Unassociated Document


    
      NON-QUALIFIED STOCK OPTION
AGREEMENT

      


      


      THIS NON-QUALIFIED STOCK OPTION
AGREEMENT (“Agreement”) is made by and between China Infrastructure Construction
Corporation, a Colorado corporation (the “Company”), and Yiru Shi (the
“Optionee”). Capitalized term not defined in this Agreement has the meaning
assigned to them in the Employment Agreement by and between the Company and the
Optionee, dated December 17, 2009 (the “Employment Agreement”).

       

      W I T N E S S E T
H:

       

      WHEREAS, the Board of Directors of the
Company (the “Board of Directors”) has, on the date set forth on the signature
page below, granted Optionee a Non-Qualified stock option (the “Option”) to
purchase from the Company shares of the Company’s common stock, no par value
(“Common Stock”);

      


      NOW, THEREFORE, in consideration of the
mutual benefit to be derived herefrom, the Company and Optionee agree as
follows:

      


      1.           Grant of
Option.  The Company hereby transfers to Optionee, the right,
privilege and option (“Option”) to purchase 300,000 shares of its Common Stock
at an exercise price (“Exercise Price”) of $3.9 per share, in the manner and
subject to the conditions provided hereinafter.

       

      2.           Vesting
of  Option.  The Option shall become vested and
exercisable pursuant to the Vesting Schedule set forth on Exhibit
A.  If termination pursuant to Section 5 of the Employment Agreement
occurs, any unvested options shall immediately terminate on the Date of
Termination as defined under the Employment Agreement.   Any
vested options shall terminate upon the 91st day
following the Date of Termination or three years following the date of vesting,
whichever is earlier.

      


      3.           Exercise
Period.  Any exercise may be with respect to any part or all of
the shares then exercisable pursuant to such Option.  All Options must
be exercised within three years after the date of the vesting or within 90 days
following the Date of Termination, whichever is earlier.

      


      4.           Manner of Exercise.
The Option shall be exercised by written notice of exercise in the form of
Exhibit B to this Agreement addressed to the Company and signed by the Optionee
and delivered to the Company, as such Exhibit B may be amended by the Board of
Directors or the Compensation Committee from time to time. Optionee also agrees
to make such other representations as are deemed necessary or appropriate by the
Company and its counsel. If the Option is exercised in part only, the Company
shall make a record such option on its books and records reflecting the partial
exercise which shall be presumptive of the number of shares
exercised.

       

      
        
           

        

        
          1

          
            

          

        

        
           

        

      

       

      (a)            The
Exercise Price is payable by certified or official bank check or by personal
check; provided, however, that no shares of Common Stock shall be issued to
Optionee until the Company has been advised by its bank that the check has
cleared.

       

      (b)            In
lieu of delivery of the cash price or stock consideration for the option
exercise, the Optionee shall have the right, at its option, from time to time or
times during the Exercise Period, elect to exercise the Option through a
“cashless exercise” in which the Optionee shall be entitled to purchase the
shares based on the following formula:

       

      
        	 
      	
                X =
      Y [(A-B)/A]

              
	
                where:

              	 
      
	 
      	
                X =
      the number of shares the Optionee is to receive as the result of option
      exercise.

              
	 
      	
                Y =
      the number of Optioned Shares.

              
	 
      	
                A =
      the arithmetic average of the closing prices for the five trading days
      immediately prior to (but not including) the exercise
  date.

              
	 
      	
                B =
      the Exercise Price”

              


      

      


       

      (c)            (i)           In
the event of the merger or consolidation of the Company with or into any
corporation or other entity or in the event of the sale by the Company of all or
substantially all of its business and assets followed by a distribution of
assets to the stockholders in connection with a liquidation or partial
liquidation of the Company or in the event of a similar transaction (each a
“Merger Transaction”), prior to the expiration of this Option, this Option shall
be converted into the consideration payable with respect to the Common Stock in
the Merger Transaction (the “Merger Consideration”) as follows.

       

      (ii)           The
Optionee shall receive Merger Consideration having a value equal to the
appreciation, if any, of this Option.  The appreciation of this Option
shall be determined by multiplying the number of shares subject to this Option
by the difference between (i) the value of the Merger Consideration payable with
respect to one share of Common Stock and (ii) the Exercise Price of this
Option.  If the value of the Merger Consideration shall be equal to or
less than the Exercise Price, this Option shall not be converted into Merger
Consideration, but shall terminate, to the extent not exercised, at the
effective time of the Merger Transaction.

       

      (iii)           The
consideration payable to the Optionee shall be in the same form as the Merger
Consideration.  If the Merger Consideration shall consist of both cash
and non-cash consideration, the consideration payable upon conversion of this
Option shall be a combination of cash and non-cash consideration in the same
proportion as the Merger Consideration is payable to the holders of the Common
Stock.

