SGB International Holdings Inc.: Exhibit 10.1 - Filed by newsfilecorp.com






STOCK OPTION AGREEMENT

THIS AGREEMENT made the _____day of __________, 20__ (the “Date
of Grant”).

BETWEEN:

		SGB INTERNATIONAL HOLDINGS INC., of
      909-6081 No. 3 Road, Richmond, BC V6Y 2B2 	
	 	  	 
	 	(the “Company”) 	 


AND:

	 	 	 
	 	 	 
	 	 	 
	 	(the “Optionee”) 	 


WHEREAS:

A. On October 27, 2010, the Board of Directors of the Company
(the “Board”) approved and adopted the 2010 Stock Option Plan (the “Plan”),
pursuant to which the Board is authorized to grant to directors, officers,
employees and consultants stock options to purchase common shares of the
Company; 

B. On November 30, 2010, the shareholders approved the Plan at
the Company’s annual and special meeting;

C. The Optionee Owners have been an employee, director, officer
or consultant of the Company and the Company wishes the Optionee Owners to
continue as an employee, director, officer or consultant and to continue to give
to the Company the benefit of his services; and

D. The Company wishes to grant options to the Optionee to
increase proprietary interest of the Optionee Owners in the Company.

NOW THEREFORE, in consideration of the premises and of the
covenants and conditions set forth in this Agreement and for other good and
valuable consideration (the receipt and sufficiency of which are hereby
acknowledged by the parties), the parties hereby agree as follows:

	1. 	
      In this Agreement, the following terms shall have the
      following meanings:

	 	 	 
		(a) 	
      “Expiry Date” means 5:00 p.m., Pacific Standard Time, on
      the date set forth in Column III of the Table contained in the attached
      Schedule “A”;







- 2 -

	 	(b) 	
      “Notice of Exercise” means a notice in writing addressed
      to the Company at its address shown on page 1 of this Agreement, which
      notice shall specify the number of Optioned Shares in respect of which the
      Option is being exercised;

	 	 	 
	 	(c) 	
      “Option” means the irrevocable right and option to
      purchase, from time to time, all or any part of the Optioned Shares
      granted to the Optionee Owners by the Company pursuant to paragraph 2
      hereof;

	 	 	 
	 	(d) 	
      “Optioned Shares” means the number of common shares of
      the Company set forth in Column I of the Table contained in the attached
      Schedule “A”, that are subject to the Option; and

	 	 	 
	 	(e) 	
      “Shares” means common shares in the capital stock of the
      Company.




	2. 	
      The Company hereby grants to the Optionee, as an
      incentive and in consideration of his services, subject to the terms and
      conditions hereinafter set forth, the Option to purchase the number of
      Optioned Shares as set forth in Column I of the Table contained in the
      attached Schedule “A” at the price per Optioned Share as set forth in
      Column II of the Table contained in the attached Schedule “A”.

	 	 	 
	3. 	
      The Option shall expire and terminate and be of no
      further force or effect whatsoever on the Expiry Date.

	 	 	 
	4. 	
      In the event of the death of all of the Optionee Owners
      on or prior to the Expiry Date, the Option, or such part thereof as
      remains unexercised, may be exercised by the personal representative of
      the Optionee at any time prior to the earlier to occur of

	 	 	 
		(a) 	
      5:00 p.m., Pacific Standard time on the first anniversary
      of the date of death of the last of the Optionee Owners; or

	 	 	 
		(b) 	
      the Expiry Date.

	 	 	 
	5. 	
      If all of the Optionee Owners cease to be a director,
      officer, employee or consultant of the Company prior to the Expiry Date,
      the Option shall expire on the earlier of (a) 5:00 p.m. Pacific Standard
      time on the ninetieth day after the date upon which the last of the
      Optionee Owners ceases to be a director, officer, employee or consultant
      of the Company or (b) the Expiry Date. If the last of the Optionee Onwers
      ceases to be a director, officer, employee or consultant of the Company
      for cause, the Option will expire at the time the Company gives the last
      of the Optionee Owners notice of termination for cause.

	 	 	 
	6. 	
      Subject to the provisions hereof, the Option shall be
      exercisable in whole or in part (at any time and from time to time as
      aforesaid) by the Optionee or its personal representative giving a Notice
      of Exercise together with payment (by cash or by certified cheque made
      payable to the Company) in full of the purchase price for the number of
      Optioned Shares specified in the Notice of
Exercise.







- 3 -

	7. 	
      Upon the exercise of all or any part of the Option, the
      Company shall forthwith cause the registrar and transfer agent of the
      Company to deliver to the Optionee or his personal representative, within
      10 days following receipt by the Company of the Notice of Exercise, a
      certificate in the name of the Optionee or his personal representative
      representing the number of Optioned Shares specified in the Notice of
      Exercise in respect of which the Company has received payment.

