordance with Sections 8.1 and 8.2 of
the Plan and unless otherwise determined by the Committee (in its sole
discretion) at any time and from time to time, Restricted Shares shall only
become unrestricted and vested in the Participant in accordance with such
vesting schedule relating to such Restricted Shares, if any, as the Committee
may establish in the relevant Award Agreement (the “Restriction Period”). During
the Restriction Period, such stock shall be and remain unvested and a
Participant may not sell, assign, transfer, pledge, encumber or otherwise dispose of or
hypothecate such Award. Upon satisfaction of the vesting schedule and any other
applicable restrictions, terms and conditions, the Participant shall be entitled
to receive payment of the Restricted Shares or a portion thereof, as the case
may be, as provided in Section 8.4 of the Plan. 

7




                       
8.4            
Payment of Restricted Share Grants. After the
satisfaction and/or lapse of the restrictions, terms and conditions established
by the Committee in respect of a grant of Restricted Shares, a new certificate,
without the legend set forth in Section 8.1 of the Plan, for the number of
shares of Common Stock which are no longer subject to such restrictions, terms
and conditions shall, as soon as practicable thereafter, be delivered to the
Participant. In the event the shares are not registered with the U.S. Securities
and Exchange Commission, the new certificate shall bear a standard legend
pursuant to Securities Act of 1933 as in effect and as amended from time to
time.

                       
8.5            
Shareholder Rights. A Participant shall have, with
respect to the shares of Common Stock underlying a grant of Restricted Shares,
all of the rights of a shareholder of such stock, including the right to receive
all dividends or other distributions made or paid in respect of such Restricted
Shares and the right to vote Restricted Shares at regular or special meetings of
the stockholders of the Company (except as such rights are limited or restricted
under the Plan or in the relevant Award Agreement). Any stock dividends paid in
respect of unvested Restricted Shares shall be treated as additional Restricted
Shares and shall be subject to the same restrictions and other terms and
conditions that apply to the unvested Restricted Shares in respect of which such
stock dividends are issued. 

           
9.            
Performance Units. 

                       
9.1            
Terms and Conditions. Performance Units shall be subject to the
terms and conditions set forth in this Section 9 and any additional terms and
conditions, not inconsistent with the express provisions of the Plan, as the
Committee shall set forth in the relevant Award Agreement. 

                       
9.2            
Performance Unit Grants. A Performance Unit is an Award
of units (with each unit representing such monetary amount as is designated by
the Committee in the Award Agreement) granted to a Participant, subject to such
terms and conditions as the Committee deems appropriate, including, without
limitation, the requirement that the Participant forfeit such units (or a
portion thereof) in the event certain performance criteria or other conditions
are not met within a designated period of time. 

                       
9.3            
Grants. Performance Units may be granted alone or in
addition to any other Awards under the Plan. Subject to the terms of the Plan,
the Committee shall determine the number of Performance Units to be granted to a
Participant and the Committee may impose different terms and conditions on any
particular Performance Units granted to any Participant. 

                       
9.4            
Performance Goals and Performance Periods. Participants
receiving a grant of Performance Units shall only earn into and be entitled to
payment in respect of such Awards if the Company and/or the Participant achieves
certain performance goals (the “Performance Goals”) during and in respect of a
designated performance period (the “Performance Period”). The Performance Goals and the
Performance Period shall be established by the Committee, in its sole
discretion. The Committee shall establish Performance Goals for each Performance
Period prior to, or as soon as practicable after, the commencement of such
Performance Period. The Committee shall also establish a schedule or schedules
for Performance Units setting forth the portion of the Award which will be
earned or forfeited based on the degree of achievement, or lack thereof, of the
Performance Goals at the end of the relevant Performance Period. In setting
Performance Goals, the Committee may use, but shall not be limited to, such
measures as total shareholder return, return on equity, net earnings growth,
sales or revenue growth, cash flow, comparisons to peer companies, individual or
aggregate Participant performance or such other measure or measures of
performance as the Committee, in its sole discretion, may deem appropriate. Such
performance measures shall be defined as to their respective components and
meaning by the Committee (in its sole discretion). During any Performance
Period, the Committee shall have the authority to adjust the Performance Goals
and/or the Performance Period in such manner as the Committee, in its sole
discretion, deems appropriate at any time and from time to time. 

