ex10-1.htm


    
       

      EXHIBIT
10.1

       

      RESTRICTED
STOCK PURCHASE AGREEMENT

       

      
        
          
            
              	
                      Name of
      Purchaser:

                       

                    	
                      _________________________
      (the “Purchaser”)

                    
	
                      Number of
      Shares:

                    	
                      _________________________
      (the “Shares”)

                    


            

          

        

      

       

      This RESTRICTED
STOCK PURCHASE AGREEMENT (“Agreement”),
is made as of the date set forth below by and between HONG KONG WINALITE GROUP,
INC., a Nevada corporation (the “Company”),
and the purchaser named below (the “Purchaser”).

       

      WHEREAS, The Hong
Kong Winalite Group, Ltd., a Hong Kong subsidiary of the Company (“Winalite”),
and the Purchaser entered into this Restricted Stock Purchase
Agreement.

       

      NOW, THEREFORE,
in consideration of the mutual covenants herein contained, and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:

       

      
        	
                1.  

              	
                The Price
      Per Share designated in the Stock Purchase Agreement is Two United States
      Dollars (US$2.00).

              


      

       

      
        	
                2.  

              	
                Any
      assignment by the Company of the Stock Purchase Agreement will
      automatically assign to the same assignee all the Company’s rights
      (including, without limitation, the rights of repurchase) hereunder and
      Purchaser consents thereto. The Purchaser hereby undertakes and covenants
      with the Company that the Purchaser will on demand of the Company ,
      immediately return to it such number of shares of the Company equivalent
      to the number of the Unvested Shares. The Purchaser further undertakes
      that he or she will sign and/or execute any document, deed, agreement,
      instrument or act which the Company may request for enabling the Company
      to exercise all or any of the rights, powers, authorities and discretions
      conferred by the Stock Purchase Agreement or by law on the
      Company.

              


      

       

      
        	
                3.  

              	
                The
      Purchaser hereby irrevocably agrees that he or she will not, without the
      prior written consent of the Company, from the date of execution of the
      Stock Purchase Agreement and continuing to and including the date five and
      one half (5 1⁄2) years after the date of execution of the Stock Purchase
      Agreement (the “Lock-Up
      Period”), offer for sale, sell, contract to sell, pledge, grant any
      option for the sale of, enter into any transaction which is designed to,
      or might reasonably be expected to, result in the disposition (whether by
      actual disposition or effective economic disposition due to cash
      settlement or otherwise) or otherwise dispose of, directly or indirectly,
      any Shares or any securities convertible into or exchangeable for, or any
      options or rights to purchase or acquire the
  Shares.

              


      

       

      
        	
                4.  

              	
                At the end
      of the Lock-Up Period, the Company will assess the status of all Shares,
      and the Company has right and sole discretion to perform any of the
      following actions:

              


      

       

      
        	
                4.1  

              	
                Cancel all
      unvested and unpaid Shares.

              


      

       

      
        	
                4.2  

              	
                Cancel all
      vested and unpaid Shares.

                 

                 

                 

              


      

       

      
        
          
          

        

        
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                4.3  

              	
                Repurchase
      all or any portion of the unvested and paid Shares at the price equal to
      the price paid by the Purchaser.

              


      

       

      
        	
                4.4  

              	
                Repurchase
      all or any portion of the vested and paid Shares at the price equal to the
      price paid by the Purchaser.

              


      

       

      
        	
                5.  

              	
                All Shares
      are subject to the appropriate vesting schedule attached to this
      Agreement.

              


      

       

       

       

       

       


      
        
          
             

          

           


        

        
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      VESTING
SCHEDULE AGREEMENT

       

      
        
          
            	
                    First
      Vesting Date:

                  	
                    ____________________
      (the “First
      Vesting Date”)

                  


          

        

      

       

      This is the
vesting schedule for the Shares purchased by the Purchaser pursuant to a
Restricted Stock Purchase Agreement between the Purchaser and The Hong Kong
Winalite Group Ltd., a Hong Kong subsidiary of Hong Kong Winalite Group, Inc.
(the “Company”),
dated as of the date set forth above (the “Agreement”).
Unless separately defined in this schedule, all capitalized terms on the Vesting
Schedule have the meanings assigned to them in the Agreement.

       

      All Shares must
become vested before the Purchaser has the right (subject to a lock-up during
the Lock-Up Period) to sell or otherwise dispose of the Shares. On the date of
the Agreement, all of the Shares are Unvested Shares. Thereafter, until the
occurrence of a Termination with respect to the Purchaser, ten
percent (10%) of the Unvested
Shares will vest and thereby become Vested Shares every six (6) months over a
period of five (5) years, according to the following
schedule:

       

      Ten percent (10%)
of the total number of Shares will vest and become Vested Shares on the First
Vesting Date and on each six-month anniversary thereafter (each, a “Vesting
Date”), until all the Shares have vested or the occurrence of a Termination with
respect to the Purchaser, whichever shall occur first, if and only if, on each
Vesting Date:

       

      (a) Full-time:
Purchaser has been engaged full-time as a Distributor, or as a shareholder or
employee of a Distributor, during the entire six months preceding the Vesting
Date (“Vesting Period”); and

       

      (b) Non-competition:
Purchaser has not been, at any time, directly or indirectly, a shareholder or
employee of, a consultant or service provider to, or a controlling person of,
any other person or entity which competes with any member of the Company Group;
and

       

      (c) No
violation of policies: Purchaser has not violated any policies of the
Company, as may be amended from time to time, which have been made known to or
available to Purchaser; and

       

      (d) Net
Sales: Beginning with the second Vesting Date and for each subsequent
Vesting Dates, the Purchaser’s Net Sales during the Vesting Period ending on the
applicable Vesting Date must be higher than the Net Sales achieved by the
Purchaser during the immediate preceding Vesting Period ending on the immediate
preceding Vesting Date. If Shares failed to vest during the applicable Measuring
Period due to lower Net Sales (“Failed Measuring Period”), the Shares due to
vest in the Failed Measuring Period will never vest, and Net Sales from the
Failed Vesting Period will not be used as a measuring benchmark for future
vesting. Thus, for the Vesting Period immediately following the Failed Measuring
Period, the Purchaser must achieve Net Sales that is higher than the highest Net
Sales achieved during previous Measuring Periods. The Company will calculate the
Purchaser’s Net Sales Volume for each measuring period and the Company’s
calculations, in the absence of manifest error, shall be final, conclusive and
binding on the parties.

       

      If any Shares did
not vest because the Purchaser violated any of the conditions listed in the
above section, the Shares that would have been vested will never become Vested
Shares, even if those Shares had been validly paid for by the
Purchaser.

       

      “Distributor”
means a person or legal entity which has a valid and binding distribution
agreement in effect between such person or entity and a member of the Company
Group.

       

      
        
          
          

        

        
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      “Net
Sales” means the net volume of products sold and delivered by the
Purchaser or members of the Purchaser’s Company Group as measured in the
applicable currency.

       

      IN WITNESS
WHEREOF, the parties hereto have signed this Agreement as of the date set forth
below.

       

      Date:                      _______________

       

      
        	
                THE
      COMPANY:

                 

                Hong Kong
      Winalite Group, Inc.

                 

                 

              	
                SIGNED,
      SEALED AND DELIVERED

                by
      PURCHASER:

              
	
                By:______________________________

                 

                Print
      Name:

              	
                By:______________________________

                 

                Print
      Name:

                 

                Telephone
      No.:

                 

                Address:

              


      

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

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