Exhibit 10.2


 


ZST DIGITAL NETWORKS, INC. 


 


NOTICE OF RESTRICTED SHARES GRANT


 


	Grantee Name:	Bo Zhong	 
	Address:	c/o ZST Digital Networks, Inc., ITC Kung Kuan, No. 206 Tongbai Road,
	3rd Floor, No.2 Building, Zhengzhou City, Henan Province, China 450007


 


You have been granted
Restricted Shares subject to the terms and conditions of the attached Restricted Shares Grant Agreement, as follows:


 


	Date of Grant:	July 10, 2012
	 	 
	Vesting Commencement Date:	July 10, 2012
	 	 
	Exercise Price per Share:	0
	 	 
	Total Number of Shares Granted:	800,000
	 	 
	Total Purchase Price:	0
	 	 
	Agreement Date	July 10, 2012


 


Vesting Schedule:
                               Three
Hundred Thousand (300,000) Restricted Shares shall vest immediately on the Date of Grant and the remaining Five Hundred Thousand
(500,000) shall vest in equal installments on a quarterly basis over a five-year period as set forth in the following table. Notwithstanding
the foregoing, the Restricted Shares will become fully vested upon a Change in Control.


 



    	 



    	 



    

 


	Date of Vesting	 	Cumulative Amount Vested	 
	 	 	 	 
	9/30/2012	 	 	25,000	 
	 	 	 	 	 
	12/31/2012	 	 	50,000	 
	 	 	 	 	 
	3/31/2013	 	 	75,000	 
	 	 	 	 	 
	6/30/2013	 	 	100,000	 
	 	 	 	 	 
	9/30/2013	 	 	125,000	 
	 	 	 	 	 
	12/31/2013	 	 	150,000	 
	 	 	 	 	 
	3/31/2014	 	 	175,000	 
	 	 	 	 	 
	6/30/2014	 	 	200,000	 
	 	 	 	 	 
	9/30/2014	 	 	225,000	 
	 	 	 	 	 
	12/31/2014	 	 	250,000	 
	 	 	 	 	 
	3/31/2015	 	 	275,000	 
	 	 	 	 	 
	6/30/2015	 	 	300,000	 
	 	 	 	 	 
	9/30/2015	 	 	325,000	 
	 	 	 	 	 
	12/31/2015	 	 	350,000	 
	 	 	 	 	 
	3/31/2016	 	 	375,000	 
	 	 	 	 	 
	6/30/2016	 	 	400,000	 
	 	 	 	 	 
	9/30/2016	 	 	425,000	 
	 	 	 	 	 
	12/31/2016	 	 	450,000	 
	 	 	 	 	 
	3/31/2017	 	 	475,000	 
	 	 	 	 	 
	6/30/2017	 	 	500,000	 



 



    	2



    	 



    

 


ZST DIGITAL NETWORKS, INC. 


 


RESTRICTED SHARES GRANT AGREEMENT


 


This RESTRICTED
SHARES GRANT AGREEMENT (this “Agreement”), dated as of the Agreement Date specified on the Notice of Restricted
Shares Grant is made by and between ZST Digital Networks, Inc., a Delaware corporation (the “Company”), and
the grantee named in the Notice of Restricted Shares Grant (the “Grantee,” which term as used herein
shall be deemed to include any successor to Grantee by will or by the laws of descent and distribution, unless the context shall
otherwise require).


 


BACKGROUND


 


Pursuant to the terms
and conditions of that certain Employment Agreement between the Company and Grantee, as amended on May 29, 2012 and July 10, 2012
(the “Amended Employment Agreement”), the Company has approved the issuance to Grantee, effective as of the
date set forth above, of an award of the number of shares of common stock, par value $0.0001 per share of the Company (the “Restricted
Shares”) as is set forth in the attached Notice of Restricted Shares Grant (which is expressly incorporated herein and
made a part hereof, the “Notice of Restricted Shares Grant”) at the purchase price per share of Restricted Shares,
if any, set forth in the attached Notice of Restricted Shares Grant, upon the terms and conditions hereinafter set forth.