8




                       
9.5            
Payment of Units. With respect to each Performance Unit, the
Participant shall, if the applicable Performance Goals have been achieved, or
partially achieved, as determined by the Committee in its sole discretion, by
the Company and/or the Participant during the relevant Performance Period, be
entitled to receive payment in an amount equal to the designated value of each
Performance Unit times the number of such units so earned. Payment in settlement
of earned Performance Units shall be made as soon as practicable following the
conclusion of the respective Performance Period in cash, in unrestricted Common
Stock, or in Restricted Shares, or in any combination thereof, as the Committee
in its sole discretion, shall determine and provide in the relevant Award
Agreement. 

           
10.            
Other Provisions.

                       
10.1            
Performance-Based Awards. Performance Units, Restricted
Shares, and other Awards subject to performance criteria that are intended to be
“qualified performance-based compensation” within the meaning of section 162(m)
of the Code shall be paid solely on account of the attainment of one or more
preestablished, objective performance goals within the meaning of section 162(m)
and the regulations thereunder. Until otherwise determined by the Committee, the
performance goals shall be the attainment of preestablished levels of any of net
income, market price per share, earnings per share, return on equity, return on
capital employed and/or cash flow, or EBITDA. The payout of any such Award to a
Covered Employee may be reduced, but not increased, based on the degree of
attainment of other performance criteria or otherwise at the discretion of the
Committee. For purposes of the Plan, “Covered Employee” has the same meaning as
set forth in Section 162(m) of the Code. 

                       
10.2            
Maximum Yearly Awards. The maximum annual Common Stock
amounts in this Section 10.3 are subject to adjustment under Section 13.2 and
are subject to the Plan maximum under Section 4.2. 

                                   
10.2.1 Performance-Based Awards. The maximum amount
payable in respect of Performance Units, performance-based Restricted Shares and
other Awards in any calendar year may not exceed
500,000 shares of Common Stock (or the then equivalent Fair Market Value
thereof) in the case of any individual Participant. 

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10.2.2 Stock Options and SARs. Each individual
Participant may not receive in any calendar year Awards of Options or Stock
Appreciation Rights exceeding 500,000 underlying shares of Common Stock. 

           
11.            
Dividend Equivalents. In addition to the provisions of Section
8.5 of the Plan, Awards of Stock Options, and/or Stock Appreciation Rights, may,
in the sole discretion of the Committee and if provided for in the relevant
Award Agreement, earn dividend equivalents. In respect of any such Award which
is outstanding on a dividend record date for Common Stock, the Participant shall
be credited with an amount equal to the amount of cash or stock dividends that
would have been paid on the shares of Common Stock covered by such Award had
such covered shares been issued and outstanding on such dividend record date.
The Committee shall establish such rules and procedures governing the crediting
of such dividend equivalents, including, without limitation, the amount, the
timing, form of payment and payment contingencies and/or restrictions of such
dividend equivalents, as it deems appropriate or necessary. 

           
12.            
Non-transferability of Awards. Unless otherwise provided in the
Award Agreement, no Award under the Plan or any Award Agreement, and no rights
or interests herein or therein, shall or may be assigned, transferred, sold,
exchanged, encumbered, pledged, or otherwise hypothecated or disposed of by a
Participant or any beneficiary(ies) of any Participant, except by testamentary
disposition by the Participant or the laws of intestate succession. No such
interest shall be subject to execution, attachment or similar legal process,
including, without limitation, seizure for the payment of the Participant’s
debts, judgments, alimony, or separate maintenance. Unless otherwise provided in
the Award Agreement, during the lifetime of a Participant, Stock Options and
Stock Appreciation Rights are exercisable only by the Participant. 

