Yayi International Inc.: Exhibit 10.2 - Prepared by newsfilecorp.com





Exhibit 10.2


YAYI INTERNATIONAL INC. 

2010 EMPLOYEE STOCK OPTION AND STOCK AWARD PLAN


AWARD AGREEMENT 


Yayi International
Inc., a Delaware corporation (the "Company"), has granted to the Participant
named on the Notice of Grant of Options (the "Notice of Grant"), which is
attached hereto, an option (the "Option") to purchase that number of shares
("Shares") set forth on the Notice of Grant at the exercise price per Share set
forth on the Notice of Grant (the "Exercise Price"), subject to all of the
terms, definitions and provisions in this Yayi International Inc. 2010 Employee
Stock Option and Stock Award Plan Award Agreement ("Agreement") and the
Company's 2010 Employee Stock Option and Stock Award Plan (as applicable, the
"Plan"), which is incorporated herein by reference. In the event of a conflict
between the terms and conditions of the Plan and the terms and conditions of
this Agreement, the terms and conditions of the Plan shall prevail. The terms
defined in the Plan shall have the same defined meanings in this Agreement.



1.
Nature of Option. This Option
is not intended to qualify as an Incentive Stock Option under Section 422 of the
Code. This Option is intended to be a Nonstatutory Stock Option. 

2.
Vesting Schedule. Subject to
the Performance Conditions provided in Section 3, the Option awarded by this
Agreement shall vest in accordance with the vesting provisions set forth in the
Notice of Grant. Shares scheduled to vest on a certain date or upon the
occurrence of a certain condition shall not vest in Participant in accordance
with any of the provisions of this Agreement, unless Participant shall have been
continuously an employee of the Company or its Subsidiary ("Employee") from the
Grant Date until the date such vesting occurs. 

3.
Performance Conditions. The Option is
subject to the performance requirements set forth in 
Appendix I, which must be
satisfied as a condition of the Option becoming vested and exercisable. 


4.
Administrator Discretion. The
Plan Administrator, in its discretion, may accelerate the vesting of the
balance, or some lesser portion of the balance, of the unvested Option at any
time, subject to the terms of the Plan. If so accelerated, such Option shall be
considered as having vested as of the date specified by the Plan Administrator.


5.
Exercise of Option. This
Option may be exercised only within the term set out in the Notice of Grant, and
may be exercised during such term only in accordance with the Plan and the terms
of this Agreement. 

6.
Method of Payment. The
exercise price for Shares purchased under an Option shall be paid in full to the
Company by delivery of consideration equal to the product of the Option exercise
price and the number of Shares purchased. Such consideration must be paid in
cash unless the Company adopts any "cashless" exercise method. 





7. 
Termination Period. Subject to
applicable laws, if the Participant ceases to be an 

Employee, he or she
may, but only within three (3) months after the date Participant ceases to be an
Employee, exercise this Option to the extent that he or she was entitled to
exercise it as of the date of such cessation. To the extent he or she was not
entitled to exercise this Option as of the date of such cessation, or if he or
she does not exercise the Option within the time specified herein, the Option
shall terminate. 

Notwithstanding the
provisions above, if Participant ceases to be an employee as a result of his or
her Disability, he or she may, but only within twelve (12) months from
the date of such cessation, exercise his or her Option to the extent he or she
was entitled to exercise it at the date of cessation. To the extent that he or
she was not entitled to exercise this Option at the date of such cessation, or
if he or she does not exercise such Option within the time specified herein, the
Option shall terminate. 

In the event of the
death of the Participant during the term of this Option and while an employee,
the Option shall become fully exercisable, including as to Shares for which it
would not otherwise be exercisable, and may be exercised, at any time within 
twelve (12) months following the date of death, by Participant's estate or
by a person who acquired the right to exercise the Option by bequest or
inheritance. 

Notwithstanding the foregoing, in no
event may this Option be exercised after the expiration date as provided above.


