Exhibit 10.1


 


CHINA JO-JO DRUGSTORES, INC.


 


RESTRICTED STOCK AWARD AGREEMENT


UNDER THE 2010 EQUITY INCENTIVE PLAN


 


	Grantee:	 
	 
	Grant Date:	 
	 
	Number of Shares:	 
	 
	Original Value:	$ 


 


Pursuant to the China Jo-Jo Drugstores, Inc.
2010 Equity Incentive Plan (the “Plan”) as amended through the date hereof, China Jo-Jo Drugstores, Inc. (the
“Company”) hereby grants a Restricted Stock Award (an “Award”) to the Grantee named above.  Upon
acceptance of this Award, the Grantee shall receive the number of shares of common stock of the Company, par value $.001 per share
(“Par Value”), specified above (the “Shares”) having a fair value per share (“Original
Value”) equal to the amount specified above, subject to the restrictions and conditions set forth herein and in the Plan.  The
Company acknowledges the receipt from the Grantee of consideration with respect to the Original Value of the Shares in the form
of cash, past or future services rendered by the Grantee to the Company, a subsidiary of the Company and/or an affiliated or related
entity which the Company controls (the “Company”), or such other form of consideration as is acceptable to the
Committee.


 


1.            Acceptance
of Award.  The Grantee shall have no rights with respect to this Award unless he or she shall have accepted this
Award by signing and delivering to the Company a copy of this Award Agreement.  Upon acceptance of this Award by the
Grantee, the Shares so accepted shall be issued and held by the Company’s transfer agent in book entry form, subject to Section
3, and the Grantee’s name shall be entered as the stockholder of record on the books of the Company.  Thereupon,
the Grantee shall have all the rights of a stockholder with respect to such shares, including voting and dividend rights, subject,
however, to the restrictions and conditions specified in Section 2 below.


 


2.            Restrictions
and Conditions.


 


  2.1           The Award granted
herein may not be sold, assigned, transferred, pledged, or otherwise encumbered or disposed of by the Grantee prior to vesting.


 


  2.2            In the event Grantee's
employment or service as a director/consultant is terminated by the Company “for cause” (as defined below) or by Grantee
for any or no reason, any portion of the Award not vested at the time of such termination shall be automatically forfeited by
the Grantee as of the date of such termination. Termination “for cause” means (i) as to employees or consultants,
termination for cause by the Company as defined in the Plan, this Agreement or in any employment or consulting agreement between
the Company and Grantee, or (ii) as to directors, removal pursuant to the Nevada Revised Statutes.


 



    

     

    




 


  2.3           In the event Grantee’s
employment or service as a director/consultant is terminated due to the Disability (as defined in the Plan) or death of Grantee,
or other than “for cause” as defined in Section 2.2 above, the Award shall fully vest on the date of such termination
and be free of any restrictions.


 


  2.4            The Award shall further
be subject to the restrictions and conditions set forth in the Plan, including the limitations on transferability.


 


3.            Vesting.  The
Shares shall vest immediately and Sections 2.1 to 2.3 herein are not applicable.


 


4.            Dividends.  Dividends
on the Shares, if any are declared, shall be paid currently to the Grantee and shall be subject to the same restrictions as the
Shares with regard to which they are issued.


 


5.            Incorporation
of Plan.  Notwithstanding anything herein to the contrary, this Agreement shall be subject to and governed by
all the terms and conditions of the Plan, including the powers of the Committee set forth in Section 1.4 of the Plan.  Capitalized
terms in this Agreement shall have the meaning specified in the Plan, unless a different meaning is specified herein.


 


6.            Notices.  Notices
hereunder shall be mailed or delivered to the Company at its principal place of business and shall be mailed or delivered to the
Grantee at the address on file with the Company or, in either case, at such other address as one party may subsequently furnish
to the other party in writing.


 


7.            Invalid Provision.
The invalidity or unenforceability of any particular provision thereof shall not affect the other provisions hereof, and this Agreement
shall be construed in all respects as if such invalid or unenforceable provision had been omitted.


 


8.            Modifications.
No change, modification or waiver of any provision of this Agreement shall be valid unless the same is in writing and signed
by the parties hereto.


 


9.            Entire Agreement.
This Agreement and the Plan contain the entire agreement and understanding of the parties hereto with respect to the subject
matter contained herein and therein and supersede all prior communications, representations and negotiations in respect thereto.


 


10.         Counterparts.
This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.


 


 


	CHINA JO-JO DRUGSTORES, INC.	 	GRANTEE
	 	 	 	 
	By:	                                                           	 	                                                           
	Name: 		 	Name: 
	Its: