Unassociated Document


    DEER
CONSUMER PRODUCTS, INC.

     2009
EQUITY INCENTIVE PLAN

    AWARD
AGREEMENT

     

    Notice of Stock Option
Grant

     

    Deer
Consumer Products, Inc., a Nevada corporation (the “Company”), grants to the
Participant named below, in accordance with the terms of the Deer Consumer
Products, Inc. 2009 Equity Incentive Plan (the “Plan”) and this Award Agreement
(the “Agreement”), an option (the “Option”) to purchase the number of Shares at
the exercise price per share (“Exercise Price”) as follows:

    
    

     

    
      	Name of
      Participant:  	 	 
	 	 	 
	Number of
      Shares: 	 	 
	 	 	 
	Exercise
      Price:   	$[ ] per
      share	 
	 	 	 
	Date of
      Grant:   	 	 
	 	 	 
	Vesting
      Dates:    	 	 
	 	 	 
	Type of
    Option	 	 


    

     

    Terms of
Agreement

     

         1. Grant of Option.
Subject to and upon the terms, conditions and restrictions set forth in this
Agreement, in the Plan, and in the Lockup Agreement of the undersigned, dated
_____________ (the “Lockup Agreement”), the Company hereby grants to the
Participant as of the Date of Grant the Option to purchase the number of Shares
at the Exercise Price as set forth above.

     

       
2. Vesting of
Option.

     

              (a) Unless
and until terminated as hereinafter provided, the Option shall vest and become
exercisable if the Participant shall have remained in the continuous employ of
the Company or a Subsidiary or a member of the Board of Directors of the
Company (the “Board of Directors”) through the vesting dates set forth below
with respect to the portion of Shares set forth next to such date.

     

    
      	Vesting
      Date  	 	
              Portion of
      Shares Vested

              and Exercisable

            	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 


    

                                           

             (b) Notwithstanding
the provisions of Section 2(a), the Option will become immediately
exercisable in full if, prior to the date the Stock Option becomes fully vested
and exercisable pursuant to Section 2(a), and while the Participant is in
the employ of the Company and its Subsidiaries or a member of the Board of
Directors, the Participant dies or becomes permanently disabled as reasonably
determined by the Board of Directors (“Permanent Disability”).

     

              (c) For
purposes of this Agreement, the continuous employment of the Participant with
the Company and its Subsidiaries or appointment to the Board of Directors shall
not be deemed to have been interrupted, and the Participant shall not be deemed
to have ceased to be an employee of the Company and its Subsidiaries or member
of the Board of Directors, by reason of the transfer of his employment or
directorship among the Company and its Subsidiaries or a leave of absence or
layoff approved by the Committee.

     

         3. Forfeiture of Option.
To the extent that the Option has not yet vested pursuant to Section 2 above, it
shall be forfeited automatically without further action or notice if the
Participant ceases to be employed by the Company and its Subsidiaries or be a
member of the Board of Directors prior to the Vesting Date other than as
provided in Section 2(b). The Option shall vest on a monthly prorated basis
if such termination is prior to an anniversary of the Date of
Grant.

     

    
      
         

      

      
        1

        
          

        

      

      
         

      

       

    

         4. Exercise of
Option.

     

              (a) To
the extent that the Option becomes vested and exercisable in accordance with
this Agreement, it may be exercised in whole or in part from time to time by
written notice to the Company or its designee stating the number of Shares for
which the Option is being exercised (which number must be a whole number), the
intended manner of payment, and such other provisions as may be required by the
Company or its designee. The Option may be exercised, during the lifetime of the
Participant, only by the Participant, or in the event of his legal incapacity,
by his guardian or legal representative acting on behalf of the Participant in a
fiduciary capacity under state law and court supervision. If the Participant
dies before the expiration of the Option, all or part of this Option may be
exercised (prior to expiration) by the personal representative of the
Participant or by any person who has acquired this Option directly from the
Participant by will, bequest or inheritance, but only to the extent that the
Option was vested and exercisable upon the Participant’s death.

     

              (b) The
Exercise Price is payable (i) in cash or by certified or cashier’s check or
other cash equivalent acceptable to the Company payable to the order of the
Company, (ii) by surrender of Shares (including by attestation) owned by
the Participant having an aggregate Fair Market Value at the time of exercise
equal to the total Exercise Price, or (iii) by a combination of the foregoing
methods.