	 	 
	8. 	
      The Company shall not be obligated to cause the issuance,
      transfer or delivery of a certificate or certificates representing
      Optioned Shares to the Optionee, until provision has been made by the
      Optionee, to the satisfaction of the Company, for the payment of the
      aggregate exercise price for all Optioned Shares for which the Option
      shall have been exercised, and for satisfaction of any tax withholding
      obligations associated with such exercise.

	 	 
	9. 	
      Nothing herein contained shall obligate the Optionee to
      purchase any Optioned Shares except those Optioned Shares in respect of
      which the Optionee shall have exercised his Option in the manner
      hereinbefore provided.

	 	 
	10. 	
      In the event of any forward split, redivision or change
      of the Shares of the Company at any time prior to the Expiry Date into a
      greater number of Shares, the Company shall deliver at the time of any
      exercise thereafter of the Option such additional number of Shares as
      would have resulted from such forward split, redivision or change if such
      exercise of the Option had been made prior to the date of such
      subdivision, redivision or change.

	 	 
	11. 	
      In the event of any subdivision, consolidation or change
      of the Shares of the Company at any time prior to the Expiry Date into a
      lesser number of Shares, the number of Shares deliverable by the Company
      on any exercise thereafter of the Option shall be reduced to such number
      of Shares as would have resulted from such subdivision, consolidation or
      change if such exercise of the Option had been made prior to the date of
      such subdivision, consolidation or change.

	 	 
	12. 	
      The Optionee shall have no rights whatsoever as a
      shareholder in respect of any of the Optioned Shares (including any right
      to receive dividends or other distribution therefrom or thereon) except in
      respect of which the Option has been properly exercised in accordance with
      paragraph 6 hereof.

	 	 
	13. 	
      Time shall be of the essence of this Agreement.

	 	 
	14. 	
      This Agreement shall enure to the benefit of and be
      binding upon the Company, its successors, and the Optionee and his
      personal representative to the extent provided in paragraph 4
    hereof.

	 	 
	15. 	
      Subject to paragraph 4, this Agreement shall not be
      transferable or assignable by the Optionee or his personal representative
      and the Option may be exercised only by the Optionee or his personal
      representative.

	 	 
	16. 	
      This Agreement and any amendments are subject to the
      provisions of the Plan.







- 4 -

	17. 	
      This Agreement may be executed in several counterparts,
      each of which will be deemed to be an original and all of which will
      together constitute one and the same instrument.

	 	 
	18. 	
      Delivery of an executed copy of this Agreement by
      electronic facsimile transmission or other means of electronic
      communication capable of producing a printed copy will be deemed to be
      execution and delivery of this Agreement as of the date set forth on page
      one of this Agreement.



This Agreement is dated as of the day and year first above
written.

SGB INTERNATIONAL HOLDINGS INC. 

Per:
__________________
        Xin Li,
President

	WITNESSED BY: 	) 	  
	  	) 	  
	  	) 	  
	Name 	) 	  
	  	) 	  
	Address 	) 	 
    
	  	) 	Name of Optionee 
	  	) 	  
	  	) 	  
	Occupation 	) 	  






SCHEDULE A

TABLE OF OPTIONS 
NAME OF OPTIONEE


	Column I 
No. of Optioned Shares 	Column II 
Exercise Price 	Column III 
Expiry Date 
	    
   
	 	 






TO:     SGB INTERNATIONAL HOLDINGS INC.

            909-6081
No. 3 Road, Richmond, BC V6Y 2B2

NOTICE OF EXERCISE

This Notice of Election to Exercise shall constitute proper
notice pursuant to Section 2.2 of SGB International Holdings Inc.’s (the
“Company”) 2010 Stock Option Plan (the “Plan”) and Section 1(b) of that certain
Stock Option Agreement (the “Agreement”) dated as of _______________, 20___,
between the Company and the undersigned. The undersigned hereby elects to
exercise Optionee's option to purchase:


	  	 	Shares 
	$ 	 	Exercise Price per Share 
	$ 	 	Aggregate Consideration 
	  	 	Withholding Tax 
	$ 	 	Total amount payable 


The Optionee hereby directs the Company to issue, register and
deliver the certificates representing the shares as follows:

	Registration Information: 	 	Delivery Instructions:
    
	 	 	 
	 	 	 
	Name to appear on certificates 	 	Name 
	 	 	 
	 	 	 
	Address 	 	Address 
	 	 	 
	 	 	 
	City, Province, Postal Code 	 	City, Province, Postal Code 
	 	 	 
	 	 	 
	  	 	Telephone Number:



DATED at ____________________, the _____day of _______________,
20___.

 

	 	(Name of Optionee – Please type or print) 
	 	 
	 	X 
	 	(Signature and, if applicable, Office) 
	 	 
	 	 
	 	(Address of Optionee) 
	 	 
	 	 
	 	(City, Province, and Postal Code of Optionee)
    
	 	 
	 	 
	 	(e-mail or fax number)