 


NOW, THEREFORE,
in consideration of the mutual premises and undertakings hereinafter set forth, the parties agree as follows:


 


1.     
     Grant and Purchase of Restricted Shares. The Company hereby grants to Grantee,
and Grantee hereby accepts the number of Restricted Shares set forth in the Notice of Restricted Shares Grant, subject to the
payment by Grantee of the total purchase price, if any, set forth in the Notice of Restricted Shares Grant.


 


2.      
    Stockholder Rights. 


 


(a)          Voting
Rights. Until such time as all or any part of the Restricted Shares are forfeited to the Company under this Agreement, if ever,
Grantee (or any successor in interest) has the rights of a stockholder, including voting rights, with respect to the Restricted
Shares subject, however, to the transfer restrictions or any other restrictions set forth in this Agreement.


 


(b)          Dividends
and Other Distributions. During the period during which Restricted Shares are subject to forfeiture or restrictions on transfer
pursuant to this Agreement, Grantee holding Restricted Shares is entitled to all regular cash dividends or other distributions
paid with respect to all Restricted Shares while they are so held. If any such dividends or distributions are paid in shares of
Company common stock, such shares will be subject to the same restrictions on transferability and forfeitability as the Restricted
Shares with respect to which they were paid.


 



    	3



    	 



    

 


3.     
     Vesting of Restricted Shares.


 


(a)          The
Restricted Shares are restricted and subject to forfeiture until vested. The Restricted Shares which have vested and are no longer
subject to forfeiture are referred to as “Vested Shares.” All Restricted Shares which have not become Vested
Shares are referred to as “Nonvested Shares.”


 


(b)          Restricted
Shares will vest and become nonforfeitable in accordance with the vesting schedule contained in the Notice of Restricted Shares
Grant except that 100% of Grantee’s Nonvested Shares will vest in full upon a Change in Control.


 


(c)          Definitions.
For purposes of this Agreement and the Notice of Restricted Shares Grant, capitalized terms have the following meanings:


 


(i)          “Cause”
has the meaning ascribed to such term or words of similar import in Grantee’s written employment or service contract with
the Company or its subsidiaries and, in the absence of such agreement or definition, means Grantee’s (i) conviction
of, or plea of nolo contendere to, a felony or crime involving moral turpitude; (ii) fraud on or misappropriation of any funds
or property of the Company or its subsidiaries, or any affiliate, customer or vendor; (iii) personal dishonesty, incompetence,
willful misconduct, willful violation of any law, rule or regulation (other than minor traffic violations or similar offenses),
or breach of fiduciary duty which involves personal profit; (iv) willful misconduct in connection with Grantee’s duties
or willful failure to perform Grantee’s responsibilities in the best interests of the Company or its subsidiaries; (v) illegal
use or distribution of drugs; (vi) violation of any rule, regulation, procedure or policy of the Company or its subsidiaries;
or (vii) breach of any provision of any employment, non-disclosure, non-competition, non-solicitation or other similar agreement
executed by Grantee for the benefit of the Company or its subsidiaries, all as determined by the Board of Directors of the Company,
which determination will be conclusive.


 


(ii)         “Change
in Control” means the occurrence of any of the following events:


 


1)          Any
“person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (the “Exchange
Act”)) becomes the "beneficial owner" (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly,
of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company's then
outstanding voting securities; provided however, that for purposes of this subsection 1) any acquisition of securities directly
from the Company shall not constitute a Change in Control; or


 


2)          The
consummation of the sale or disposition by the Company of all or substantially all of the Company's assets;


 


3)          A
change in the composition of the Board of Directors of the Company (the “Board”) occurring within a two-year
period, as a result of which fewer than a majority of the directors are Incumbent Directors. “Incumbent Directors”
means directors who either (A) are members of the Board as of the date of this Agreement, or (B) are elected, or nominated for
election, to the Board with the affirmative votes of at least a majority of the Incumbent Directors at the time of such election
or nomination (but will not include an individual whose election or nomination is in connection with an actual or threatened proxy
contest relating to the election of directors to the Company); or


 



    	4



    	 



    

 


4)          The
consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which
would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining
outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of
the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately
after such merger or consolidation.


