China TransInfo Technology Corp.: Exhibit 10.1 - Filed by newsfilecorp.com






Exhibit 10.1

CHINA TRANSINFO TECHNOLOGY CORP.

2009 EQUITY INCENTIVE PLAN

STOCK OPTION AGREEMENT 


Unless otherwise defined herein, the
terms in the Stock Option Agreement (the “Option Agreement”) have the same
meanings as defined in the China TransInfo Technology Corp. 2009 Equity
Incentive Plan (the “Plan”). 

I.                      NOTICE
OF STOCK OPTION GRANT 

Optionee: Rong Zhang 

Address:


You have been granted an Option to
purchase Common Stock of the Company, subject to the terms and conditions of the
Plan and this Option Agreement, as follows: 

	 	Grant Date: 	January 3, 2011 (US Time) 
	 	Vesting Commencement Date: 	January 3, 2011 (US Time)
	 	Exercise Price per Share: 	$4.85
	 	Total Number of Shares Granted:
    	504,901 
	 	Total Exercise Price: 	$2,448,769.85 
	 	Type of Option: 	Nonstatutory Stock Option
	 	Expiration Date: 	January 3, 2016 (US Time) 
	 	Vesting Schedule: 	  


The Shares underlying the Option will
vest in equal installments on a quarterly basis over a four-year period
beginning on the Date of Grant

Termination Period:


To the extent vested, this Option will
be exercisable for three (3) months after Optionee ceases to be a Service
Provider, unless termination is due to Optionee’s death or Disability, in which
case this Option will be exercisable for twelve (12) months after
Optionee ceases to be a Service Provider. Notwithstanding the foregoing
sentence, in no event may this Option be exercised after any termination of the
Optionee as a Service Provider determined by the Company’s Board to be for Cause or after the Expiration Date as provided above and this
Option may be subject to earlier termination as provided in the Plan.




“Cause” has the meaning ascribed to
such term or words of similar import in Optionee’s written employment or service
contract with the Company or its Parent or any Subsidiary and, in the absence of
such agreement or definition, means Optionee’s (i) conviction of, or plea of
nolo contendere to, a felony or any other crime involving moral turpitude; (ii)
fraud on or misappropriation of any funds or property of the Company or its
subsidiaries, or any affiliate, customer or vendor; (iii) personal dishonesty,
incompetence, willful misconduct, willful violation of any law, rule or
regulation (other than minor traffic violations or similar offenses), or breach
of fiduciary duty which involves personal profit; (iv) willful misconduct in
connection with Optionee’s duties or willful failure to perform Optionee’s
responsibilities in the best interests of the Company or its subsidiaries; (v)
illegal use or distribution of drugs; (vi) violation of any rule, regulation,
procedure or policy of the Company or its subsidiaries; (vii) breach of any
provision of any employment, non-disclosure, non-competition, non-solicitation
or other similar agreement executed by Optionee for the benefit of the Company
or its subsidiaries; (viii) failure of the Optionee to achieve sales or other
performance targets specified to the Optionee in writing by the Company; (ix)
failure of the Optionee to satisfy other employment duties of the Optionee after
Optionee has received a written or oral demand for performance from the Company
of those duties; or (x) failure by the Optionee to follow the other written or
oral lawful directives of the Company that reasonably fall within the scope of
the Optionee’s job duties, all as determined by the Company’s Board, which
determination will be conclusive.

II.                      AGREEMENT


1.              Grant
of Option. The Administrator grants to the Optionee named in the Notice of
Stock Option Grant in Part I of this Option Agreement, an Option to purchase the
number of Shares set forth in the Notice of Stock Option Grant, at the exercise
price per Share set forth in the Notice of Stock Option Grant (the “Exercise
Price”), and subject to the terms and conditions of the Plan, which is
incorporated herein by reference. In the event of a conflict between the terms
and conditions of the Plan and this Option Agreement, the terms and conditions
of the Plan prevail. 

If designated in the Notice of Stock
Option Grant as an Incentive Stock Option, this Option is intended to qualify as
an Incentive Stock Option as defined in Code section 422. Nevertheless, to the
extent that it exceeds the $100,000 rule of Code section 422(d), this Option
will be treated as a Nonstatutory Stock Option. 

2.              Exercise
of Option. 

                     (a)             Right
to Exercise. This Option is exercisable during its term in accordance
with the Vesting Schedule set out in the
Notice of Stock Option Grant and with the applicable provisions of the Plan and
this Option Agreement. 