     

         5. Term of Option. The
Option will terminate on the earliest of the following dates:

     

              (a) One
year after the Participant ceases to be an employee of the Company or any
Subsidiary or member of the Board of Directors as a result of his death or
Permanent Disability;

     

              (b) Ninety
days after the Participant ceases to be an employee of the Company or any
Subsidiary or member of the Board of Directors for any reason other than as
described in Section 5(a); or

     

              (c) The
fifth anniversary of the Date of Grant.

     

              Notwithstanding
the foregoing provisions of this Section 5, the period during which the
Option can be exercised after a termination of employment or removal from the
Board of Directors subject to Sections 5(a) or (b) above will automatically
be extended if, on the scheduled expiration date of such Option as set forth
above, the Participant cannot exercise the Option because such an exercise would
violate an applicable Federal, state, local, or foreign law;  provided,
however, that such period shall not extend beyond the earlier of
(i) thirty days after the exercise of the Option first would no longer
violate an applicable Federal, state, local, and foreign law, or (ii) the
fifth anniversary of the Date of Grant.

     

         6. Delivery of Shares.
Subject to the terms and conditions of this Agreement, Shares shall be issuable
to the Participant as soon as administratively practicable following the date
the Participant (a) exercises the Option in accordance with Section 4
hereof, (b) makes full payment to the Company or its designee of the
Exercise Price and (c) makes arrangements satisfactory to the Company (or
any Subsidiary, if applicable) for the payment of any required withholding taxes
related to the exercise of the Option. The Participant shall not possess any
incidents of ownership (including, without limitation, dividend and voting
rights) in the Shares until such Shares have been issued to the Participant in
accordance with this Section 6.

     

         7. Transferability. The
Option may not be sold, exchanged, assigned, transferred, pledged, encumbered or
otherwise disposed of by the Participant; provided, however, that the
Participant’s rights with respect to such Option may be transferred by will or
pursuant to the laws of descent and distribution. Any purported transfer or
encumbrance in violation of the provisions of this Section 7 shall be void,
and the other party to any such purported transaction shall not obtain any
rights to or interest in such Option.

     

         8. Change in Control. The
Option shall be subject to the provisions of Section 12 of the Plan in the
event of a Change in Control.

     

         9. No Employment
Contract. Nothing contained in this Agreement shall confer upon the
Participant any right with respect to continuance of employment by the Company
and its Subsidiaries or appointment to the Board of Directors, nor limit or
affect in any manner the right of the Company and its Subsidiaries to terminate
the employment, remove from the Board of Directors or adjust the compensation of
the Participant.

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

       

    

         10. Taxes and
Withholding. The Participant is responsible for payment of any federal,
state, local or other taxes which must be withheld upon the exercise of the
Option, and the Participant must promptly pay to the Company (or a Subsidiary,
if applicable) any such taxes. The Company and its Subsidiaries are authorized
to deduct from any payment owed to the Participant any taxes required to be
withheld with respect to the exercise of the Option, including social security
and Medicare (FICA) taxes and federal, state, local or other income tax
with respect to income arising from the exercise of the Option. The Company
shall have the right to require the payment of any such taxes before issuing any
Shares pursuant to an exercise of the Option. In lieu of all or any part of a
cash payment, the Participant may elect, in accordance with procedures
established by the Company, to have the Company withhold a portion of the Shares
that otherwise would be issued to the Participant upon exercise of the Option
having a Fair Market Value equal to the minimum amount required to be withheld.
Any fractional Share amount due relating to such tax withholding will be rounded
up to the nearest whole Share and the additional amount will be added to the
Participant’s federal withholding.

     

         11. Compliance with Law.
The Company shall make reasonable efforts to comply with all applicable federal
and state securities laws and listing requirements of the NASDAQ Global Market
or any other national securities exchange, as applicable, with respect to the
Option; provided,
however, notwithstanding any other provision of this Agreement, the
Company will not be obligated to issue any Shares pursuant to this Agreement if
the issuance thereof would result in a violation of any such law or listing
requirement.

     

         12. Adjustments. The
Exercise Price and the number and kind of shares of stock covered by this
Agreement shall be subject to adjustment as provided in Section 12 of the
Plan.

     

         13. Amendments. Subject
to the terms of the Plan, the Committee may modify this Agreement upon written
notice to the Participant. Any amendment to the Plan shall be deemed to be an
amendment to this Agreement to the extent that the amendment is applicable
hereto. Notwithstanding the foregoing, no amendment of the Plan or this
Agreement shall adversely affect the rights of the Participant under this
Agreement without the Participant’s consent unless otherwise provided in the
Plan.

