China Public Security Technology, Inc. - Exhibit 10.1 - Prepared By TNT
Filings Inc.





       



CHINA PUBLIC SECURITY TECHNOLOGY, INC. 


2007 EQUITY INCENTIVE PLAN 

NOTICE OF RESTRICTED SHARES GRANT


Capitalized but otherwise undefined terms in
this Notice of Restricted Shares Grant and the attached Restricted Shares Grant
Agreement shall have the same defined meanings as in the China Public Security
Technology, Inc. 2007 Equity Incentive Plan (the "Plan"). 


	Grantee Name:
    ___________________	Address:
    ___________________



You have been granted Restricted Shares subject to
the terms and conditions of the Plan and the attached Restricted Shares Grant
Agreement, as follows: 


	
    Date of Grant:
	___________________
	
     
	 
	
    Vesting Commencement Date:
	___________________
	
     
	 
	
    Total Number of
	 
	
    Shares Granted:
	___________________
	
     
	 
	
    Agreement Date
	___________________
	
     
	 
	
    Vesting Schedule:    The
    Restricted Shares shall be fully vested on the Grant Date.

	
     
	 





CHINA PUBLIC SECURITY TECHNOLOGY, INC. 

2007 EQUITY INCENTIVE PLAN 

RESTRICTED SHARES GRANT AGREEMENT 


This 
RESTRICTED SHARES GRANT
AGREEMENT ("Agreement"), dated as of the Agreement Date specified on the
Notice of Restricted Shares Grant is made by and between CHINA PUBLIC SECURITY
TECHNOLOGY, INC., a Florida corporation (the "Company"), and the grantee named
in the Notice of Restricted Shares Grant
(the "Grantee," which term as used herein shall be deemed to include any
successor to Grantee by will or by the laws of descent and distribution, unless
the context shall otherwise require). 


BACKGROUND 


Pursuant to the
Company’s 2007 Equity Incentive Plan (the "Plan"), the Company, acting through
the Administrator, approved the issuance to Grantee, effective as of the date
set forth above, of an award of the number of Restricted Shares as is set forth
in the attached Notice of Restricted Shares Grant (which is expressly
incorporated herein and made a part hereof, the "Notice of Restricted Shares
Grant") upon the terms and conditions hereinafter set forth. 


NOW, THEREFORE,
in consideration of the mutual premises and undertakings hereinafter set forth,
the parties hereto agree as follows: 

1.
    
Grant of Restricted Shares. The Company hereby grants to Grantee, and
Grantee hereby accepts the number of Restricted Shares set forth in the Notice
of Restricted Shares Grant. 

2. 
    Shareholder
Rights. 

(a)    
Voting Rights. Until
such time as all or any part of the Restricted Shares are forfeited to the
Company under this Agreement, if ever, Grantee (or any successor in interest)
shall have the rights of a Shareholder, including voting rights, with respect to
the Restricted Shares subject, however, to the transfer or any other
restrictions set forth in the Plan. 

(b)
    
Dividends and Other Distributions. During the Period of Restriction,
Participants holding Restricted Shares shall be entitled to all regular cash
dividends or other distributions paid with respect to all Shares while they are
so held. If any such dividends or distributions are paid in Shares, such Shares
shall be subject to the same restrictions on transferability and forfeitability
as the Restricted Shares with respect to which they were paid. 

3. 
    Vesting of
Restricted Shares. 

(a)
    The
Restricted Shares shall be restricted and subject to forfeiture until vested.
The Restricted Shares which have vested and are no longer subject to forfeiture
are sometimes referred to as "Vested Shares." All Restricted Shares which have
not become Vested Shares are hereinafter sometimes referred to as "Nonvested
Shares." 




(b)
    Except as
otherwise provided in this section, Restricted Shares shall vest and become
nonforfeitable in accordance with the vesting schedule contained in the Notice
of Restricted Shares Grant. 

(i)
    100% of
Grantee’s Nonvested Shares shall become fully vested upon a Change of Control.


(c)
   
Definitions. Terms used in this section shall have the following meanings:


(i)
    "Cause"
has the meaning ascribed to such term or words of similar import in Grantee’s
written employment or service contract with the Company or its subsidiaries and,
in the absence of such agreement or definition, means Grantee’s (i) conviction
of, or plea of nolo contendere to, a felony or crime involving moral turpitude;
(ii) fraud on or misappropriation of any funds or property of the Company or its
subsidiaries, or any affiliate, customer or vendor; (iii) personal dishonesty,
incompetence, willful misconduct, willful violation of any law, rule or
regulation (other than minor traffic violations or similar offenses), or breach
of fiduciary duty which involves personal profit; (iv) willful misconduct in
connection with Grantee’s duties or willful failure to perform Grantee’s
responsibilities in the best interests of the Company or its subsidiaries; (v)
illegal use or distribution of drugs; (vi) violation of any rule, regulation,
procedure or policy of the Company or its subsidiaries; or (vii) breach of any
provision of any employment, non-disclosure, non-competition, non-solicitation
or other similar agreement executed by Grantee for the benefit of the Company or
its subsidiaries, all as determined by the Board of Directors of the Company,
which determination will be conclusive. 

(ii)
   
"Retirement" means Grantee’s retirement from Company employ at age 65 as
determined in accordance with the policies of the Company or its subsidiaries in
good faith by the Board of Directors of the Company, which determination will be
final and binding on all parties concerned. 

(d)
    Unvested
Shares may not be sold, transferred, assigned, pledged, or otherwise disposed
of, directly or indirectly, whether by operation of law or otherwise. The
restrictions set forth in this Section 3(d) shall terminate upon a Change of
Control. 

4.
    
Forfeiture of Nonvested Shares. Except as provided herein, if Grantee's
service with the Company ceases for any reason other than Grantee’s (a) death,
(b) Disability, (c) retirement at age 65, or (d) termination by the Company
without cause, any Nonvested Shares shall be automatically forfeited to the
Company. 

(a)    
Legend. Each
certificate representing Restricted Shares granted pursuant to the Notice of
Restricted Shares Grant may bear a legend substantially as follows: 


  
    "THE SALE OR OTHER TRANSFER OF THE SHARES
    REPRESENTED BY THIS CERTIFICATE, WHETHER VOLUNTARY, INVOLUNTARY OR BY
    OPERATION OF LAW, IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET
    FORTH IN THE CHINA PUBLIC SECURITY TECHNOLOGY, INC. 2007 EQUITY INCENTIVE
    PLAN AND IN A RESTRICTED SHARE GRANT AGREEMENT. A COPY OF SUCH PLAN AND SUCH
    AGREEMENT MAY BE OBTAINED FROM CHINA PUBLIC SECURITY TECHNOLOGY, INC."
    

  






(b)    
Escrow of Nonvested Shares. The Company shall have the right to retain
the certificates representing Nonvested Shares in the Company’s possession until
such time as all restrictions applicable to such Shares have been satisfied.


(c)    
Removal of Restrictions. The Participant shall be entitled to have the
legend removed from certificates representing Vested Shares. 

5.
    
Recapitalizations, Exchanges, Mergers, Etc. The provisions of this
Agreement shall apply to the full extent set forth herein with respect to any
and all shares of capital stock of the Company or successor of the Company which
may be issued in respect of, in exchange for, or in substitution for the
Restricted Shares by reason of any stock dividend, split, reverse split,
combination, recapitalization, reclassification, merger, consolidation or
otherwise which does not terminate this Agreement. Except as otherwise provided
herein, this Agreement is not intended to confer rights upon any other person
except the parties hereto any rights or remedies hereunder. 

6. 
    Grantee
Representations. 

Grantee represents to the Company the
following: 

(a)    
Restrictions on Transfer.
Grantee acknowledges that the Restricted Shares to be issued to Grantee must be
held indefinitely unless subsequently registered and qualified under the
Securities Act or unless an exemption from registration and qualification is
otherwise available. In addition, Grantee understands that the certificate
representing the Restricted Shares will be imprinted with a legend which
prohibits the transfer of such Restricted Shares unless they are sold in a
transaction in compliance with the Securities Act or are registered and
qualified or such registration and qualification are not required in the opinion
of counsel acceptable to the Company. 

