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. 

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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. 

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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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