       

      
        
           

        

        
          2

          
            

          

        

        
           

        

      

      (iv)           If
and to the extent that the Merger Consideration is other than cash, the value of
the non-cash Merger Consideration shall be determined in good faith by the
Company’s Board of Directors, and the Company shall promptly advise the Optionee
of such determination.  If the Optionee disagrees with the
determination of the Board of Directors, the Optionee shall have the right to
exercise this Option by paying the Exercise Price as provided in Section 4(b) or
(c) of this Agreement prior to the effectiveness of the Merger
Transaction.  If the Option is not exercised prior to the
effectiveness of the Merger Transaction, the Option shall be automatically
converted or terminated, as the case may be, as provided in this Section
4(d).

       

      (d)            The
shares of Common Stock when issued upon exercise of the Option (the “Optioned
Shares”), will be duly and validly authorized and issued, fully paid and
non-assessable.

       

      (e)            In
connection with any exercise of this Option, the Optionee shall,
contemporaneously with the exercise of this Option, to the extent required by
law, pay or provide for payment of any withholding taxes due as a result of such
exercise.

       

      5.           Restrictions on Exercise and
Delivery.  The exercise of this Option, in whole or in part, shall
be subject to the condition that, if at any time the Board of Directors or the
Compensation Committee, shall determine, in its sole and absolute
discretion,

      


      (a)    the
satisfaction of any withholding tax or other withholding liabilities, is
necessary or desirable as a condition of, or in connection with, such exercise
or the delivery or purchase of Stock pursuant thereto,

      


      (b)    the listing,
registration, or qualification of any shares deliverable upon such exercise is
desirable or necessary, under any state or federal law, as a condition of, or in
connection with, such exercise or the delivery or purchase of shares pursuant
thereto, or

      


      (c)    the consent
or approval of any regulatory body is necessary or desirable as a condition of,
or in connection with, such exercise or the delivery or purchase of shares
pursuant thereto, then in any such event, such exercise shall not be effective
unless such withholding, listing, registration, qualification, consent or
approval shall have been effected or obtained free of any conditions not
acceptable to the Board of Directors or its compensation committee. Optionee
shall execute such documents and take such other actions as are required by the
Board of Directors or the Compensation Committee to enable it to effect or
obtain such withholding, listing, registration, qualification, consent or
approval. Neither the Company nor any officer or director, or member of the
Board of Directors or the Compensation Committee, shall have any liability with
respect to the non-issuance or failure to sell shares as the result of any
suspensions of exercisability imposed pursuant to this Section.

      


      
        
           

        

        
          3

          
            

          

        

        
           

        

      

      6.           Termination of
Option.  Except as otherwise provided in this Agreement, to the
extent not previously exercised, upon the first to occur of any of the following
events:

      


      (a)           The
dissolution or liquidation of the Company;

      


      (b)           The
breach by Optionee of any material provision of this Agreement and the
Employment Agreement;

      


      
        	
                 
      

              	
                (c)

              	
                The
      expiration of three years from the vesting date of any
      Options.

              


      

      


      
        	
                 
      

              	
                (d)

              	
                90
      days after the Date of Termination as defined under the Employment
      Agreement.

              


      

       

      8.            Adjustment
Provisions. The number of shares of Common Stock subject to the Option
and the Exercise Price shall be adjusted in accordance with generally accepted
accounting principles in the event of a stock dividend, stock split, stock
distribution, reverse split or other combination of shares, recapitalization or
otherwise, which affects the Common Stock.

       

      9.            Transferability. The
Option is not transferable by the Optionee except that, in the event of
Optionee’s death or incompetence, the Option may be exercised by Optionee’s
legal representative or by the persons to whom the Option is transferred by will
or the laws of descent and distribution.

       

      10.                      No Rights As a
Stockholder.  The Optionee shall have no interest in and shall
not be entitled to any voting rights or any dividend or other rights or
privileges of a stockholder of the Company with respect to any shares of Common
Stock issuable upon exercise of this Option prior to the exercise of this Option
and payment of the Exercise Price.

       

      11.                      No Rights to Continued
Service.  Nothing in this Option shall be constructed as an
employment or consulting agreement.

       

      12.                      Legality. Anything in
this Option to the contrary notwithstanding, the Optionee agrees that he or she
will not exercise the Option, and that the Company will not be obligated to
issue any shares of Common Stock pursuant to this Option, if the exercise of the
Option or the issuance of such shares shall constitute a violation by the
Optionee or by the Company of any provisions of any law or of any regulation of
any governmental authority. Any determination by the Board of Directors or the
Compensation Committee shall be final, binding and conclusive. The Company shall
not be obligated to take any affirmative action in order to cause the exercise
of the Option or the issuance of shares pursuant thereto to comply with such law
or regulation.  The Optionee understands that, unless the issuance of
the Optioned Shares is registered pursuant to the Securities Act of 1933, as
amended (the “Securities Act”), the Optioned Shares, if and when issued, will be
restricted securities, as defined in Rule 144 of the Securities and Exchange
Commission pursuant to the Securities Act. The Company shall not be required to
issue any Optioned Shares if the issuance thereof is not permitted pursuant to
the Securities Act. The Company shall not be required to register the Optioned
Shares pursuant to the Securities Act.

