China Public Security Technology, Inc. - Exhibit 10.1 - Prepared By TNT
Filings Inc.




  




CHINA PUBLIC SECURITY TECHNOLOGY, INC. 


2007 EQUITY INCENTIVE PLAN 

STOCK OPTION AGREEMENT 


Unless otherwise
defined herein, the terms defined in the 2007 Equity Incentive Plan (the "Plan")
shall have the same defined meanings in this Stock Option Agreement (the "Option
Agreement"). 


I.    
NOTICE OF STOCK OPTION
GRANT 

Name: 

Address:


The undersigned Optionee has 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: 


	
    Date of Grant
	________________________
	 	 
	
    Vesting Commencement Date
	________________________
	 	 
	
    Exercise Price per Share
	________________________
	 	 
	
    Total Number of Shares Granted
	________________________
	 	 
	
    Total Exercise Price
	________________________
	 	 	 
	
    Type of Option:
	____	Incentive Stock Option
	
     	 	 
	
     
	____	Nonstatutory Stock
    Option
	 	 
	
    Expiration Date:
	________________________
	 	 
	
    Vesting Schedule:
	________________________
	 	 
	
    

Termination Period: 
	 



To the extent vested,
this Option shall 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 shall 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 the
Expiration Date as provided above and may be subject to earlier termination as
provided in the Plan. 




II. 
    AGREEMENT 



1.    
Grant of Option. The
Administrator of the Company 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 shall 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 Section 422 of
the Code. Nevertheless, to the extent that it exceeds the $100,000 rule of Code
Section 422(d), this Option shall be treated as a Nonstatutory Stock Option.


2.    
Exercise of Option.


(a)
    Right
to Exercise. This Option shall be 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 shall be exercisable by 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 shall 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. The Exercise Notice shall be accompanied by payment
of the aggregate Exercise Price as to all Shares being acquired, together with
any applicable tax withholding. This Option shall 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 shall 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 shall be considered transferred to the Optionee on the date
on which the Option is exercised with respect to the Shares. 


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

(a)
    cash;


(b)    
check; 

(c)    
to the extent not prohibited
by Section 402 of the Sarbanes-Oxley Act of 2002, a promissory note; 


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(d)    
to the extent not prohibited
by Section 402 of the Sarbanes-Oxley Act of 2002, surrender of other Shares
which have a Fair Market Value on the date of surrender equal to the aggregate
Exercise Price of the Shares being acquired; 

(e)    
consideration received by the
Company under a formal cashless exercise program adopted by the Company in
connection with the Plan; 

(f)    
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; 

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

(h)
    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 shareholders 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 shall 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 shall be 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. 


(b)
    Notice
of Disqualifying Disposition of ISO Shares. If the Option granted to
Optionee herein 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 Date of Grant, or (ii) the date one (1) year after the
date of exercise, the Optionee shall 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. 

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(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 date of grant (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 the fair market value of a Share on the date of grant 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 date of grant, Optionee shall be solely responsible for
Optionee’s costs related to such a determination. 

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 SHALL 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 shall 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: 

China Public Security Technology, Inc.


21st Floor, Everbright Bank Building, 

Zhuzilin, Futian District, 

Shenzhen, Guangdong, 518040 

People’s Republic of China 

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 shall 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. 



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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 shall, 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 shall have the power to determine what constitutes a breach or
threatened breach of this Option Agreement or the Plan. The Administrator’s
determinations shall be final and conclusive and binding upon the Optionee.


11.   
 No
Waiver. No waiver of any breach or condition of this Option Agreement shall
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 shall be governed by, and construed in accordance with, the laws of
the State of Florida applicable to contracts made and to be wholly performed
therein, without giving effect to its conflict of laws principles. 

15.    
Counterparts; Facsimile
Execution. This Option Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original, but all of which
together shall 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 and 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 shall not affect any other provisions
of this Option Agreement, and this Option Agreement shall be construed as if
such invalid, illegal or unenforceable provision had never been contained
herein. 


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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 PUBLIC SECURITY
    TECHNOLOGY, INC.
	 	 
	
    _______________________	
    _______________________
	Signature	By
	 	 
	
    _______________________	
    _______________________
	Print Name	Print Name
	 	 
	
    _______________________	
    _______________________
	 	Title
	
    _______________________	 
	Residence Address	 



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EXHIBIT A 

2007 EQUITY INCENTIVE PLAN 

EXERCISE NOTICE 


China Public Security Technology, Inc. 

21st Floor, Everbright Bank Building, 

Zhuzilin, Futian District, 

Shenzhen, Guangdong, 518040 

People’s Republic of China 

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 Public Security
Technology, Inc. under and pursuant to the 2007 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 Shareholder.
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 shareholder shall
exist with respect to the Optioned Stock, notwithstanding the exercise of the
Option. The Shares shall be issued to the Optionee as soon as practicable after
the Option is exercised in accordance with the Option Agreement. There shall be
no adjustments for dividends or other rights 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.    
Successors and Assigns.
The Company may assign any of its rights under this Exercise Notice to single or
multiple assignees, and this Exercise Notice shall inure to the benefit of the
successors and assigns of the Company. Subject to the restrictions on transfer
herein set forth, this Exercise Notice shall be binding upon Optionee and his or
her heirs, executors, administrators, successors and assigns. 




7.    
Interpretation. Any
dispute regarding the interpretation of this Exercise Notice shall be submitted
by Optionee or by the Company forthwith to the Administrator which shall review
the dispute at its next regular meeting. The resolution of disputes by the
Administrator shall be final and binding on all parties. 

8.
    
Governing Law; Severability. This Exercise Notice is governed by the
internal substantive laws but not the choice of law rules, of the State of
Florida. 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 shall continue in full force and effect. 

9.    
Notices. Any notice
required or permitted hereunder shall be provided in writing and shall be deemed
effective if provided in the manner specified in the Option Agreement. 


10. 
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
this Option Agreement. 

11.
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 Public Security
    Technology, Inc.
	 	 
	
    _______________________	
    _______________________
	Signature	By
	
    _______________________	
    _______________________
	Print Name	Print Name
	 	
    _______________________
	
    _______________________	Title
	Address:	Address:
	 	 
	
    _______________________	
    _______________________
	
    _______________________	
    _______________________
	 	 
	 	 
	 	
    _______________________
	 	Date Received



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