           
13.            
Changes in Capitalization and Other Matters. 

                       
13.1 No Corporate Action Restriction. The existence of
the Plan, any Award Agreement and/or the Awards granted hereunder shall not
limit, affect or restrict in any way the right or power of the Board or the
shareholders of the Company to make or authorize (a) any adjustment,
recapitalization, reorganization or other change in the Company’s or any
Subsidiary’s capital structure or its business, (b) any merger, consolidation or
change in the ownership of the Company or any Subsidiary, (c) any issue of
bonds, debentures, capital, preferred or prior preference stocks ahead of or
affecting the Company’s or any Subsidiary’s capital stock or the rights thereof,
(d) any dissolution or liquidation of the Company or any Subsidiary, (e) any
sale or transfer of all or any part of the Company’s or any Subsidiary’s assets
or business, or (f) any other corporate act or proceeding by the Company or any
Subsidiary. No Participant, beneficiary or any other person shall have any claim
against any member of the Board or the Committee, the Company or any Subsidiary,
or any employees, officers, shareholders or agents of the Company or any
subsidiary, as a result of any such action. 

                       
13.2 Recapitalization Adjustments. In the event that the
Board determines that any dividend or other distribution (whether in the form of
cash, Common Stock, other securities, or other property), recapitalization, stock split,
reverse stock split, reorganization, merger, consolidation, split-up, spin-off,
combination, repurchase, or exchange of Common Stock or other securities of the
Company, or other corporate transaction or event affects the Common Stock such
that an adjustment is determined by the Board, in its sole discretion, to be
necessary or appropriate in order to prevent dilution or enlargement of benefits
or potential benefits intended to be made available under the Plan, the Board
may, in such manner as it in good faith deems equitable, adjust any or all of
(i) the number of shares of Common Stock or other securities of the Company (or
number and kind of other securities or property) with respect to which Awards
may be granted, (ii) the number of shares of Common Stock or other securities of
the Company (or number and kind of other securities or property) subject to
outstanding Awards, and (iii) the exercise price with respect to any Stock
Option, or make provision for an immediate cash payment to the holder of an
outstanding Award in consideration for the cancellation of such Award. 

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                         13.3
Mergers. If the Company enters into or is
involved in any merger, reorganization, recapitalization, sale of all or
substantially all of the Company’s assets, liquidation, or business combination
with any person or entity (such merger, reorganization, recapitalization, sale
of all or substantially all of the Company’s assets, liquidation, or business
combination to be referred to herein as a "Merger Event"), the Board may take
such action as it deems appropriate, including, but not limited to, replacing
such Stock Options and/or Stock Appreciation Rights with substitute stock
options and/or stock appreciation rights in respect of the shares, other
securities or other property of the surviving corporation or any affiliate of
the surviving corporation on such terms and conditions, as to the number of
shares, pricing and otherwise, which shall substantially preserve the value,
rights and benefits of any affected Stock Options or Stock Appreciation Rights
granted hereunder as of the date of the consummation of the Merger Event.
Notwithstanding anything to the contrary in the Plan, if any Merger Event
occurs, the Company shall have the right, but not the obligation, to cancel each
Participant's Stock Options and/or Stock Appreciation Rights and to pay to each
affected Participant in connection with the cancellation of such Participant's
Stock Options and/or Stock Appreciation Rights, an amount equal to the excess of
the Fair Market Value, as determined by the Board, of the Common Stock
underlying any unexercised Stock Options or Stock Appreciation Rights (whether
then exercisable or not) over the aggregate exercise price of such unexercised
Stock Options and/or Stock Appreciation Rights. 

Upon receipt by any affected Participant of any such substitute
stock options, stock appreciation rights (or payment) as a result of any such
Merger Event, such Participant’s affected Stock Options and/or Stock
Appreciation Rights for which such substitute options and/or stock appreciation
rights (or payment) were received shall be thereupon cancelled without the need
for obtaining the consent of any such affected Participant.

           
14.            
Amendment, Suspension and Termination. 

                       
14.1 In General. The Board may suspend or terminate the
Plan (or any portion thereof) at any time and may amend the Plan at any time and
from time to time in such respects as the Board may deem advisable to insure
that any and all Awards conform to or otherwise reflect any change in applicable
laws or regulations, or to permit the Company or the Participants to benefit
from any change in applicable laws or regulations, or in any other respect the
Board may deem to be in the best interests of the Company or any
Subsidiary. No such amendment, suspension or termination shall (x) materially
adversely effect the rights of any Participant under any outstanding Stock
Options, Stock Appreciation Rights, Performance Units, or Restricted Share
grants, without the consent of such Participant, or (y) increase the number of
shares available for Awards pursuant to Section 4.2 or increase the Maximum
Yearly Awards under Section 10.2 or change the performance criteria listed in
Section 10.1, without shareholder approval; provided, however,
that the Board may amend the Plan, without the consent of any Participants, in
any way it deems appropriate to satisfy Code Section 409A and any regulations or
other authority promulgated thereunder, including any amendment to the Plan to
cause certain Awards not to be subject to Code Section 409A. 