     

         14. Severability. In the
event that one or more of the provisions of this Agreement shall be invalidated
for any reason by a court of competent jurisdiction, any provision so
invalidated shall be deemed to be separable from the other provisions hereof,
and the remaining provisions hereof shall continue to be valid and fully
enforceable.

     

         15. Relation to Plan. The
Option granted under this Agreement and all the terms and conditions hereof are
subject to the terms and conditions of the Plan. This Agreement and the Plan
contain the entire agreement and understanding of the parties with respect to
the subject matter contained in this Agreement, and supersede all prior written
or oral communications, representations and negotiations in respect thereto. In
the event of any inconsistency between the provisions of this Agreement and the
Plan, the Plan shall govern. Capitalized terms used herein without definition
shall have the meanings assigned to them in the Plan. The Committee acting
pursuant to the Plan, as constituted from time to time, shall, except as
expressly provided otherwise herein or in the Plan, have the right to determine
any questions which arise in connection with the grant or exercise of the
Option. All determinations and decisions made by the Committee pursuant to the
provisions of the Plan shall be final, conclusive and binding on all
persons.

     

         16. Successors and
Assigns. Without limiting Section 7 hereof, the provisions of this
Agreement shall inure to the benefit of, and be binding upon, the successors,
administrators, heirs, legal representatives and assigns of the Participant, and
the successors and assigns of the Company.

     

         17. Governing Law. The
interpretation, performance, and enforcement of this Agreement shall be governed
by the laws of the State of New York, without giving effect to the principles of
conflict of laws thereof.

     

         18. Relation to Other
Benefits. Any economic or other benefit to the Participant under this
Agreement or the Plan shall not be taken into account in determining any
benefits to which the Participant may be entitled under any profit-sharing,
retirement or other benefit or compensation plan maintained by the Company or a
Subsidiary and shall not affect the amount of any life insurance coverage
available to any beneficiary under any life insurance plan covering employees of
the Company or a Subsidiary.

     

         19. Use of Participant’s
Information. Information about the Participant and the Participant’s
participation in the Plan may be collected, recorded and held, used and
disclosed for any purpose related to the administration of the Plan. The
Participant understands that such processing of this information may need to be
carried out by the Company and its Subsidiaries and by third party
administrators whether such persons are located within the Participant’s country
or elsewhere, including the United States of America. The Participant consents
to the processing of information relating to the Participant and the
Participant’s participation in the Plan in any one or more of the ways referred
to above.

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

       

    

         20. Electronic Delivery.
The Participant hereby consents and agrees to electronic delivery of any
documents that the Company may elect to deliver (including, but not limited to,
prospectuses, prospectus supplements, grant or award notifications and
agreements, account statements, annual and quarterly reports, and all other
forms of communications) in connection with this and any other award made or
offered under the Plan. The Participant understands that, unless earlier revoked
by the Participant by giving written notice to the Secretary of the Company,
this consent shall be effective for the duration of the Agreement. The
Participant also understands that he or she shall have the right at any time to
request that the Company deliver written copies of any and all materials
referred to above at no charge. The Participant hereby consents to any and all
procedures the Company has established or may establish for an electronic
signature system for delivery and acceptance of any such documents that the
Company may elect to deliver, and agrees that his or her electronic signature is
the same as, and shall have the same force and effect as, his or her manual
signature. The Participant consents and agrees that any such procedures and
delivery may be effected by a third party engaged by the Company to provide
administrative services related to the Plan.

     

         IN
WITNESS WHEREOF, the Company has caused this Agreement to be executed on its
behalf by its duly authorized officer and the Participant has also executed this
Agreement, as of the Date of Grant.

    


    
      	 
      	
              DEER
      CONSUMER PRODUCTS, INC.

            
	 	 
	 
      	
              By:

            	 
      
	 
      	
              Name:

            	
              Ying
      He, Chief Executive Officer

            


    

     

    The
undersigned hereby acknowledges receipt of a copy of the Plan Summary and
Prospectus, and the Company’s most recent Annual Report and Proxy Statement (the
“Prospectus Information”). The Participant represents that he or she is familiar
with the terms and provisions of the Prospectus Information and hereby accepts
the Option on the terms and conditions set forth herein and in the
Plan.

     

    
      	 
      	 
      
	 
      	
              Participant

            
	 
      	
              Date: