Exhibit 10.1


 


INCENTIVE STOCK OPTION AWARD AGREEMENT


 


pursuant to the


 


2010 LONG-TERM INCENTIVE PLAN


OF 


CHINA PHARMA HOLDINGS, INC


 


* * * * *


 


Optionee: Gene Michael Bennett


 


Grant Date: September 9, 2021


 


Per Share Exercise Price: $1.47


 


Number of Option Shares subject to this Option: 65,000


 


* * * * *


 


THIS INCENTIVE OPTION AWARD AGREEMENT (this “Agreement”),
dated as of the Grant Date specified above, is entered into by and between China Pharma Holdings, Inc., a Nevada corporation (the “Company”),
and the Optionee specified above, pursuant to the 2010 Long-Term Incentive Plan of the Company, as in effect and as amended from time
to time (the “Plan”); and


 


WHEREAS, it has been determined under the Plan that
it would be in the best interests of the Company to grant the incentive stock option provided for herein to the Optionee.


 


NOW, THEREFORE, in consideration of the mutual covenants
and premises hereinafter set forth and for other good and valuable consideration, the parties hereto hereby mutually covenant and agree
as follows:


 


1. Incorporation
By Reference; Plan Document Receipt. This Agreement is subject in all respects to the terms and provisions of the Plan (including,
without limitation, any amendments thereto adopted at any time and from time to time unless such amendments are expressly intended not
to apply to the grant of the option hereunder), all of which terms and provisions are made a part of and incorporated in this Agreement
as if they were each expressly set forth herein. Any capitalized term not defined in this Agreement shall have the same meaning as is
ascribed thereto under the Plan. The Optionee hereby acknowledges receipt of a true copy of the Plan and that the Optionee has read the
Plan carefully and fully understands its content. In the event of any conflict between the terms of this Agreement and the terms of the
Plan, the terms of the Plan shall control.


 


2. Grant
of Option. The Company hereby grants to the Optionee, as of the Grant Date specified above, an incentive stock option (this “Option”)
to acquire from the Company at the Per Share Exercise Price specified above the aggregate number of shares of the Common Stock specified
above (the “Option Shares”). This Option is to be treated as (and is intended to qualify as) an incentive stock option within
the meaning of Section 422 of the Code.


 






    


     


    

 


3. No
Dividends Equivalents. The Optionee shall not be entitled to receive a cash payment in respect of the Option Shares underlying
this Option on any dividend payment date for the Common Stock.


 


4. Exercise
of this Option.


 


		4.1	Unless otherwise provided in Section 4.4 below or determined
by the Committee, this Option shall become exercisable in accordance with and to the extent provided by the terms and provisions of Section 6.6
of the Plan.



 


		4.2	Unless earlier terminated in accordance with the terms and
provisions of the Plan and/or this Agreement, this Option shall expire and shall no longer be exercisable after the expiration of three
years from the Grant Date (the “Option Period”).



 


		4.3	In no event shall this Option be exercisable for a fractional
share of Common Stock.



 


		4.4	This Option shall vest and become exercisable on the Grant
Date.



 


5.  Method
of Exercise and Payment. This Option shall be exercised by the Optionee by delivering to the Chief Executive Officer of the Company
or her designated agent on any business day (the “Exercise Date”) a written notice, in such manner and form as may be required
by the Company, specifying the number of the Option Shares the Optionee then desires to acquire (the “Exercise Notice”). The
Exercise Notice shall be accompanied by payment of the aggregate Per Share Exercise Price for such number of the Option Shares to be acquired
upon such exercise. Such payment shall be made in the manner set forth in Section 6.5 of the Plan.


 


6. 
[Reserved.]