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14.2 Award Agreement Modifications. The Committee may
(in its sole discretion) amend or modify at any time and from time to time the
terms and provisions of any outstanding Stock Options, Stock Appreciation
Rights, Performance Units, or Restricted Share grants, in any manner to the
extent that the Committee under the Plan or any Award Agreement could have
initially determined the restrictions, terms and provisions of such Stock
Options, Stock Appreciation Rights, Performance Units, and/or Restricted Share
grants, including, without limitation, changing or accelerating (a) the date or
dates as of which such Stock Options or Stock Appreciation Rights shall become
exercisable, (b) the date or dates as of which such Restricted Share grants
shall become vested, or (c) the performance period or goals in respect of any
Performance Units. No such amendment or modification shall, however, materially
adversely affect the rights of any Participant under any such Award without the
consent of such Participant; provided, however, that the Committee
may amend an Award without the consent of the Participant, in any way it deems
appropriate to satisfy Code Section 409A and any regulations or other authority
promulgated thereunder, including any amendment to or modification of such Award
to cause such Award not to be subject to Code Section 409A.

           
15.            
Miscellaneous. 

                       
15.1 Tax Withholding. The Company shall have the right
to deduct from any payment or settlement under the Plan, including, without
limitation, the exercise of any Stock Option or Stock Appreciation Right, or the
delivery, transfer or vesting of any Common Stock or Restricted Shares, any
federal, state, local or other taxes of any kind, including without limitation,
taxes required to be withheld under the tax laws, rules, regulations and
governmental orders of the PRC, which the Committee, in its sole discretion,
deems necessary to be withheld to comply with the Code and/or any other
applicable law, rule or regulation. Shares of Common Stock may be used to
satisfy any such tax withholding. Such Common Stock shall be valued based on the
Fair Market Value of such stock as of the date the tax withholding is required
to be made, such date to be determined by the Committee. In addition, the
Company shall have the right to require payment from a Participant to cover any
applicable withholding or other employment taxes due upon any payment or
settlement under the Plan. 

                       
15.2 No Right to Employment. Neither the adoption of the
Plan, the granting of any Award, nor the execution of any Award Agreement, shall
confer upon any employee of the Company or any Subsidiary any right to continued
employment with the Company or any Subsidiary, as the case may be, nor shall it
interfere in any way with the right, if any, of the Company or any Subsidiary to terminate the employment of any
employee at any time for any reason. 

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15.3 Unfunded Plan. The Plan shall be unfunded and the
Company shall not be required to segregate any assets in connection with any
Awards under the Plan. Any liability of the Company to any person with respect
to any Award under the Plan or any Award Agreement shall be based solely upon
the contractual obligations that may be created as a result of the Plan or any
such award or agreement. No such obligation of the Company shall be deemed to be
secured by any pledge of, encumbrance on, or other interest in, any property or
asset of the Company or any Subsidiary. Nothing contained in the Plan or any
Award Agreement shall be construed as creating in respect of any Participant (or
beneficiary thereof or any other person) any equity or other interest of any
kind in any assets of the Company or any Subsidiary or creating a trust of any
kind or a fiduciary relationship of any kind between the Company, any Subsidiary
and/or any such Participant, any beneficiary thereof or any other person. 

                       
15.4 Payments to a Trust. The Committee is authorized to
cause to be established a trust agreement or several trust agreements or similar
arrangements from which the Committee may make payments of amounts due or to
become due to any Participants under the Plan. 