(b)
    
Relationship to the Company; Experience. Grantee either has a preexisting
business or personal relationship with the Company or any of its officers,
directors or controlling persons or, by reason of Grantee’s business or
financial experience or the business or financial experience of Grantee’s
personal representative(s), if any, who are unaffiliated with and who are not
compensated by the Company or any affiliate or selling agent, directly or
indirectly, has the capacity to protect Grantee’s own interests in connection
with Grantee’s acquisition of the Restricted Shares to be issued to Grantee
hereunder. Grantee and/or Grantee’s personal representative(s) have such
knowledge and experience in financial, tax and business matters to enable
Grantee and/or them to utilize the information made available to Grantee and/or
them in connection with the acquisition of the Restricted Shares to evaluate the
merits and risks of the prospective investment and to make an informed
investment decision with respect thereto. 

(c)
    
Grantee’s Liquidity. In reaching the decision to invest in the Restricted
Shares, Grantee has carefully evaluated Grantee’s financial resources and
investment position and the risks associated with this investment, and Grantee
acknowledges that Grantee is able to bear the economic risks of the investment.
Grantee (i) has adequate means of providing for Grantee’s current needs and
possible personal contingencies, (ii) has no need for liquidity in Grantee’s
investment, (iii) is able to bear the substantial economic risks of an
investment in the Restricted Shares for an indefinite period and (iv) at the
present time, can afford a complete loss of such investment. Grantee’s
commitment to investments which are not readily marketable is not
disproportionate to Grantee’s net worth and Grantee’s investment in the
Restricted Shares will not cause Grantee’s overall commitment to become
excessive. 




(d)
    Access
to Data. Grantee acknowledges that during the course of this transaction and
before deciding to acquire the Restricted Shares, Grantee has been provided with
financial and other written information about the Company. Grantee has been
given the opportunity by the Company to obtain any information and ask questions
concerning the Company, the Restricted Shares, and Grantee’s investment that
Grantee felt necessary; and to the extent Grantee availed himself of that
opportunity, Grantee has received satisfactory information and answers
concerning the business and financial condition of the Company in response to
all inquiries in respect thereof. 

(e)
    Risks.
Grantee acknowledges and understands that (i) an investment in the Company
constitutes a high risk, (ii) the Restricted Shares are highly speculative, and
(iii) there can be no assurance as to what investment return, if any, there may
be. Grantee is aware that the Company may issue additional securities in the
future which could result in the dilution of Grantee’s ownership interest in the
Company. 

(f)
    Valid
Agreement. This Agreement when executed and delivered by Grantee shall
constitute a valid and legally binding obligation of Grantee which is
enforceable in accordance with its terms. 

(g)
    
Residence. The address set forth on the Notice of Restricted Shares Grant is
Grantee’s current address and accurately sets forth Grantee’s place of
residence. 

(h)
    Tax
Consequences. Grantee has reviewed with Grantee’s own tax advisors the
federal, state, local and foreign tax consequences of this investment and the
transactions contemplated by this Agreement. Grantee is relying solely on such
advisors and not on any statements or representations of the Company or any of
its agents. Grantee understands that Grantee (and not the Company) shall be
responsible for Grantee’s own tax liability that may arise as a result of the
transactions contemplated by this Agreement. Grantee understands that Section 83
of the Internal Revenue Code of 1986, as amended (the "Code"), taxes as ordinary
income the difference between the Grant Date value of the Restricted Shares and
the fair market value of the Restricted Shares as of the date any restrictions
on the Restricted Shares lapse. Grantee understands that Grantee may elect to be
taxed at the time the Restricted Shares is granted rather than when and as the
restrictions lapse by filing an election under Section 83(b) of the Code with
the Internal Revenue Service within 30 days from the Grant Date. The form for
making this election is attached as Exhibit A hereto. 


