China Information Technology,Inc.: Exhibit 4.1 - Filed by newsfilecorp.com






EMPLOYEE INCENTIVE STOCK PURCHASE AGREEMENT 

(English Translation) 

     This EMPLOYEE INCENTIVE STOCK
PURCHASE AGREEMENT (the “Agreement”), dated as of ________, 2014, is made by
and among CHINA INFORMATION TECHNOLOGY, INC., a British Virgin Islands company
(“the Company” or “Party A”), [           ] and the Company’s employee (“Party B”).

     WHEREAS: 

     1. CHINA INFORMATION TECHNOLOGY,
INC. is a company existing under the laws of the British Virgin Islands with
registration number of 1718210 and its ordinary shares are listed on the NASDAQ
stock market (Stock symbol: CNIT). As of the date hereof, the Company has
29,366,528 ordinary shares issued and outstanding. 

     2. Party B is an individual
citizen of the People’s Republic of China. 

     3. For the purpose of employee
incentive and motivation, Party A intends to grant its ordinary shares at
certain price to its employees under the Company’s 2013 EQUITY INCENTIVE PLAN.


     4. In consideration of the mutual
covenants contained in this Agreement, and for other good and valuable
consideration the receipt and adequacy of which are hereby acknowledged, the
Parties agree as follows: 

     Article 1: Quantity of
Shares 

     Party B agrees to subscribe
[    ] duly authorized and issued ordinary shares of Party A (the
“Shares”). 

     Article 2: Price,
Permitted Selling Period and Payment 

     1. Party B acquires the Shares by
paying cash. 

     2. Price: US$4.0 per share 

     3. Permitted Selling Period:
Refer to “Article 7” of this Agreement. 

     4. Payment: Party B pays the
purchase price through wire transfer to Party A’s designated back account as
below: 

     Bank Name: [    ]


     Account Name: [  
 ] 




     Account No: [    ]


     5. Other covenants: Party A shall
issue the Shares to Party B in a timely manner after Party B submits written
evidence showing that the purchase price has been fully paid to Party A. 

     6. Each Party bears its own tax
and expenses occurred hereunder. 

     Article 3: Effectiveness


     1. The Agreement is fully
executed by each Party and becomes enforceable upon the satisfaction of all of
the following conditions: 

          (1)
The grant of Shares is approved by Party A’s Compensation Committee of the
Boards of Directors. 

          (2)
The grant of Shares complies with relevant laws and regulations of U.S.
Securities and Exchange Commission and NASDAQ stock market. 

          (3)
Party A and Party B have signed the CHINA INFORMATION TECHNOLOGY, INC. 2013
EQUITY INCENTIVE PLAN RESTRICTED SHARE AWARD AGREEMENT. 

     Article 4: Pre-conditions
of this Agreement 

     No pre-conditions under this
Agreement expect for Article 3. 

     Article 5:
Representations and Warranties 

     1. Party A’s Representations and
Warranties: 

          (1)
Party A is a business entity legally established and has requisite corporate
power and authority to execute and perform obligations under the Agreement. This
Agreement represents Party A’s true intention; 

          (2)
Party A’s execution of the Agreement shall not result in violation of any
applicable laws, regulations, documents and the Company’s Articles of
Association or conflict with any existing contracts entered into by Party A or
representations and warranties made by Party A to any third-party; 

          (3)
There are no material illegal behaviors committed by Party A within the last 12
months or any major lawsuits, arbitrations, administrative penalties or
liabilities that may result in material adverse effect on the transactions
contemplated by this Agreement. 




          (4)
Party A undertakes to cooperate with Party B for the implementation of the
Agreement, pursuant to applicable laws and regulations. 

     2. Party B’s Representations and
Warranties: 

          (1)
As an individual, Party B holds full civil rights and capacity. 

          (2)
Party B undertakes to fully pay the purchase price of the Shares in a timely
manner in accordance with this Agreement. 

          (3)
Party B will transfer his Shares only in the Permitted Selling Period (as
defined below). 

          (4)
Party B is not subject to any investigation for being suspected of a crime by
law enforcement institutions in China or any investigation by the United States
Securities and Exchange Commission for alleged violations of laws and
regulations. 

          (5)
Party B undertakes to not sell the Shares during the period when Party A is
repurchasing its own shares through a share repurchase program that is currently
effective or may be adopted shortly after the Agreement (the “Share Repurchase
Program”). Party B agrees to sell Shares only during the Permitted Selling
Period. 

          (6)
Party B shall bear his own legal responsibility if he violates any terms and
provisions of this Agreement and applicable laws and regulations. 

     Article 6:
Confidentiality 

     1. Each Party shall keep
confidentiality in the Agreement before its public disclosure pursuant to
applicable laws and regulations of US Securities and Exchange Commission and the
NASDAQ stock market. 

     2. Each Party shall keep
confidentiality in other Parties’ trade secret and other documentations in
connection with this transaction. 

     Article 7: Selling Shares


     1. By providing a written resale
application to Party A, Party B may sell any of its Shares during the period if
(a) the Company has completed its currently effective Share Repurchase Program
or (2) 12 months after the Shares are issued to Party B, provided that, the
Company has not adopted a new Share Repurchase Program during such 12-month
period (the “Permitted Selling Period”). 

     2. Upon receipt of Party B’s
written resale application of Shares, Party A shall assist Party B in selling
its Shares under applicable US federal securities laws and NASDAQ trading rules.
Party B should bear any possible losses due to market and stock performance
fluctuations. 




     3. Any taxes and expenses
incurred in the resale of Shares shall be borne by Party B. 

     Article 8: Breach of the
Agreement 

     Any Party violates any terms and
conditions, representations and warranties hereunder shall be deemed breach of
the Agreement and should undertake its relevant liability. Expect as specified
otherwise under applicable law and regulations, if any Party fails to perform
its obligations under this Agreement, the non-breaching Party has the right to
request the breaching Party to continue to perform its obligations under the
Agreement and remedy any losses incurred from such breaches. 

     Article 9: Applicable
Laws and Dispute Resolutions 

     1. This Agreement shall be
governed by and construed in accordance with the laws of the People's Republic
of China. 

     2. Any and all disputes that
arise from the implementation of this Agreement shall be solved through friendly
negation among the Parties. Any Party is entitled to submit the disputes to
judicial institutions with jurisdiction if no consensus is reached through
negotiation. 

     Article 10: Rescission
and Termination 

     1. If Party B fails to pay the
full amount of purchase price of the Shares by wire transfer to Party A’s
designated bank account on or before April 30, 2014, this Agreement shall be
automatically terminated. 

     2. In the event that any force
majeure results in impossibility to perform obligations under the Agreement by
any Party, this Agreement may be terminated upon written confirmation by all of
the Parties. 

     3. If any Party’s material breach
of the Agreement results in the other Party’s incapability in the performance of
the Agreement, the other Party has the right to terminate this Agreement.


     4. The termination of this
Agreement shall not be deemed in any event as a waiver by the non-breaching
Party’s right to claim its losses from the breaching Party. 

     5. The Agreement may be
terminated by all the Parties. 

     Article 11: Miscellaneous


     1. Each Party shall strictly
comply with applicable laws and regulations of the People’s Republic of China
and US federal securities laws, and disclosure obligations thereunder, if any.





     2. Each Party shall strictly
comply with the Insider Trading Policy of Party A and US federal securities
laws, including but not limited to Rule 144 thereunder. 

     3. Unless as specified otherwise,
this Agreement will be terminated if it has not been fully executed on the first
anniversary of the Agreement date. 

     4. Any amendments or supplements
to the Agreement shall be made by all of the Parties in writing and constitute a
part of this Agreement. 

     5. This Agreement is final and
supersedes all other written or oral statements, guarantees and letters of
intent of the Parties (expect for the CHINA INFORMATION TECHNOLOGY, INC. 2013
EQUITY INCENTIVE PLAN RESTRICTED SHARE AWARD AGREEMENT). 

     6. There are three original
copies of this Agreement with the same force. Each Party holds one copy and the
remaining copy is for filing purpose. 

[Signature Page Follows] 

Party A: CHINA INFORMATION TECHNOLOGY, INC. 

______________________________
Jiang Huai Lin 

  Chairman and
CEO 

 

Party B [Employee] 

 

_____________________________
[Employee Name]