 


For avoidance
of doubt, a transaction will not constitute a Change in Control if: (i) its sole purpose is the change the state of the Company’s
incorporation, or (ii) its sole purpose is to create a holding company that will be owned in substantially the same proportions
by the persons who held the Company’s securities immediately before such transaction.


 


(iii)        “Retirement”
means Grantee’s retirement from Company employ at age 65 as determined in accordance with the policies of the Company or
its subsidiaries in good faith by the Board of Directors of the Company, which determination will be final and binding on all parties
concerned.


 


(d)          Nonvested
Shares may not be sold, transferred, assigned, pledged, or otherwise disposed of, directly or indirectly, whether by operation
of law or otherwise. The restrictions set forth in this Section will terminate upon a Change in Control.


 


4.       
   Forfeiture of Nonvested Shares. Except as provided herein, if Grantee's service with the
Company ceases for any reason other than Grantee’s (a) death, (b) Disability, (c) Retirement, or (d) termination by the
Company without Cause, any Nonvested Shares will be automatically forfeited to the Company.


 


(a)          Legend.
Each certificate representing Restricted Shares granted pursuant to the Notice of Restricted Shares Grant may bear a legend substantially
as follows:


 


“The
sale or other transfer of the shares represented by this certificate, whether voluntary, involuntary or by operation of law, is
subject to certain restrictions on transfer as set forth in a Restricted Share Grant Agreement dated july 10, 2012. transfer of
these shares may be made only in compliance with the provisions of said agreement, a copy of which may be obtained from the company.”


 



    	5



    	 



    

 


(b)          Escrow
of Nonvested Shares. The Company has the right to retain the certificates representing Nonvested Shares in the Company’s
possession until such time as all restrictions applicable to such shares have been satisfied.


 


(c)          Removal
of Restrictions. Grantee is entitled to have the legend removed from certificates representing Vested Shares.


 


5.    
      Recapitalizations, Exchanges, Mergers, Etc. The provisions of this
Agreement apply to the full extent set forth herein with respect to any and all shares of capital stock of the Company or
successor of the Company which may be issued in respect of, in exchange for, or in substitution for the Restricted Shares by
reason of any stock dividend, split, reverse split, combination, recapitalization, reclassification, merger, consolidation or
otherwise which does not terminate this Agreement. Except as otherwise provided herein, this Agreement is not intended to
confer upon any other person except the parties hereto any rights or remedies hereunder.


 


6.        
  Grantee Representations.


 


Grantee represents to the Company the following:


 


(a)          Restrictions
on Transfer. Grantee acknowledges that the Restricted Shares to be issued to Grantee must be held indefinitely unless subsequently
registered and qualified under the Securities Act or unless an exemption from registration and qualification is otherwise available.
In addition, Grantee understands that the certificate representing the Restricted Shares will be imprinted with a legend which
prohibits the transfer of such Restricted Shares unless they are sold in a transaction in compliance with the Securities Act or
are registered and qualified or such registration and qualification are not required in the opinion of counsel acceptable to the
Company.


 


(b)          Relationship
to the Company; Experience. Grantee either has a preexisting business or personal relationship with the Company or any of its
officers, directors or controlling persons or, by reason of Grantee’s business or financial experience or the business or
financial experience of Grantee’s personal representative(s), if any, who are unaffiliated with and who are not compensated
by the Company or any affiliate or selling agent, directly or indirectly, has the capacity to protect Grantee’s own interests
in connection with Grantee’s acquisition of the Restricted Shares to be issued to Grantee hereunder. Grantee and/or Grantee’s
personal representative(s) have such knowledge and experience in financial, tax and business matters to enable Grantee and/or them
to utilize the information made available to Grantee and/or them in connection with the acquisition of the Restricted Shares to
evaluate the merits and risks of the prospective investment and to make an informed investment decision with respect thereto.


 


(c)          Grantee’s
Liquidity. In reaching the decision to invest in the Restricted Shares, Grantee has carefully evaluated Grantee’s financial
resources and investment position and the risks associated with this investment, and Grantee acknowledges that Grantee is able
to bear the economic risks of the investment. Grantee (i) has adequate means of providing for Grantee’s current needs
and possible personal contingencies, (ii) has no need for liquidity in Grantee’s investment, (iii) is able to bear
the substantial economic risks of an investment in the Restricted Shares for an indefinite period and (iv) at the present
time, can afford a complete loss of such investment. Grantee’s commitment to investments which are not readily marketable
is not disproportionate to Grantee’s net worth and Grantee’s investment in the Restricted Shares will not cause Grantee’s
overall commitment to become excessive.


