China Biologic Products, Inc.: Exhibit 10.2 - Filed by
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Exhibit 10.2


CHINA BIOLOGIC PRODUCTS, INC.

2008 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 Biologic Products, Inc. 2008 Equity Incentive Plan (the “Plan”).

	I. 	NOTICE OF STOCK OPTION GRANT
    


Optionee: Xiaoying (David) Gao


Address: c/o China Biologic Products, Inc., 18th
Floor, Jialong Int’l Tower, 19 Chaoyang Park Road, Beijing 100125, PRC 

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: 	May 10, 2012
	 	 	 
	 	Vesting Commencement Date: 	August 11, 2012 
	 	 	 
	 	Exercise Price per Share: 	$9.23 
	 	 	 
	 	Total Number of Shares Granted: 	300,000 
	 	 	 
	 	Total Exercise Price: 	$2,769,000 
	 	 	 
	 	Type of Option: 	Nonstatutory Stock Option 
	 	 	 
	 	Expiration Date: 	Ten (10) years after Grant Date 
	 	  	Vesting Schedule: Options will vest
      in twelve (12) 
	 	  	equal portions on a quarterly basis over a
      3-year period, 
	 	  	with the first portion vesting on August 11,
      2012; 
	 	  	provided that the Optionee is employed by
      the 
	 	  	Company on each vesting date. 
	 	Termination Period: 	  


To the extent vested, this Option will be exercisable for three
(3) months after Optionee ceases to be and Employee as defined in the Plan.
Notwithstanding the foregoing sentence, in no event may this Option be exercised
after any termination of the Optionee as an Employee 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; or (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, 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.


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.


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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 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. 


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. 


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(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. 


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 Financial Officer at the address set forth below:


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China Biologic Products, Inc. 

18th Floor, Jialong Int’l Tower

19 Chaoyang Park Road 

 Beijing 100125, PRC 




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 Delaware, 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.


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. 


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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 BIOLOGIC PRODUCTS, INC. 
	 	 	 
	/s/ Xiaoying
      (David) Gao 	 	/s/
  
	Signature 	 	By 
	 	 	 
	Xiaoying (David)
      Gao 	 	 
    
	Print Name 	 	Print
      Name 
	 	 	 
	  	 	Title 
	Residence Address 	 	  


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EXHIBIT A


2008 EQUITY INCENTIVE PLAN


EXERCISE NOTICE


China Biologic Products, Inc. 
18th Floor, Jialong Int’l
Tower
19 Chaoyang Park Road 
Beijing 100125, PRC 


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
Biologic Products, Inc. (the “Company”) under and pursuant to the China Biologic
Products, Inc. 2008 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 Delaware, 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. 


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. 


[Signature Page Follows]


 







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	Submitted by: 	 	Accepted by: 
	OPTIONEE 	 	CHINA BIOLOGIC PRODUCTS, INC.




	 	 	 
	Signature 	 	By
  
	Print Name 	 	Print
      Name 
	 	 	 
	 	 	 
	  	 	Title 
	Address: 	 	Address: 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	Date Received