Unassociated Document


    NONSTATUTORY
      STOCK OPTION AGREEMENT

     

    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
      dated ______ __, ____
      (“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 grants to the Optionee an Option to purchase ___________shares
      of
      Stock as of the Grant Date.

     

    2. Exercise
      Price. The exercise price of the 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 15% of the total number of shares of Stock
      subject to the Option on the six month anniversary of the Grant Date; (b) the
      Option shall vest and become exercisable as to an additional 15% of the total
      number of shares of Stock subject to the Option on the first year anniversary
      of
      the Grant Date; (c) 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 (d) 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