 


7. Non-transferability.
This Option, and any rights or interests therein, shall not be sold, exchanged, transferred, assigned or otherwise disposed of in any
way at any time by the Optionee (or any beneficiary(ies) of the Optionee), other than by testamentary disposition by the Optionee or the
laws of descent and distribution. This Option shall not be pledged, encumbered or otherwise hypothecated in any way at any time by the
Optionee (or any beneficiary(ies) of the Optionee) and shall not be subject to execution, attachment or similar legal process. Any attempt
to sell, exchange, pledge, transfer, assign, encumber or otherwise dispose of or hypothecate this Option, or the levy of any execution,
attachment or similar legal process upon this Option, contrary to the terms of this Agreement and/or the Plan shall be null and void and
without legal force or effect. This Option shall be exercisable during the Optionee’s lifetime only by the Optionee. Notwithstanding
the foregoing, the Optionee may transfer all or some of this Option to (A) the Optionee’s spouse, children or grandchildren (“Immediate
Family Members”), (B) a trust or trusts for the exclusive benefit of such Immediate Family Members, or (C) other parties approved
by the Committee in its absolute discretion. Following any such transfer, this Option shall continue to be subject to the same terms and
conditions as were applicable immediately prior to the transfer.


 






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8.  Entire
Agreement; Amendment. This Agreement contains the entire agreement between the parties hereto with respect to the subject matter
contained herein, and supersedes all prior agreements or prior understandings, whether written or oral, between the parties relating to
such subject matter. The Board or the Committee shall have the right, in its sole discretion, to modify or amend this Agreement from time
to time in accordance with and as provided in the Plan; provided, however, that no such modification or amendment shall
materially adversely affect the rights of the Optionee under this Option without the consent of the Optionee. The Company shall give written
notice to the Optionee of any such modification or amendment of this Agreement as soon as practicable after the adoption thereof. This
Agreement may also be modified or amended by a writing signed by both the Company and the Optionee.


 


9.  Notices.
Any Exercise Notice or other notice which may be required or permitted under this Agreement shall be in writing, and shall be delivered
in person or via facsimile transmission, overnight courier service or certified mail, return receipt requested, postage prepaid, properly
addressed as follows.


 


9.1 If such notice is to the Company, to the
attention of the Chief Executive Officer of the Company at Second Floor, No. 17, Jinpan Road, Haikou, Hainan Province, China 570216, or
at such other address as the Company, by notice to the Optionee, shall designate in writing from time to time.


 


9.2 If such notice is to the Optionee, at
his or her address as shown on the Company’s records, or at such other address as the Optionee, by notice to the Company, shall
designate in writing from time to time.


 


10.  Governing
Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without reference
to the principles of conflict of laws thereof.


 


11.  Compliance
with Laws. The issuance of this Option (and the Option Shares upon exercise of this Option) pursuant to this Agreement shall be
subject to, and shall comply with, any applicable requirements of any federal and state securities laws, rules and regulations (including,
without limitation, the provisions of the Securities Act of 1933, the Exchange Act and the respective rules and regulations promulgated
thereunder) and any other law or regulation applicable thereto. The Company shall not be obligated to issue this Option or any of the
Option Shares pursuant to this Agreement if any such issuance would violate any such requirements.


 


12.  Binding
Agreement; Assignment. This Agreement shall inure to the benefit of, be binding upon, and be enforceable by the Company and its
successors and assigns. The Optionee shall not assign any part of this Agreement without the prior express written consent of the Company.


 






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13.  Counterparts.
This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute
one and the same instrument.


 


14.  Headings.
The titles and headings of the various sections of this Agreement have been inserted for convenience of reference only and shall not be
deemed to be a part of this Agreement.


 


15.  Further
Assurances. Each party hereto shall do and perform (or shall cause to be done and performed) all such further acts and shall execute
and deliver all such other agreements, certificates, instruments and documents as any party hereto reasonably may request in order to
carry out the intent and accomplish the purposes of this Agreement and the Plan and the consummation of the transactions contemplated
thereunder.


 


16.  Severability.
The invalidity or unenforceability of any provisions of this Agreement in any jurisdiction shall not affect the validity, legality or
enforceability of the remainder of this Agreement in such jurisdiction or the validity, legality or enforceability of any provision of
this Agreement in any other jurisdiction, it being intended that all rights and obligations of the parties hereunder shall be enforceable
to the fullest extent permitted by law.


 


[Signature page follows]


 




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IN WITNESS WHEREOF, the Company has caused this Agreement
to be executed by its duly authorized officer, and the Optionee has hereunto set her hand, all as of the Grant Date specified above.


 


	 	CHINA PHARMA HOLDINGS, INC.
	 	 	 
	 	By:	 
	 	 	Name:  Zhilin Li
	 	 	Title:  President & Chief Executive Officer
	 	 	 
	 	 
	 	Gene Michael Bennett



 


 


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