Unassociated Document


    NOTICE
OF SHARE OPTION GRANT

    CHINA
GERUI ADVANCED MATERIALS GROUP LIMITED 2010 SHARE INCENTIVE PLAN

     

    You have
been granted a share option to purchase Ordinary Shares of China Gerui Advanced
Materials Group Limited (the “Corporation”) under the China
Gerui Advanced Materials Group Limited 2010 Share  Incentive Plan (the
“Plan”).  Your
share option is subject to the terms and conditions set forth in this Notice of
Share Option Grant, the Share Option Agreement and the
Plan.  Capitalized terms used in this Notice of Share Option Grant and
the Share Option Agreement have the same meaning as defined in the
Plan.

    


    Name of
Participant: [insert name of
Participant]

    


    Option
Grant Date: [insert date of
option grant]

    


    Vesting
Commencement Date: [insert date
vesting starts]

    


    Exercise
Price:  $ _____ per Ordinary Share.

    


    Number of
Ordinary Shares Subject to Option: [Insert total number of
shares.]

    


    Type of
Option: Nonqualified Share Option (i.e., an option which is not an incentive
share option under Section 422 of the Code).

    


    Vesting
Period:  This share option will become vested and subject to exercise
in accordance with the following schedule: [insert vesting
schedule]

    


    
      
        
          
            	
                    Period
      of Continuous Service From

                    Vesting Commencement Date

                  	 	
                    Percentage
      of

                    Option Vested

                  
	 
      	 	 
      
	 
      	 	 
      
	 
      	 	 
      
	 
      	 	 
      


          

        

      

    

    


    By
your signature below, you agree that this share option is granted under and
governed by the Share Option Agreement and the China Gerui Advanced Materials
Group Limited 2010 Share Incentive Plan, which are incorporated herein by
reference.

    


    
      
        
          
            
              
                
                  	
                          Participant:

                        	 
      	
                          China
      Gerui Advanced Materials Group Limited

                        
	 
      	 
      	 
      
	 
      	 
      	
                          By:

                        	 
      
	 
      	 
      	
                          Title:  

                        	 
      
	
                          print
      name

                        	 
      	 
      	 
      


                

              

            

          

        

      

    

    


    China
Gerui Advanced Materials Group Limited

    Notice
of Share Option Grant


    
      
         


      

      
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    SHARE
OPTION AGREEMENT

    CHINA
GERUI ADVANCED MATERIALS GROUP LIMITED 2010 INCENTIVE PLAN

     

    
      
        	
                I.

              	
                PURPOSE.

              


      

    

     

    The
Corporation has granted the Participant, pursuant to the Notice of Share Option
Grant and the Corporation’s 2010 Incentive Plan (the “Plan”), an Option to purchase
certain Ordinary Shares of the Corporation, upon the terms and conditions set
forth in this Share Option Agreement, the Notice of Share Option Grant and the
Plan, the provisions of which are incorporated herein by
reference.  References in this Agreement to “you” mean the Participant
and any holder of Ordinary Shares acquired upon exercise of an
Option.  Except as provided herein, capitalized terms have the same
meaning as defined in the Plan.

     

    
      
        	
                II.

              	
                KIND
      OF SHARE OPTION.

              


      

    

     

    This
Option is intended to be a nonqualified stock option, which is not intended to
meet the requirements of an incentive stock option under Section 422 of the
Code.

     

    
      
        	
                III.

              	
                TERMS
      AND CONDITIONS OF SHARE
OPTIONS.

              


      

    

     

    A.      Option
Exercise:  As provided in the Plan, the following rules shall
apply to termination of  Continuous Service (as defined in Section 2.H
of the Plan):

     

    
      	
               
      

            	
              1.

            	
              Subject
      to the terms and conditions of the Plan and this Share Option Agreement,
      your Option will be exercisable with respect to the number of shares that
      have become vested in accordance with the schedule set forth in the Notice
      of Share Option Grant.  After your Continuous Service terminates
      for any reason, vesting immediately stops and your Option expires
      immediately as to the number of Shares that are not vested as of the date
      of your termination of Continuous
Service.

            


    

     

    
      	
               
      

            	
              2.

            	
              If
      your termination of Continuous Service is by reason of death or Disability
      (defined for this purpose as having the meaning provided for in Section
      22(e)(3) of the Code), the right to exercise the Option (to the extent
      that it is vested) will expire on the earlier of: (i) one (1) year after
      the date of your termination of Continuous Service; or (ii) the expiration
      date under the terms of this Agreement and the Plan.  Until the
      expiration date, your heirs, legatees or legal representative may exercise
      the Option.

            


    

     

    
      	
               
      

            	
              3.

            	
              If
      your termination of Continuous Service is an involuntary termination
      without Cause or a voluntary termination (other than a voluntary
      termination described in Section III.A.4, below), the right to exercise
      the Option (to the extent that it is vested) will expire on the earlier
      of: (i) three (3) months after the date of the your termination of
      Continuous Service; or (ii) the expiration date under the terms of this
      Agreement and the Plan.  If your termination of Continuous
      Service is an involuntary termination without Cause or a voluntary
      termination (other than a voluntary termination described in Section
      III.A.4, below) and you die after your termination of Continuous Service
      but before your right to exercise the Option has expired, the right to
      exercise the Option shall expire on the earlier of (i) one (1) year after
      the date of your termination of Continuous Service, or (ii) the expiration
      date under the terms of this Agreement and the Plan, and, until
      expiration, your heirs, legatees or legal representative may exercise the
      Option.