                     (b)             Method
of Exercise. This Option is exercisable by (i) delivery of an exercise
notice in the form attached as Exhibit A (the “Exercise Notice”) or in a
manner and pursuant to procedures as the Administrator may determine, which will
state the election to exercise the Option, the number of Shares with respect to
which the Option is being exercised, and other representations and agreements as may be required by the Company and (ii)
paying the Company in full the aggregate Exercise Price as to all Shares being
acquired, together with any applicable tax withholding.

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This Option will be deemed to be
exercised upon receipt by the Company of a fully executed Exercise Notice
accompanied by the aggregate Exercise Price, together with any applicable tax
withholding.

No Shares will be issued pursuant to
the exercise of an Option unless the issuance and exercise of Shares complies
with Applicable Laws. Assuming compliance, for income tax purposes the Shares
will be considered transferred to the Optionee on the date on which the Option
is exercised with respect to the Shares.

3.              Method
of Payment. The aggregate Exercise Price may be paid by any of the
following, or a combination thereof, at the election of the Optionee: 

                     (a)             
cash; 

                     (b)              check;

                     (c)              promissory
note; 

                     (d)              other
Shares, provided Shares have a Fair Market Value on the date of surrender equal
to the aggregate exercise price of the Shares as to which said Option will be
exercised;

                     (e)              by
asking the Company to withhold Shares from the total Shares to be delivered upon
exercise equal to the number of Shares having a value equal to the aggregate
Exercise Price of the Shares being acquired; 

                     (f)              any
combination of the foregoing methods of payment; or

                     (g)              such
other consideration and method of payment for the issuance of Shares to the
extent permitted by Applicable Laws.


4.             
Restrictions on Exercise. This Option may not be exercised (a) until such
time as the Plan has been approved by the stockholders of the Company, or (b) if
the issuance of such Shares upon such exercise or the method of payment of
consideration for such shares would constitute a violation of any Applicable
Laws. The Company will be relieved of any liability with respect to any delayed
issuance of shares or its failure to issue shares if such delay or failure is
necessary to comply with Applicable Laws. 

5.              Non-Transferability
of Option. This Option may not be transferred in any manner otherwise than
by will or by the laws of descent or distribution and may be exercised during
the lifetime of Optionee only by Optionee. The terms of the Plan and this Option
Agreement are binding upon the executors, administrators, heirs, successors and
assigns of the Optionee. 

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6.                      Term
of Option. This Option may be exercised only within the term set out in the
Notice of Stock Option Grant, and may be exercised during the term only in
accordance with the Plan and the terms of this Option. 

7.                      Tax
Obligations. 

(a)                     
Withholding Taxes. Optionee agrees to arrange for the satisfaction of all
Federal, state, local and foreign income and employment tax withholding
requirements applicable to the Option exercise. Optionee acknowledges and agrees
that the Company may refuse to honor the exercise and refuse to deliver the
Shares if withholding amounts are not delivered at the time of exercise. 

(b)                     
Notice of Disqualifying Disposition of ISO Shares. If the Option granted
to Optionee is an ISO, and if Optionee sells or otherwise disposes of any of the
Shares acquired pursuant to the ISO on or before the later of (i) the date two
(2) years after the Grant Date, or (ii) the date one (1) year after the date of
exercise, the Optionee must immediately notify the Company of the disposition in
writing. Optionee agrees that Optionee may be subject to income tax withholding
by the Company on the compensation income recognized by the Optionee.

(c)                     
Code Section 409A. Under Code section 409A, an Option that vests after
December 31, 2004 that was granted with a per Share exercise price that is
determined by the Internal Revenue Service (the “IRS”) to be less than the Fair
Market Value of a Share on the Grant Date (a “discount option”) may be
considered deferred compensation. An Option that is a discount option may result
in (i) income recognition by the Optionee prior to the exercise of the Option,
(ii) an additional twenty percent (20%) tax, and (iii) potential penalty and
interest charges. Optionee acknowledges that the Company cannot and has not
guaranteed that the IRS will agree that the per Share Exercise Price of this
Option equals or exceeds Fair Market Value of a Share on the Grant Date in a
later examination. Optionee agrees that if the IRS determines that the Option
was granted with a per Share exercise price that was less than the Fair Market
Value of a Share on the Grant Date, Optionee will be solely responsible for any
and all resulting tax consequences.

8.                      No
Guarantee of Continued Service. OPTIONEE ACKNOWLEDGES AND AGREES THAT THE
VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY
CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (OR THE PARENT OR
SUBSIDIARY EMPLOYING OR RETAINING OPTIONEE) AND NOT THROUGH THE ACT OF BEING
HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER. OPTIONEE FURTHER
ACKNOWLEDGES AND AGREES THAT THIS OPTION AGREEMENT,
THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH
HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT
AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND
WILL NOT INTERFERE IN ANY WAY WITH OPTIONEE’S RIGHT OR THE RIGHT OF THE COMPANY
(OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING OPTIONEE) TO TERMINATE
OPTIONEE’S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT
CAUSE. 