                       
15.5 Other Company Benefit and Compensation Programs.
Payments and other benefits received by a Participant under an Award
made pursuant to the Plan shall not be deemed a part of a Participant’s
compensation for purposes of the determination of benefits under any other
employee welfare or benefit plans or arrangements, if any, provided by the
Company or any Subsidiary unless expressly provided in such other plans or
arrangements, or except where the Board expressly determines in writing that
inclusion of an Award or portion of an Award should be included to accurately
reflect competitive compensation practices or to recognize that an Award has
been made in lieu of a portion of competitive annual base salary or other cash
compensation. Awards under the Plan may be made in addition to, in combination
with, or as alternatives to, grants, awards or payments under any other plans or
arrangements of the Company or its Subsidiaries. The existence of the Plan
notwithstanding, the Company or any Subsidiary may adopt such other compensation
plans or programs and additional compensation arrangements as it deems necessary
to attract, retain and motivate employees. 

                       
15.6 Listing, Registration and Other Legal Compliance.No Awards or shares of the Common Stock shall be required to be issued
or granted under the Plan unless legal counsel for the Company shall be
satisfied that such issuance or grant will be in compliance with all applicable
federal, state or other securities laws and regulations and any other applicable
laws or regulations. The Committee may require, as a condition of any payment or
share issuance, that certain agreements, undertakings, representations,
certificates, and/or information, as the Committee may deem necessary or
advisable, be executed or provided to the Company to assure compliance with all
such applicable laws or regulations. Certificates for shares of the Restricted
Shares and/or Common Stock delivered under the Plan may be subject to such
stock-transfer orders and such other restrictions as the Committee may deem
advisable under the rules, regulations, or other requirements of the Securities
and Exchange Commission, any stock exchange upon which the Common Stock, or any
depositary receipt evidencing an interest in Common Stock, is then listed, and
any applicable federal, state or other securities law. In addition, if, at any time specified herein (or in any Award
Agreement or otherwise) for (a) the making of any Award, or the making of any
determination, (b) the issuance or other distribution of Restricted Shares
and/or Common Stock, or (c) the payment of amounts to or through a Participant
with respect to any Award, any law, rule, regulation or other requirement of any
governmental authority or agency shall require either the Company, any
Subsidiary or any Participant (or any estate, designated beneficiary or other
legal representative thereof) to take any action in connection with any such
determination, any such shares to be issued or distributed, any such payment, or
the making of any such determination, as the case may be, shall be deferred
until such required action is taken. With respect to persons subject to Section
16 of the Exchange Act, transactions under the Plan are intended to comply with
all applicable conditions of SEC Rule 16b-3.

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15.7 Award Agreements. Each Participant receiving an
Award under the Plan shall enter into an Award Agreement with the Company in a
form specified by the Committee. Each such Participant shall agree to the
restrictions, terms and conditions of the Award set forth therein and in the
Plan. 

                       
15.8 Designation of Beneficiary. Each Participant to
whom an Award has been made under the Plan may designate a beneficiary or
beneficiaries to exercise any option or to receive any payment which under the
terms of the Plan and the relevant Award Agreement may become exercisable or
payable on or after the Participant’s death. At any time, and from time to time,
any such designation may be changed or cancelled by the Participant without the
consent of any such beneficiary. Any such designation, change or cancellation
must be on a form provided for that purpose by the Committee and shall not be
effective until received by the Committee. If no beneficiary has been designated
by a deceased Participant, or if the designated beneficiaries have predeceased
the Participant, the beneficiary shall be the Participant’s estate. If the
Participant designates more than one beneficiary, any payments under the Plan to
such beneficiaries shall be made in equal shares unless the Participant has
expressly designated otherwise, in which case the payments shall be made in the
shares designated by the Participant. 

                       
15.9 Leaves of Absence/Transfers. The Committee shall
have the power to promulgate rules and regulations and to make determinations,
as it deems appropriate, under the Plan in respect of any leave of absence from
the Company or any Subsidiary granted to a Participant. Without limiting the
generality of the foregoing, the Committee may determine whether any such leave
of absence shall be treated as if the Participant has terminated employment with
the Company or any such Subsidiary. If a Participant transfers within the
Company, or to or from any Subsidiary, such Participant shall not be deemed to
have terminated employment as a result of such transfers. 