            


    

    


    China
Gerui Advanced Materials Group Limited

    Share
Option Agreement


    
      
         


      

      
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              4.

            	
              If
      your termination of Continuous Service is for Cause (as defined in Section
      2.D of the Plan) or is a voluntary termination at any time after an event
      which would be grounds for your termination of Continuous Service for
      Cause (as defined in Section 2.D of the Plan), the right to exercise the
      Option shall, automatically and without notice, expire as of the date of
      your termination of Continuous
Service.

            


    

     

    B.      Termination
Date.  Subject to earlier termination as provided in this
Agreement and the Plan, the right to exercise this Option expires at 5:00 p.m.
at the Corporation’s corporate headquarters on the tenth annual anniversary of
the date of grant.

     

    C.      Non
Transferability.  This Option is non-transferable except by
will or by laws of descent and distribution and during the lifetime of
Participant shall be exercisable only to the Participant to whom the Option is
granted.  Notwithstanding the foregoing, however, to the extent
permitted by the Committee in its sole discretion, the Option may be transferred
by you to one or more immediate family members or to a family partnership or
family trust established for your benefit and/or one or more of your family
members to the extent permitted by the Plan.

     

    D.      Exercise.  The
vested portion of this Option shall be exercised by delivery to the Corporation
of (a) written or electronic notice of exercise stating the number of Shares
being purchased (in whole shares only) and such other information as the
Corporation shall request and (ii) payment of the exercise price in cash or cash
equivalents.  Alternatively, you may pay all or part of the exercise
price by surrendering, or attesting to ownership of, Ordinary Shares already
owned by you, provided that shares acquired upon exercise of an Option have been
held by you for at least 6 months.  Such shares shall be surrendered
to the Corporation in good form for transfer and shall be valued at their Fair
Market Value on the date of Option exercise.  To the extent that a
public market for the Corporation’s Ordinary Shares exists and to the extent
permitted by applicable law, in each case as determined by the Corporation, you
also may exercise your Option by delivery (on a form prescribed by the
Corporation) of an irrevocable direction to a securities broker to sell shares
and to deliver all or part of the sale proceeds to the Corporation in payment of
the aggregate exercise price and, if requested, applicable withholding
taxes.  The Corporation will provide the forms necessary to make such
a cashless exercise.  The Corporation may permit such other payment
forms as it deems appropriate, subject to applicable laws, regulations and
rules.

     

    
      
        	
                IV.

              	
                TAX
      WITHHOLDING AND REPORTING.

              


      

    

     

    You will
not be allowed to exercise this Option unless you pay, or make acceptable
arrangements to pay, any taxes required to be withheld as a result of the Option
exercise or the sale of Shares acquired upon exercise of this
Option.  You hereby authorize withholding from payroll or any other
payment due you from the Corporation or your employer to satisfy any such
withholding tax obligation.

     

    
      
        	
                V.

              	
                MISCELLANEOUS.

              


      

    

     

    A.           Adjustments.  In
the event of a share split, a share dividend or a similar change in the
Corporation’s Ordinary Shares, the number of Ordinary Shares covered by this
Option and the exercise price per share may be adjusted pursuant to the
Plan.  Your Option shall be subject to the terms of the agreement of
merger, liquidation or reorganization in the event the Corporation is subject to
such corporate activity as set forth in the Plan.

     

    B.           Severability.  Whenever
possible, each provision of this Agreement shall be interpreted in such manner
as to be effective and valid under applicable law, but if any provision of this
Agreement is held to be invalid, illegal or unenforceable in any respect under
any applicable law or rule in any jurisdiction, such invalidity, illegality or
unenforceability shall not affect any other provision or any other jurisdiction,
but this Agreement shall be reformed, construed and enforced in such
jurisdiction as if such invalid, illegal or unenforceable provision had never
been contained herein.

    


    China
Gerui Advanced Materials Group Limited

    Share
Option Agreement


    
      
         


      

      
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    C.           Entire
Agreement.  Except as otherwise expressly set forth herein or
in agreements executed contemporaneously herewith, this document embodies the
complete agreement and understanding among the parties hereto with respect to
the subject matter hereof and supersedes and preempts any prior understandings,
agreements or representations by or among the parties, written or oral, which
may have related to the subject matter hereof in any way.

     

    D.           Governing
Law.  It is understood and agreed that the construction and
interpretation of this Agreement shall at all times and in all respects be
governed by the laws of the State of New York without regard to its rules of
conflicts of laws.

     

    E.           Notices.  Any
notice permitted or required to be given pursuant to this Option or the Plan
shall be in writing and shall be deemed to be delivered upon receipt or, in the
case of notices by the Corporation, 5 days after deposit in the national mail,
postage prepaid, addressed to Participant at the address last provided to the
Corporation by Participant for his or her employee records.

     

    F.           Successors and
Assigns.  Except as otherwise provided herein, this Agreement
shall bind and inure to the benefit of and be enforceable by the Corporation and
its successors and assigns and you and your successors and the respective
successors and assigns of each of them, so long as they hold Ordinary
Shares.

     

    G.           Headings.  Headings
of the sections and subsections of this Agreement are for the convenience of the
parties only, and shall be given no substantive or interpretative effect
whatsoever.

     

    H.          No Employment
Agreement.  This Agreement does not give you the right to be
retained by the Corporation (or an Affiliate) in any capacity.  The
Corporation and each Affiliate reserves the right to terminate your service at
any time and for any reason without thereby incurring any liability to
you.

     

    ********

    


    China
Gerui Advanced Materials Group Limited

    Share
Option Agreement


    
      
         


      

      
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