       

      
        
           

        

        
          4

          
            

          

        

        
           

        

      

      13.                      Action by Company.
The existence of the Option shall not effect in any way the right or power of
the Company or its stockholders to make or authorize any or all adjustments,
recapitalization, reorganizations or other changes in the Company’s capital
structure or its business, or any merger or consolidation of the Company, or any
issue of bonds, debentures, preferred or prior preference stocks ahead of or
affecting the Common Stock or the rights thereof, or the dissolution or
liquidation of the Company, or any sale or transfer of all or any part of its
assets or business, or any other corporate act or proceeding, whether of a
similar character or otherwise.

       

      14.                      Entire
Agreement.  This Agreement contains the entire understanding of
the parties with respect to the subject matter hereof and supersedes all prior
agreements, understandings, discussions and representations, oral or written,
with respect to such matters, which the parties acknowledge have been merged
into this Agreement.

       

      15.                      Interpretation. As a
condition of the granting of the Option, the Optionee and each person who
succeeds to the Optionee’s rights hereunder, agrees that any dispute or
disagreement which shall arise under or as a result of or pursuant to this
Option shall be determined by the Board of Directors or its Compensation
Committee in its sole discretion and that any interpretation by the Board of
Directors or its Compensation Committee of the terms of this Option shall be
final, binding and conclusive.

       

      16.                      Notices. Any notice
to be given under the terms of this Agreement shall be addressed to the Company
in care of its Secretary at its principal office, and any notice to be given to
Optionee shall be addressed to such Optionee at the address maintained by the
Company for such person or at such other address as the Optionee may specify in
writing to the Company.

       

      17.                      Binding Effect. This
Agreement shall be binding upon and inure to the benefit of Optionee, his heirs
and successors, and of the Company, its successors and assigns.

       

      18.                      Governing Law. This
Agreement shall be governed by the laws of the State of New York without giving
effect to principles of conflicts of laws.

       

      19.                      Descriptive
Headings.  Titles to Sections are solely for informational
purposes.

       

      
        
           

        

        
          5

          
            

          

        

        
           

        

      

      


      IN WITNESS WHEREOF, this Agreement is
effective as of, and the date of grant shall be December 17, 2009.

      


      


      CHINA
INFRASTRUCTURE CONSTRUCTION CORPORATION

      a Colorado corporation

      


      


      By: __/s/ Rong
Yang________________

      Name: Rong Yang

      Title: Chief Executive
Officer

      


      


      OPTIONEE

      


      __/s/ Yiru
Shi______________________

      
 

      


      ____Yiru
Shi______________________

      Print Name

      


      


      


      
        
           

        

        
          6

          
            

          

        

        
           

        

      

       

      EXHIBIT
A

      


      VESTING
SCHEDULE


      


      
        	
                 
      

              	
                ·

              	
                150,000
      shares will vest on December 17,
2010

              


      

      
        	
                 
      

              	
                ·

              	
                150,000
      shares will vest on December 17,
2011

              


      

      


      
 

      
        
           

        

        
          7

          
            

          

        

        
           

        

      

      


      
 

      EXHIBIT
B

      
 

      


      ______________, 200__

      


      


      China
Infrastructure Construction Corporation

      


      Re:           Stock
Option Exercise

      


      To Whom
It May Concern:

      


      I (the “Optionee”) hereby exercise my
right to purchase ________ shares of common stock (the “Stock”) of China
Infrastructure Construction Corporation, a Colorado corporation (the “Company”)
as set forth in the Option Agreement (the “Agreement”) with the Company granting
me ___________ shares of its common stock.

      


      o I elect to exercise
__________ option shares by delivery payment of the aggregate exercise price to
the Company.

      


      OR

      


      o I elect to exercise
__________ option shares pursuant to the following formula in lieu of delivery
of the cash price for the option exercise.

      


      
        	 
      	
                X =
      Y [(A-B)/A]

              
	
                where:

              	 
      
	 
      	
                X =
      the number of shares the Optionee is to receive as the result of option
      exercise.

              
	 
      	
                Y =
      the number of Optioned Shares.

              
	 
      	
                A =
      the arithmetic average of the closing prices for the five trading days
      immediately prior to (but not including) the exercise
  date.

              
	 
      	
                B =
      the Exercise Price

              


      

      


      


      Please
deliver to me at my address as set forth above stock certificates representing
the subject shares registered in my name.

      


      The Optionee hereby represents and
agrees as follows:

      


      
        
           

        

        
          8

          
            

          

        

        
           

        

      

       

       

      1.           The
Optionee acknowledges receipt of a copy of the Agreement. The Optionee has
carefully reviewed the Agreement.

      


      2.           The
Optionee is a resident of  __________.

      


      3.           The
Optionee represents and agrees that if the Optionee is an “affiliate” (as
defined in Rule 144 under the Securities Act of 1933) of the Company at the time
the Optionee desires to sell any of the Stock, the Optionee will be subject to
certain restrictions under, and will comply with all of the requirements of,
applicable federal and state securities laws.

      


      The foregoing representations and
warranties are given on ________ at _____________________.

      


      OPTIONEE:

      


      


      _____________________________

      


          Print
Name:______________________________

       

       

       

       

      9