Unassociated Document


    
      NONSTATUTORY
        STOCK OPTION AGREEMENT

       

      NON-MANAGER
        EMPLOYEE

       

      This
        NONSTATUTORY STOCK OPTION AGREEMENT (this "Agreement"), made and entered
        into as
        of the __
        day of
        _______, ____, by and between ____ (the
        "Optionee") and China Recycling Energy Corporation, a Nevada corporation
        (the
        "Corporation"), sets forth the terms and conditions of the stock option (the
        “Option”) granted by the Corporation to the Optionee as to the number of shares
        of the Corporation’s Stock set forth below pursuant to the Corporation’s 2007
        Nonstatutory Stock Option Plan (the "Plan") and its Board resolution of stock
        option grant on ______ __, ____
        (“Grant Date”). Any capitalized terms used but not defined herein shall have the
        meaning prescribed in the Plan.

       

      1. Grant
        of
        Option. Subject to the provisions of this Agreement, the Plan and the Employment
        Agreement, if any, by and between the Optionee and the Corporation or an
        Affiliate (the "Employment Agreement”), the Board of Directors of the
        Corporation hereby grants to the Optionee an Option to purchase
        ___________shares of Stock as of the Grant Date.

       

      2. Exercise
        Price. The exercise price of granted shares of Stock subject to the Option
        equals to the closing price per share of the Stock on the Grant Date:
        $___.

       

      3. Vesting.
        The Option shall vest and become exercisable as follows: (a) the Option shall
        vest and become exercisable as to 30% of the total number of shares of Stock
        subject to the Option on the first year anniversary of the Grant Date; (b)
        the
        Option shall vest and become exercisable as to an additional 50% of the total
        number of shares of Stock subject to the Option on the second year anniversary
        of the Grant Date; and (c) the Option shall vest and become exercisable as
        to
        the remaining 20% of the total number of shares of Stock subject to the Option
        on the third year anniversary of the Grant Date. The Option may only be
        exercised to the extent that the Option has become vested and exercisable.
        The
        vesting schedule requires continued employment through each applicable vesting
        date as a condition to the vesting of the applicable installment of the Option
        and the rights and benefits under this Option Agreement. Employment or service
        for only a portion of the vesting period, even if a substantial portion,
        will
        not entitle the Optionee to any proportionate vesting or avoid or mitigate
        a
        termination of rights and benefits upon or following a termination of employment
        as provided in Section 4 below or under the Plan

       

      4. Termination
        of Employment; Change in Control. (a) In the event of the Optionee's termination
        of employment by the Corporation or an Affiliate without Cause (as defined
        in
        the Employment Agreement), by the Optionee for Good Reason (as defined in
        the
        Employment Agreement), or by reason of the Optionee's death or Disability
        (as
        defined in the Employment Agreement), any portion of the Option that has
        not
        become vested and exercisable as of the date of the Optionee's termination
        of
        employment shall immediately vest and become exercisable, and the Option
        (after
        giving effect to such accelerated vesting) shall expire as set forth in Section
        5 of this Agreement.

       

      (b) In
        the
        event of the Optionee's termination of employment by the Corporation or an
        Affiliate for any other reason not described in Section 4(a) above, or if
        no
        Employment Agreement exists in the event of the Optionee’s termination of
        employment by the Corporation or an Affiliate for reasons other than death,
        any
        portion of the Option that has not become vested and exercisable as of the
        date
        of the Optionee's termination of employment shall immediately be forfeited,
        and
        the Option, to the extent it has become vested and exercisable on the date
        of
        the termination of employment, shall expire as set forth in Section 5 of
        this
        Agreement.

       

      (c) If
        an
        Employment Agreement exists and there is a Change in Control (as defined
        in the
        Employment Agreement), any portion of the Option that has not become vested
        and
        exercisable immediately prior to the Change in Control shall immediately
        vest
        and become exercisable, and the Option (after giving effect to such accelerated
        vesting) shall expire as set forth in Section 5 of this Agreement.

       

      5. Stock
        Option Term. Vested Stock Options shall expire on the fifth anniversary of
        the
        Grant Date.

       

      6. Method
        of
        Stock Option Exercise. The Option may be exercised during its term, in whole
        or
        in part, to the extent it has become vested and exercisable pursuant to Section
        3 or 4 and has not yet been forfeited or expired, by giving written notice
        of
        exercise to the Corporation (or to such other party as the Corporation may
        designate from time to time) specifying the number of shares of Stock subject
        to
        the Option to be purchased. Such notice shall be accompanied by payment in
        full
        of the purchase price by certified or bank check or such other instrument
        as the
        Corporation may accept. Options may also be exercised by any other means
        permitted by the Plan that the Committee may designate from time to time.
        To the
        extent permitted by applicable law and to the extent permitted by the Committee,
        the Optionee may discharge any withholding obligation in respect of this
        Agreement by directing the Corporation or an Affiliate to withhold shares
        of
        Stock to be delivered upon exercise of the Option that have a Fair Market
        Value
        on the date of exercise equal to the Corporation's or such Affiliate’s minimum
        withholding obligation.