  
    GRANTEE ACKNOWLEDGES THAT IT IS GRANTEE’S
    SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO FILE TIMELY ANY ELECTION UNDER
    SECTION 83(b), EVEN IF GRANTEE REQUESTS THE COMPANY OR ITS REPRESENTATIVES
    TO MAKE THIS FILING ON GRANTEE’S BEHALF. 

  






7.
    Tax
Withholding. The Company has the power and the right to deduct or
withhold, or require Grantee to remit to the Company, an amount sufficient to
satisfy Federal, state and local taxes (including the Grantee’s FICA obligation)
required by law to be withheld with respect to the grant and vesting of the
Restricted Shares. 

8.
    No
Employment Contract Created. The issuance of the Restricted Shares shall
not be construed as granting to Grantee any right with respect to continuance of
employment or any service with the Company or any of its subsidiaries. The right
of the Company or any of its subsidiaries to terminate at will Grantee's
employment or terminate Grantee’s service at any time (whether by dismissal,
discharge or otherwise), with or without cause, is specifically reserved,
subject to any other written employment or other agreement to which the Company
and Grantee may be a party. 

9.
    
Interpretation. This Agreement is being issued pursuant to the terms of
the Plan, and shall in all respects be interpreted in accordance therewith. The
Administrator shall interpret and construe this Agreement and the Plan, and any
action, decision, interpretation or determination made in good faith by the
Administrator shall be final and binding on the Company and Grantee. 

10.
  Notices.
All notices or other communications which are required or permitted hereunder
shall be in writing and sufficient if (i) personally delivered or sent by
telecopy, (ii) sent by nationally-recognized overnight courier or (iii) sent by
registered or certified mail, postage prepaid, return receipt requested,
addressed as follows: 

if to Grantee, to the address (or
telecopy number) set forth on the Notice of Restricted Shares Grant; and 


if to the Company, to the attention of
the Chief Financial Officer at the address set forth below: 


China Public Security Technology,
Inc. 

21st Floor, Everbright Bank Building, 

Zhuzilin, Futian District, 

Shenzhen, Guangdong, 518040 

People’s Republic of China 

or to such other address as the party to whom
notice is to be given may have furnished to the other party in writing in
accordance herewith. Any such communication shall be deemed to have been given (i)
when delivered, if personally delivered, or when telecopied, if telecopied, (ii)
on the first Business Day (as hereinafter defined) after dispatch, if sent by
nationally-recognized overnight courier and (iii) on the fourth Business Day
following the date on which the piece of mail containing such communication is
posted, if sent by mail. As used herein, "Business Day" means a day that is not
a Saturday, Sunday or a day on which banking institutions in the city to which
the notice or communication is to be sent are not required to be open. 





11.  
Specific Performance.
Grantee expressly agrees that the Company will be irreparably damaged if the
provisions of this Agreement and the Plan are not specifically enforced. Upon a
breach or threatened breach of the terms, covenants and/or conditions of this
Agreement or the Plan by Grantee, the Company shall, in addition to all other
remedies, be entitled to a temporary or permanent injunction, without showing
any actual damage, and/or decree for specific performance, in accordance with
the provisions hereof and thereof. The Administrator shall have the power to
determine what constitutes a breach or threatened breach of this Agreement or
the Plan. Any such determinations shall be final and conclusive and binding upon
Grantee. 

12. 
   No Waiver.
No waiver of any breach or condition of this Agreement shall be deemed to be a
waiver of any other or subsequent breach or condition, whether of like or
different nature. 

13.
  Grantee
Undertaking. Grantee hereby agrees to take whatever additional actions
and execute whatever additional documents the Company may in its reasonable
judgment deem necessary or advisable in order to carry out or effect one or more
of the obligations or restrictions imposed on Grantee pursuant to the express
provisions of this Agreement. 

14. 
   Modification of
Rights. The rights of Grantee are subject to modification and
termination in certain events as provided in this Agreement and the Plan. 


15.
  Governing Law.
This Agreement shall be governed by, and construed in accordance with, the laws
of the State of Florida applicable to contracts made and to be wholly performed therein,
without giving effect to its conflict of laws principles. 