 



    	6



    	 



    

 


(d)          Access
to Data. Grantee acknowledges that during the course of this transaction and before deciding to acquire the Restricted Shares,
Grantee has been provided with financial and other written information about the Company. Grantee has been given the opportunity
by the Company to obtain any information and ask questions concerning the Company, the Restricted Shares, and Grantee’s investment
that Grantee felt necessary; and to the extent Grantee availed himself of that opportunity, Grantee has received satisfactory information
and answers concerning the business and financial condition of the Company in response to all inquiries in respect thereof.


 


(e)          Risks.
Grantee acknowledges and understands that (i) an investment in the Company constitutes a high risk, (ii) the Restricted
Shares are highly speculative, and (iii) there can be no assurance as to what investment return, if any, there may be. Grantee
is aware that the Company may issue additional securities in the future which could result in the dilution of Grantee’s ownership
interest in the Company.


 


(f)          Valid
Agreement. This Agreement when executed and delivered by Grantee will constitute a valid and legally binding obligation of
Grantee which is enforceable in accordance with its terms.


 


(g)          Residence.
The address set forth on the Notice of Restricted Shares Grant is Grantee’s current address and accurately sets forth Grantee’s
place of residence.


 


(h)          Tax
Consequences. Grantee has reviewed with Grantee’s own tax advisors the federal, state, local and foreign tax consequences
of this investment and the transactions contemplated by this Agreement. Grantee is relying solely on such advisors and not on any
statements or representations of the Company or any of its agents. Grantee understands that Grantee (and not the Company) is responsible
for Grantee’s own tax liability that may arise as a result of the transactions contemplated by this Agreement. Grantee understands
that Section 83 of the Internal Revenue Code of 1986, as amended (the “Code”), taxes as ordinary income
the difference between the purchase price for the Restricted Shares and the fair market value of the Restricted Shares as of the
date any restrictions on the Restricted Shares lapse. Grantee understands that Grantee may elect to be taxed at the time the Restricted
Shares is purchased rather than when and as the restrictions lapse by filing an election under Section 83(b) of the Code with
the Internal Revenue Service within 30 days from the date of this Agreement.


 


GRANTEE ACKNOWLEDGES THAT IT IS GRANTEE’S
SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO FILE TIMELY ANY ELECTION UNDER SECTION 83(b), EVEN IF GRANTEE REQUESTS THE COMPANY
OR ITS REPRESENTATIVES TO MAKE THIS FILING ON GRANTEE’S BEHALF.


 



    	7



    	 



    

 


7.    
      No Employment Contract Created. The issuance of the Restricted Shares is
not be construed as granting to Grantee any right with respect to continuance of employment or any service with the Company
or any of its subsidiaries. The right of the Company or any of its subsidiaries to terminate at will Grantee's employment or
terminate Grantee’s service at any time (whether by dismissal, discharge or otherwise), with or without cause, is
specifically reserved, subject to any other written employment or other agreement to which the Company and Grantee may be a
party.


 


8.    
      Tax Withholding. The Company has the power and the right to deduct or
withhold, or require Grantee to remit to the Company, an amount sufficient to satisfy Federal, state and local taxes
(including the Grantee’s FICA obligation) required by law to be withheld with respect to the grant and vesting of the
Restricted Shares.


 


9.    
      Interpretation. The Restricted Shares are being issued pursuant to the
terms of the Amended Employment Agreement and are to be interpreted in accordance therewith. The Compensation Committee of
the Board of Directors of the Company (the “Compensation Committee”) will interpret and construe this Agreement,
and any action, decision, interpretation or determination made in good faith by the Compensation Committee will be final and
binding on the Company and Grantee.