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9.                      Notices.
All notices or other communications which are required or permitted hereunder
will be in writing and sufficient if (i) personally delivered or sent by
telecopy, (ii) sent by nationally-recognized overnight courier or (iii) sent by
registered or certified mail, postage prepaid, return receipt requested,
addressed as follows: 

if to the Optionee, to the address (or telecopy number) set
forth on the Notice of Stock Option Grant; and 

if to the Company, to the attention of the Chief Executive
Officer at the address set forth below:

9th Floor, Vision Building, No. 39 Xueyuan
Road,
Haidian District, Beijing China 100191 


or to any other address as the party to whom notice is to be
given may have furnished to the other party in writing in accordance herewith.
Any communication will be deemed to have been given (i) when delivered, if
personally delivered, or when telecopied, if telecopied, (ii) on the first
Business Day (as hereinafter defined) after dispatch, if sent by
nationally-recognized overnight courier and (iii) on the fourth Business Day
following the date on which the piece of mail containing the communication is
posted, if sent by mail. As used herein, “Business Day” means a day that is not
a Saturday, Sunday or a day on which banking institutions in the city to which
the notice or communication is to be sent are not required to be open. 

10.                      Specific
Performance. Optionee expressly agrees that the Company will be irreparably
damaged if the provisions of this Option Agreement and the Plan are not
specifically enforced. Upon a breach or threatened breach of the terms,
covenants and/or conditions of this Option Agreement or the Plan by the
Optionee, the Company will, in addition to all other remedies, be entitled to a
temporary or permanent injunction, without showing any actual damage, and/or
decree for specific performance, in accordance with the provisions hereof and
thereof. The Administrator has the power to determine what constitutes a breach
or threatened breach of this Option Agreement or the Plan. The Administrator’s
determinations will be final and conclusive and binding upon the Optionee. 

11.                      No
Waiver. No waiver of any breach or condition of this Option Agreement will
be deemed to be a waiver of any other or subsequent breach or condition, whether
of like or different nature. 

12.                      Optionee
Undertaking. The Optionee agrees to take whatever additional actions and
execute whatever additional documents the Company may in its reasonable judgment
deem necessary or advisable in order to carry out or effect one or more of the
obligations or restrictions imposed on the Optionee pursuant to the express
provisions of this Option Agreement. 

13.                      Modification
of Rights. The rights of the Optionee are subject to modification and
termination in certain events as provided in this Option Agreement and the Plan.


14.                      Governing
Law. This Agreement is governed by, and construed in accordance with, the
laws of the State of Nevada, without giving effect to its conflict or choice of
law principles that might otherwise refer construction or interpretation of this
Agreement to the substantive law of another jurisdiction.

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15.                     
Counterparts; Facsimile Execution. This Option Agreement may be executed
in one or more counterparts, each of which will be deemed to be an original, but
all of which together constitute one and the same instrument. Facsimile
execution and delivery of this Option Agreement is legal, valid and binding
execution and delivery for all purposes. 

16.                      Entire
Agreement. The Plan, this Option Agreement, and upon execution, the Exercise
Notice, constitute the entire agreement of the parties with respect to the
subject matter hereof and supersede in their entirety all prior undertakings and
agreements of the Company and Optionee with respect to the subject matter
hereof, and may not be modified adversely to the Optionee’s interest except by
means of a writing signed by the Company and Optionee. 

17.                     
Severability. In the event one or more of the provisions of this Option
Agreement should, for any reason, be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability
will not affect any other provisions of this Option Agreement, and this Option
Agreement will be construed as if such invalid, illegal or unenforceable
provision had never been contained herein. 

18.                      WAIVER
OF JURY TRIAL. THE OPTIONEE EXPRESSLY, IRREVOCABLY AND UNCONDITIONALLY
WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS OPTION
AGREEMENT AND FOR ANY COUNTERCLAIM THEREIN. 

Optionee acknowledges receipt of a copy of the Plan and
represents that he or she is familiar with the terms and provisions thereof, and
accepts this Option subject to all of the terms and provisions thereof. Optionee
has reviewed the Plan and this Option in their entirety, has had an opportunity
to obtain the advice of counsel prior to executing this Option and fully
understands all provisions of the Option. Optionee agrees to accept as binding,
conclusive and final all decisions or interpretations of the Administrator upon
any questions arising under the Plan or this Option. Optionee further agrees to
notify the Company upon any change in the residence address indicated below. 