8.
Tax Obligations. The Company
and its Subsidiaries shall assess tax and social insurance contribution
liability and requirements in connection with the Participant's participation in
the Plan, including, without limitation, tax liability and social insurance
contribution liability associated with the grant or exercise of the Option or
sale of the underlying Shares (the "Tax Liability"). These requirements may
change from time to time as laws or interpretations change. Regardless of the
Company's or any Subsidiary's actions in this regard, the Participant hereby
acknowledges and agrees that the Tax Liability shall be the Participant's
ultimate responsibility and liability. The Participant agrees as a condition of
his or her participation in the Plan to make arrangements satisfactory to the
Company and its Subsidiaries to enable it to satisfy all withholding, payment
and/or collection requirements associated with the satisfaction of the Tax
Liability, including authorizing the Company or the Subsidiary to: (i) withhold
all applicable amounts from the Participant's wages or other cash compensation
due to the Participant, in accordance with any requirements under the laws,
rules, and regulations of the country of which the Participant is a resident,
and/or (ii) act as the Participant's agent to sell sufficient Shares for the
proceeds to settle such requirements. Furthermore, the Participant agrees to pay
the Company or the Subsidiary any amount the Company or any Subsidiary may be
required to withhold, collect or pay as a result of the Participant's
participation in the Plan or that cannot be satisfied by deduction from the
Participant's wages or other cash compensation paid to the Participant by the
Company or the Subsidiary or sale of the Shares acquired under the Plan. The
Participant acknowledges that he or she may not participate in the Plan and the
Company and the Subsidiary shall have no obligation to deliver Shares until the
Tax Liability has been satisfied by the Participant. 





9. 
Rights as Stockholder. Neither
Participant nor any person claiming under or through 

Participant shall have
any of the rights or privileges of a stockholder of the Company in respect of
any Shares deliverable hereunder unless and until certificates representing such
Shares shall have been issued, recorded on the records of the Company or its
transfer agents or registrars, and delivered to Participant. After such
issuance, recordation and delivery, Participant shall have all the rights of a
stockholder of the Company with respect to voting such Shares and receipt of
dividends and distributions on such Shares. 

10.
Acknowledgments.
In accepting the Option, the Participant acknowledges that: 

(a) Any notice period
mandated under applicable laws shall not be treated as continuous service for
the purpose of determining the vesting of the Option; and the Participant's
right to receive Shares in settlement of the Option after termination of
service, if any, will be measured by the date of termination of the
Participant's service and will not be extended by any notice period mandated
under applicable laws. Subject to the foregoing and the provisions of the Plan,
the Company, in its sole discretion, shall determine whether the Participant's
service has terminated and the effective date of such termination. 

(b) The Plan is
established voluntarily by the Company. It is discretionary in nature and it may
be modified, amended, suspended or terminated by the Company at any time, unless
otherwise provided in the Plan and this Agreement. 

(c) All decisions with respect to
future Option grants, if any, will be at the sole discretion of the Company.


(d) The Participant's participation
in the Plan shall not create a right to continued service with the Company (or
any Subsidiary). 

(e) The Participant is voluntarily
participating in the Plan. 

(f) The Option is an
extraordinary item that does not constitute compensation of any kind for service
of any kind rendered to the Company (or any Subsidiary), and which is outside
the scope of the Participant's employment contract, if any. 

(g) The Option is not
part of normal or expected compensation or salary for any purpose, including,
but not limited to, calculating any severance payments, resignation,
termination, redundancy, end-of-service payments, bonuses, long-service awards,
pension or retirement benefits or similar payments. This applies to any payment
even in those jurisdictions requiring such payments upon termination of
employment. 

(h) In the event that
the Participant is not an employee of the Company, the Option grant will not be
interpreted to form an employment contract or relationship with the Company; and
furthermore the Option grant will not be interpreted to form an employment
contract with any Subsidiary . 





(i) The future value
of the underlying Shares is unknown and cannot be predicted with certainty. If
the Participant obtains Shares upon exercise of the Option, the value of those
Shares may increase or decrease. 

11.
Address for Notices. Any notice to be given
to the Company under the terms of this Agreement shall be addressed to the
Company at Xingguang Road No. 9, Northern Industrial Park of Zhongbei Town,
Xi Qing District, Tianjin City, 300380, China or at such other address as
the Company may hereafter designate in writing. 

12.
Grant is Not Transferable.
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
Participant only by Participant. 

13.
Binding Agreement. Subject to
the limitation on the transferability of this grant contained herein, this
Agreement shall be binding upon and inure to the benefit of the heirs, legatees,
legal representatives, successors and assigns of the parties hereto. 