                       
15.10 Designated Participants.

                                   
15.10.1            
Designation of Participant, Appointment of Trustee. If the
Committee determines in its sole discretion that an appointment is necessary or
desirable to comply with the regulatory requirements in the PRC, it may appoint
the Company, a Subsidiary, or any other institution or organization registered
outside of the PRC (a “Trustee”) to hold the interest and exercise the rights
granted under the Plan of any Participant (a “Designated Participant”) who
either is a national of and ordinarily resident in the PRC or is otherwise
designated by the Committee as a Designated Participant. In relation to any such
appointment, the Trustee will undertake to do the following for and on behalf of
the Designated Participant, subject at all times to the Committee’s supervision: 

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(i)            
execute the relevant Award Agreement with the Company; 

                                   
(ii)            
hold the Award (a “Designated Award”) for the benefit of the Designated
Participant; 

                                    (iii)            
take such actions as the Designated Participant may instruct from time to time
in connection with the Designated Award or otherwise in relation to the
Designated Participant’s beneficial interest under the Plan or under the Award
Agreement, including taking such actions as may be necessary to exercise the
Designated Award under the terms of the Plan; and 

                                   
(iv)            
after deducting its costs, fees and expenses as contemplated under subsection
15.10.4, hold, or at the Designated Participant’s direction remit to the
Designated Participant, the net proceeds of sales or other transactions
involving the Designated Award or, as applicable, shares of Common Stock
underlying such Award. 

                       
15.10.2            
Restrictions on Method of Exercise. Without limiting the
scope of its authorities under the Plan, the Committee may at any time impose
restrictions on the method of exercise of Designated Award, such that upon
exercise of the Designated Award, the Designated Participant (or the Trustee
action on the Designated Participant’s behalf) does not receive shares of Common
Stock and receives only cash, in the amount and denomination determined by the
Committee. 

                       
15.10.3            
Termination of Appointment of Trustee. An appointment of
a Trustee pursuant to the terms of the Plan to hold the interest and exercise
the rights for the benefit of the Designated Participant shall terminate at such
time as the Committee determines in its sole discretion that such appointment is
no longer necessary or desirable in order to comply with regulatory requirements
in the PRC. 

                       
15.10.4            
Trustee Expenses. The Trustee may deduct from the proceeds of
sales or other transactions involving the Designated Award or, as applicable,
shares of Common Stock underlying such Award, any costs, fees and expenses of
the Trustee in relation to its appointment under this Section. The Trustee will,
under no circumstances, otherwise require the Designated Participant to
compensate it for any of its costs, fees, expenses or losses. 

                       
15.11 Code Section 409A. This Plan and all Awards
hereunder are intended to comply with the requirements of Code Section 409A and
any regulations or other authority promulgated thereunder. Notwithstanding any
provision of the Plan or any Award Agreement to the contrary, the Board and the
Committee reserve the right (without the consent of any Participant and without any obligation to do so or to indemnify
any Participant or the beneficiaries of any Participant for any failure to do
so) to amend this Plan and/or any Award Agreement as and when necessary or
desirable to conform to or otherwise properly reflect any guidance issued under
Code Section 409A after the date hereof without violating Code Section 409A. In
the event that any payment or benefit made hereunder would constitute payments
or benefits pursuant to a non-qualified deferred compensation plan within the
meaning of Code Section 409A and, at the time of a Participant‘s “separation
from service”, such Participant is a “specified employee” within the meaning of
Code Section 409A, then any such payments or benefits shall be delayed until the
six-month anniversary of the date of such Participant’s “separation from
service”. Each payment made under this Plan shall be designated as a “separate
payment” within the meaning of Code Section 409A. 

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15.12 Governing Law. The Plan and all actions taken
thereunder shall be governed by and construed in accordance with the laws of the
State of Delaware, without reference to the principles of conflict of laws
thereof. Any titles and headings herein are for reference purposes only, and
shall in no way limit, define or otherwise affect the meaning, construction or
interpretation of any provisions of the Plan. 

                       
15.13 Effective Date. The Plan shall be effective upon
its approval by the Board and adoption by the Company.

           
IN WITNESS WHEREOF, this Plan is adopted by the Company on this 27th
day of March, 2015. 

CHINA HEALTH INDUSTRIES HOLDINGS,
INC.

 

By:    
 /s/ Xin
Sun                                                           
 
Name: Xin Sun 
Title:   Chief Executive Officer



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