	OPTIONEE	CHINA TRANSINFO TECHNOLOGY CORP.
	 	 
	 	 
	
    /s/ Rong
      Zhang                                                      
     	/s/ Shudong Xia                                                   
     
	Signature 	By 
	 	 
	
    Rong Zhang                                                           
    
    	Shudong Xia                                                        
     
	Print Name 	Print Name 
	 	 
	
    __________________________________	
    Chief Executive Officer                                       
     
	 	Title
	
    __________________________________

    Residence Address
 	 


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EXHIBIT A


2009 EQUITY INCENTIVE PLAN


EXERCISE NOTICE


China TransInfo Technology Corp.
[Address] 


Attention: _______________, _________________

1.               Exercise of Option. Effective as of today, _____________, _____, the undersigned (“Optionee”) elects to
exercise Optionee’s option to purchase _________shares of the Common
Stock (the “Shares”) of China TransInfo Technology Corp. (the “Company”) under
and pursuant to the China TransInfo Technology Corp. 2009 Equity Incentive Plan
(the “Plan”) and the Stock Option Agreement dated ____________, ____
(the “Option Agreement”). 

2.               Delivery of Payment. Optionee herewith delivers to
the Company the full purchase price of the Shares, as set forth in the Option
Agreement, and any and all withholding taxes due in connection with the exercise
of the Option. 

3.               Representations of Optionee. Optionee acknowledges
that Optionee has received, read and understood the Plan and the Option
Agreement and agrees to abide by and be bound by their terms and conditions.


4.               Rights as Stockholder. Until the issuance of the
Shares (as evidenced by the appropriate entry on the books of the Company or of
a duly authorized transfer agent of the Company), no right to vote or receive
dividends or any other rights as a stockholder exists with respect to the
Optioned Stock, notwithstanding the exercise of the Option. Subject to the
requirements of Section 6 below, the Shares will be issued to the Optionee as
soon as practicable after the Option is exercised in accordance with the Option
Agreement. No adjustment will be made for a dividend or other right for which
the record date is prior to the date of issuance except as provided in the Plan.


5.               Tax Consultation. Optionee understands that Optionee
may suffer adverse tax consequences as a result of Optionee’s purchase or
disposition of the Shares. Optionee represents that Optionee has consulted with
any tax consultants Optionee deems advisable in connection with the purchase or
disposition of the Shares and that Optionee is not relying on the Company for
any tax advice. 

6.               Refusal to Transfer. The Company will not (i)
transfer on its books any Shares that have been sold or otherwise transferred in
violation of any of the provisions of this Exercise Notice,
or (ii) be required to treat as owner of such Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares have been so transferred. 









7.               Successors and Assigns.  The Company may assign any of its rights under this Exercise Notice to single or multiple assignees, and this Exercise Notice inures to the benefit of the successors and assigns of the Company. Subject to the
restrictions on transfer herein set forth, this Exercise Notice is binding upon Optionee and his or her heirs, executors, administrators, successors and assigns. 


8.               Interpretation. Any dispute regarding the interpretation of this Exercise Notice will be submitted by Optionee or by the Company forthwith to the Administrator for review at its next regular meeting. The resolution of disputes by the
Administrator will be final and binding on all parties. 


9.               Governing Law; Severability. This Exercise Notice is be governed by, and construed in accordance with, the laws of the State of Nevada, without giving effect to its conflict or choice of law principles that might otherwise refer
construction or interpretation of this Exercise to the substantive law of another jurisdiction. In the event that any provision hereof becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Exercise
Notice will continue in full force and effect. 


10.               Notices. Any notice required or permitted hereunder will be provided in writing and deemed effective if provided in the manner specified in the Option Agreement. 


11.               Further Instruments. The parties agree to execute any further instruments and to take any further action as may be reasonably necessary to carry out the purposes and intent of the Option Agreement and this Exercise Notice. 


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12.               Entire Agreement. The Plan and Option Agreement are
incorporated herein by reference. This Exercise Notice, the Plan, and the Option
Agreement constitute the entire agreement of the parties with respect to the
subject matter hereof and supersede in their entirety all prior undertakings and
agreements of the Company and Optionee with respect to the subject matter
hereof, and may not be modified adversely to the Optionee’s interest except by
means of a writing signed by the Company and Optionee. 

	Submitted by: 	 	Accepted by: 
	OPTIONEE 	 	CHINA TRANSINFO TECHNOLOGY CORP.
  



	Signature
    	 	By 
	 	 	 
	 	 	 
	Print Name 	 	Print Name 
	 	 	 
	  	 	Chief Executive Officer 
	  	 	Title 
	 	 	 
	Address: 	 	Address: 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	Date Received





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