       

      7. Transferability.
        The Option shall not be transferable by the Optionee other than by will or
        by
        the laws of descent and distribution. The Option shall be exercisable, subject
        to the terms of the Plan, only by the Optionee, the Optionee's estate or
        beneficiary, the guardian or legal representative of the Optionee, or any
        person
        to whom such option is transferred pursuant to this Section 7, it being
        understood that the term "Optionee" includes such guardian, legal representative
        and other permitted transferee.

       

      8. Successors,
        Assigns and Transferees. Subject to the Corporation’s right to terminate the
        Option pursuant to Section 5(h) of the Plan, this Agreement shall be binding
        upon, and inure to the benefit of, the parties hereto and each of their
        respective successors and permitted transferees (including, upon the death
        of
        the Optionee, the Optionee's estate).

       

      9.
        Incorporation of Plan. The Option and all rights of the Optionee under this
        Agreement are subject to the terms and conditions of the Plan, incorporated
        herein by reference. The Optionee agrees to be bound by the terms of the
        Plan
        and this Agreement. The Optionee acknowledges having read and understanding
        the
        Plan, the Prospectus for the Plan, and this Agreement. Unless otherwise
        expressly provided in other sections of this Agreement, provisions of the
        Plan
        that confer discretionary authority on the Board or the Committee do not
        and
        shall not be deemed to create any rights in the Optionee unless such rights
        are
        expressly set forth herein or are otherwise in the sole discretion of the
        Board
        or the Committee so conferred by appropriate action of the Board or the
        Committee under the Plan after
        the
        date
        hereof. Notwithstanding the foregoing, the determination of whether a
        termination of Optionee’s employment with the Corporation or
        an
        Affiliate for
        purposes of this Agreement qualifies as a termination for “Good Reason,”
“Cause,” or “Disability” shall be determined in accordance with the terms of the
        Employment Agreement. The Optionee may obtain a copy of the Plan from the
        Corporation.

       

      10. Not
        an
        Employment Contract. Nothing contained in this Agreement nor the Plan shall
        confer on the Optionee any right with respect to continuance of employment
        or
        other service with the Corporation or an
        Affiliate,
        nor
        shall it interfere in any way with any right the Corporation or an
        Affiliate would
        otherwise have to terminate or modify the terms of the Optionee's employment
        or
        other service (subject to the terms of the Employment Agreement) at any time,
        or
        affects the right of the Corporation or an
        Affiliate to
        increase or decrease the Optionee’s other compensation.

       

      11. Integration.
        This Agreement and the other documents referred to herein, including without
        limitation the Plan and the Employment Agreement, or delivered pursuant hereto,
        which form a part hereof contain the entire understanding of the parties
        with
        respect to their subject matter. There are no restrictions, agreements,
        promises, representations, warranties, covenants or undertakings with respect
        to
        the subject matter hereof other than those expressly set forth herein. This
        Agreement, including without limitation the Plan, supersedes all prior
        agreements and understandings between the parties with respect to its subject
        matter.

       

      12. Counterparts.
        This Agreement may be executed in two or more counterparts, each of which
        shall
        be deemed an original, but which together constitute one and the same
        instrument. Notwithstanding the foregoing, any duly authorized officer of
        the
        Corporation may execute this Agreement by providing an appropriate facsimile
        signature, and any counterpart or amendment hereto containing such facsimile
        signature shall for all purposes be deemed an original instrument duly executed
        by the Corporation.

       

      13. Modification;
        Waiver. No provision of this Agreement may be amended, modified, or waived
        unless such amendment or modification is agreed to in writing and signed
        by the
        Optionee and by a duly authorized officer of the Corporation, and such waiver
        is
        set forth in writing and signed by the party to be charged. No waiver by
        either
        party hereto at any time of any breach by the other party hereto of any
        condition or provision of this Agreement to be performed by such other party
        shall be deemed a waiver of similar or dissimilar provisions or conditions
        at
        the same or at any prior or subsequent time.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      IN
        WITNESS WHEREOF, the Optionee has executed this Agreement on the Optionee's
        own
        behalf, thereby representing that the Optionee has carefully read and
        understands this Agreement and the Plan as of the day and year first written
        above, and the Corporation has caused this Agreement to be executed in its
        name
        and on its behalf, all as of the date first written above.

       

    

    
       

    

    
      
        	 	 	 
	
                By:

              	
                Optionee

              	 
	 	 	 
	 	 	 
	
                By:

              	
                    
                  

              	 
	 	
                Guangyu
                  Wu

              	 
	
                 

              	
                Chief
                  Executive Officer

              	 
	
                 

              	
                China
                  Recycling Energy Corporation