14.
Data Privacy Consent. 
The Participant hereby explicitly
and unambiguously consents to the collection, use and transfer, in electronic or
other form, of the Participant's personal data as described in this document by
and among the Company and each Subsidiary for the exclusive purpose of
implementing, administering and managing the Participant's participation in the
Plan. 


(a) The Participant
understands that the Company (or any Subsidiary) holds certain personal
information about the Participant, including, but not limited to, the
Participant's name, home address and telephone number, date of birth, social
insurance number or other identification number, salary, nationality, job title,
any shares or directorships held in the Company, details of all Options or any
other entitlement to Shares awarded, canceled, exercised, vested, unvested or
outstanding in the Participant's favor, for the purpose of implementing,
administering and managing the Plan ("Data"). 

(b) The Participant
understands that Data may be transferred to any third parties assisting in the
implementation, administration and management of the Plan, that these recipients
may be located in the Participant's country or elsewhere, and that the
recipient's country may have different data privacy laws and protections than
the Participant's country. The Participant understands that he or she may
request a list with the names and addresses of any potential recipients of the
Data by contacting the Participant's local human resources representative. The
Participant authorizes the recipients to receive, possess, use, retain and
transfer the Data, in electronic or other form, for the purposes of
implementing, administering and managing the Participant's participation in the
Plan, including any requisite transfer of such Data as may be required to a
broker or other third party with whom the Participant may elect to deposit any
Shares acquired upon settlement of the Option. The Participant understands that
Data will be held only as long as is necessary to implement, administer and
manage the Participant's participation in the Plan. The Participant understands
that he or she may, at any time, view Data, request additional information about
the storage and processing of Data, require any necessary amendments to Data or
refuse or withdraw the consents herein, in any case without cost, by contacting
in writing the Participant's local human resources representative. The
Participant understands, however, that refusing or withdrawing the Participant's
consent may affect the Participant's ability to participate in the Plan. For
more information on the consequences of the Participant's refusal to consent or
withdrawal of consent, the Participant understands that he or she may contact
the Participant's local human resources representative. 





15.
Additional Conditions to
Issuance of Stock. If at any time the Company shall determine, in its
discretion, that the listing, registration or qualification of the Shares upon
any securities exchange or under any national, local or applicable law, or the
consent or approval of any governmental regulatory authority is necessary or
desirable as a condition to the issuance of Shares to Participant (or his or her
estate), such issuance shall not occur unless and until such listing,
registration, qualification, consent or approval shall have been effected or
obtained free of any conditions not acceptable to the Company. The Company shall
make all reasonable efforts to meet the requirements of any such state or
federal law or securities exchange and to obtain any such consent or approval of
any such governmental authority. 

16.
Special Administration in
China. The grant of the Option, the Participant's ability to exercise the Option
and sale of the Shares may be contingent upon the Company or any Subsidiary
obtaining approval from SAFE for the related foreign exchange transaction and
the establishment of a SAFE-approved bank account. The receipt of funds by the
Participant from the sale of the Shares and the conversion of those funds to the
local currency must be approved by SAFE. In order to comply with the SAFE
regulations, the proceeds from the sale of the Shares must be repatriated into
China through a SAFE-approved bank account set up and monitored by the Company.


17.
Currency Exchange Risk. The
Participant agrees and acknowledges that the Participant shall bear any and all
risk associated with the exchange or fluctuation of currency associated with the
Option, including without limitation the exercise of the Option or sale of the
Shares (the "Currency Exchange Risk"). The Participant waives and releases the
Company and its Subsidiaries from any potential claims arising out of the
Currency Exchange Risk. 

18.
Exchange Control
Requirements. The Participant agrees and acknowledges that the Participant shall
comply with any and all exchange control requirements applicable to the Option
and the sale of Shares and any resulting funds including, without limitation,
reporting or repatriation requirements. 

19.
Plan Governs. This Agreement
is subject to all terms and provisions of the Plan. In the event of a conflict
between one or more provisions of this Agreement and one or more provisions of
the Plan, the provisions of the Plan shall govern. Capitalized terms used and
not defined in this Agreement shall have the meaning set forth in the Plan.