 


10.      
   Notices. All notices or other communications which are required or permitted hereunder will
be in writing and sufficient if (i) personally delivered or sent by telecopy, (ii) sent by nationally-recognized overnight
courier or (iii) sent by registered or certified mail, postage prepaid, return receipt requested, addressed as follows:


 


if to Grantee, to the address (or telecopy
number) set forth on the Notice of Restricted Shares Grant; and


 


if to the Company, to the attention of the Corporate
Secretary of the Company at the address set forth below:


 


ZST Digital Networks, Inc.


ITC Kung Kuan, No. 206 Tongbai Road,


3rd Floor, No.2 Building,


Zhengzhou City, Henan Province, China 450007


 


or to such other address as the party to
whom notice is to be given may have furnished to the other party in writing in accordance herewith. Any such communication will
be deemed to have been given (i) when delivered, if personally delivered, or when telecopied, if telecopied, (ii) on the first
Business Day (as hereinafter defined) after dispatch, if sent by nationally-recognized overnight courier and (iii) on the fifth
Business Day following the date on which the piece of mail containing such communication is posted, if sent by mail. As used herein,
“Business Day” means a day that is not a Saturday, Sunday or a day on which banking institutions in the city to which
the notice or communication is to be sent are not required to be open.


 


11.     
    Specific Performance. Grantee expressly agrees that the Company will be irreparably
damaged if the provisions of this Agreement are not specifically enforced. Upon a breach or threatened breach of the terms,
covenants and/or conditions of this Agreement by Grantee, the Company will, in addition to all other remedies, be entitled to
a temporary or permanent injunction, without showing any actual damage, and/or decree for specific performance, in accordance
with the provisions hereof and thereof. The Compensation Committee has the power to determine what constitutes a breach or
threatened breach of this Agreement. Any such determinations will be final and conclusive and binding upon Grantee.


 



    	8



    	 



    

 


12.         No
Waiver. No waiver of any breach or condition of this Agreement will be deemed to be a waiver of any other or subsequent
breach or condition, whether of like or different nature.


 


13.         Grantee
Undertaking. Grantee hereby agrees to take whatever additional actions and execute whatever additional documents the Company
may in its reasonable judgment deem necessary or advisable in order to carry out or effect one or more of the obligations or restrictions
imposed on Grantee pursuant to the express provisions of this Agreement.


 


14.         Modification
of Rights. The rights of Grantee are subject to modification and termination in certain events as provided in this Agreement
and the Amended Employment Agreement.


 


15.         Governing
Law. This Agreement is governed by, and construed in accordance with, the laws of the State of Delaware, without giving
effect to its conflict or choice of law principles that might otherwise refer construction or interpretation of this Agreement
to the substantive law of another jurisdiction.


 


16.         Counterparts;
Facsimile Execution. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an
original, but all of which together will constitute one and the same instrument. Facsimile execution and delivery of this Agreement
is legal, valid and binding execution and delivery for all purposes.


 


17.         Entire
Agreement. This Agreement (including the Notice of Restricted Shares Grant) and the Amended Employment Agreement constitute
the entire agreement between the parties with respect to the subject matter hereof, and supersede all previously written or oral
negotiations, commitments, representations and agreements with respect thereto.


 


18.         Severability.
In the event one or more of the provisions of this Agreement should, for any reason, be held to be invalid, illegal or unenforceable
in any respect, such invalidity, illegality or unenforceability will not affect any other provisions of this Agreement, and this
Agreement will be construed as if such invalid, illegal or unenforceable provision had never been contained herein.


 


19.         WAIVER
OF JURY TRIAL. THE GRANTEE HEREBY EXPRESSLY, IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR
PROCEEDING RELATING TO THIS AGREEMENT AND FOR ANY COUNTERCLAIM THEREIN.


 


[Signature Page Follows]


 



    	9



    	 



    

 


IN WITNESS WHEREOF, the parties hereto
have executed this Restricted Share Grant Agreement as of the date first written above.


 


	 	ZST DIGITAL NETWORKS, INC. 
	 	 	 
	 	By:	/s/ Henry Ngan
	 	Name:	Henry Ngan
	 	Title:	Chief Financial Officer
	 	 	 
	 	GRANTEE:
	 	 
	 	/s/ Bo Zhong
	 	Name: Bo Zhong