16.
  Counterparts;
Facsimile Execution. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument. Facsimile execution and
delivery of this Agreement is legal, valid and binding execution and delivery
for all purposes. 

17.
  Entire Agreement.
This Agreement (including the Notice of Restricted Shares Grant) and the Plan,
constitute the entire agreement between the parties with respect to the subject
matter hereof, and supersede all previously written or oral negotiations,
commitments, representations and agreements with respect thereto. 

18.
 Severability.
In the event one or more of the provisions of this Agreement should, for any
reason, be held to be invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not affect any other provisions
of this Agreement, and this Agreement shall be construed as if such invalid,
illegal or unenforceable provision had never been contained herein. 

19.
WAIVER OF JURY TRIAL.
THE GRANTEE HEREBY EXPRESSLY, IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY
JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT AND FOR ANY
COUNTERCLAIM THEREIN. 




IN WITNESS WHEREOF, the parties hereto have
executed this Restricted Share Grant Agreement as of the date first written
above. 


	 	CHINA PUBLIC SECURITY
    TECHNOLOGY, INC.
	 	 
	 	By:
    ___________________
	 	Name:
	 	Title:
	 	 
	 	GRANTEE:
	 	 
	 	______________________
	 	Name:





SPOUSE'S CONSENT TO AGREEMENT 

(Required where Grantee resides in a community property state) 


I acknowledge that I
have read the Agreement and the Plan and that I know and understand the contents
of both. I am aware that my spouse has agreed therein to the imposition of
certain forfeiture provisions and restrictions on transferability with respect
to the Restricted Shares that are the subject of the Agreement, including with
respect to my community interest therein, if any, on the occurrence of certain
events described in the Agreement. I hereby consent to and approve of the
provisions of the Agreement, and agree that I will abide by the Agreement and
bequeath any interest in the Restricted Shares which represents a community
interest of mine to my spouse or to a trust subject to my spouse's control or
for my spouse's benefit or the benefit of our children if I predecease him.



	Dated:
    ___________________	___________________
	 	Signature
	 	 
	 	 
	 	___________________
	 	Print Name





Exhibit A 

ELECTION UNDER SECTION 83(b) 

OF THE INTERNAL REVENUE CODE OF 1986 


The undersigned taxpayer hereby
elects, pursuant to Sections 55 and 83(b) of the Internal Revenue Code of 1986,
as amended, to include in taxpayer’s gross income or alternative minimum taxable
income, as the case may be, for the current taxable year the amount of any
compensation taxable to taxpayer in connection with taxpayer’s receipt of the
property described below. 

1.     The name, address,
taxpayer identification number and taxable year of the undersigned are as
follows: 


	
     
	
    TAXPAYER:	SPOUSE:
	
    NAME:
	 	 
	
    ADDRESS:
	 	 
	
    IDENTIFICATION NO.:
	 	 
	
    TAXABLE YEAR:
	 	 



2.     The property with respect
to which the election is made is described as follows: ____ shares (the
"Shares") of the Common Stock of China Public Security Technology Inc. (the "Company"). 

3.     The date on which the
property was transferred is:___________________ ,______. 

4.     The property is subject to
the following restrictions: 

The Shares may not be transferred and are subject to
forfeiture under the terms of an agreement between the taxpayer and the Company.
These restrictions lapse upon the satisfaction of certain conditions contained
in such agreement. 

5.     The fair market value at
the time of transfer, determined without regard to any restriction other than a
restriction which by its terms will never lapse, of such property is:
$_________________. 

6.     The amount (if any) paid
for such property is: $_________________. 

The undersigned has submitted a copy of this
statement to the person for whom the services were performed in connection with
the undersigned’s receipt of the above-described property. The transferee of
such property is the person performing the services in connection with the
transfer of said property. 

The undersigned understands that the foregoing
election may not be revoked except with the consent of the Commissioner. 



	Dated:
    ___________________ ,______	___________________
	 	Taxpayer



The undersigned spouse of taxpayer joins in this
election. 


	Dated:
    ___________________ ,______	___________________
	 	Spouse of Taxpayer