20.
Administrator Authority. The
Plan Administrator shall have the power to interpret the Plan and this Agreement
and to adopt such rules for the administration, interpretation and application
of the Plan as are consistent therewith and to interpret or revoke any such
rules (including, but not limited to, the determination of whether or not any
Shares subject to the Option have vested). All actions taken and all
interpretations and determinations made by the Plan Administrator in good faith
shall be final and binding upon Participant, the Company and all other
interested persons. The Plan Administrator shall not be personally liable for
any action, determination or interpretation made in good faith with respect to
the Plan or this Agreement. The Plan Administrator shall, in its absolute
discretion, determine when such conditions have been fulfilled. 





21.
Electronic Delivery. The
Company may, in its sole discretion, decide to deliver any documents related to
Options awarded under the Plan or future Options that may be awarded under the
Plan by electronic means or request Participant's consent to participate in the
Plan by electronic means. Participant hereby consents to receive such documents
by electronic delivery and agrees to participate in the Plan through any on-line
or electronic system established and maintained by the Company or another third
party designated by the Company. 

22.
Captions. Captions provided
herein are for convenience only and are not to serve as a basis for
interpretation or construction of this Agreement. 

23.
Agreement Severable. In the
event that any provision in this Agreement shall be held invalid or
unenforceable, such provision shall be severable from, and such invalidity or
unenforceability shall not be construed to have any effect on, the remaining
provisions of this Agreement. 

24.
Modifications to the
Agreement. This Agreement constitutes the entire understanding of the parties on
the subjects covered. Participant expressly warrants that he or she is not
accepting this Agreement in reliance on any promises, representations, or
inducements other than those contained herein. Modifications to this Agreement
or the Plan can be made only in an express written contract executed by a duly
authorized officer of the Company. 

25.
Amendment, Suspension or
Termination of the Plan. By accepting this Award, Participant expressly warrants
that he or she has received an Option under the Plan, and has received, read and
understood a description of the Plan. Participant understands that the Plan is
discretionary in nature and may be amended, suspended or terminated by the
Company at any time. 

26.
Governing Law. Subject to
applicable laws, this Agreement and all determinations made and actions taken
pursuant hereto, to the extent not otherwise governed by the federal laws of the
United States, shall be governed by the laws of the State of Delaware without
giving effect to principles of conflicts of laws. 





APPENDIX I 

PERFORMANCE CONDITIONS 

 






YAYI INTERNATIONAL INC. 

2010 EMPLOYEE STOCK OPTION AND STOCK AWARD PLAN


NOTICE OF GRANT 


Unless otherwise
defined herein, the terms defined in the Yayi International Inc. 2010 Employee
Stock Option and Stock Award Plan (the "Plan") will have the same defined
meanings in this Notice of Grant (the "Notice of Grant") and the Yayi
International Inc. 2010 Employee Stock Option and Stock Award Plan Award
Agreement (together, the "Agreement"). 

	

    Participant:  
    	 
	

    ID Number:  	 
	

    Address:  
    	 
	

 	 


Participant has been
granted an Option to purchase Shares of common stock, subject to the terms and
conditions of the Plan and this Agreement, as follows: 

	

    Grant Number 	 
	

    Date of Grant 	
     
	

    Vesting Commencement Date 	
     
	

    Number of Shares Granted	 
	

    Exercise Price per Share 	
     
	

    Total Exercise Price  	
    $
	

    Type of Option 	
     
	

    Term/Expiration Date 	
     
	

    Vesting Schedule:	 
	 	 






Performance Conditions  


 





By Participant's
signature and the signature of the Company's representative below, Participant
and the Company agree that this Option is granted under and governed by the
terms and conditions of the Plan and this Agreement. Participant has reviewed
the Plan and this Agreement in their entirety, has had an opportunity to obtain
the advice of counsel prior to executing this Agreement and fully understands
all provisions of the Plan and Agreement. Participant hereby agrees to accept as
binding, conclusive and final all decisions or interpretations of the Plan
Administrator upon any questions relating to the Plan and Agreement. Participant
further agrees to notify the Company upon any change in the residence address
indicated below. 

	
    PARTICIPANT	 	
    YAYI INTERNATIONAL INC. 
	 	 	 
	
    Signature	 	
     By 
	 	 	 
	
    Print Name	 	
     Title 
	 	 	 
	
    Address: