ex10_2.htm


  
    Exhibit
10.2

    


    Songzai
International Holding Group, Inc.

    


    Nonstatutory
Stock Option Agreement

    Granted Under 2009 Stock
Incentive Plan

    


    1.             Grant of
Option.

    


    This
agreement evidences the grant by Songzai International Holding Group, Inc., a
Nevada corporation (the “Company”), on _____ (the “Grant Date”)
to Yvonne Zhang
(the “Participant”), of an option to purchase, in whole or in part, on the terms
provided herein and in the Company’s 2009 Stock Incentive Plan (the “Plan”), a
total of 55,000 shares (the “Shares”) of common stock, $0.001 par value per
share, of the Company (“Common Stock”) at eighty five percent (85%) the Fair
Market Value (as such term is defined in the Plan).  Unless earlier
terminated, this option shall expire at 5:00 p.m., Eastern time, on _____ (the “Final Exercise
Date”).

    


    It is
intended that the option evidenced by this agreement shall not be an incentive
stock option as defined in Section 422 of the Internal Revenue Code of 1986, as
amended, and any regulations promulgated thereunder (the
“Code”).  Except as otherwise indicated by the context, the term
“Participant”, as used in this option, shall be deemed to include any person who
acquires the right to exercise this option validly under its terms.

    


    2.             Vesting
Schedule.

    


    This
option will become exercisable (“vest”) as to 100% of the original number of
Shares commencing as of the Grant Date.

    


    The right
of exercise shall be cumulative so that to the extent the option is not
exercised in any period to the maximum extent permissible it shall continue to
be exercisable, in whole or in part, with respect to all Shares for which it is
vested until the earlier of the Final Exercise Date or the termination of this
option under Section 3 hereof or the Plan.

    


    3.             Exercise of
Option.

    


    (a)            Form of
Exercise.  Each election to exercise this option shall be in
writing in the form attached as Exhibit A, signed by
the Participant, and received by the Company at its principal office,
accompanied by this agreement, and payment in full in the manner provided in the
Plan.  The Participant may purchase less than the number of shares
covered hereby, provided that no partial exercise of this option may be for any
fractional share or for fewer than ten whole shares.

    


    (b)            Termination of Relationship
with the Company.  If the Participant ceases to be an employee,
officer or director of, or consultant or advisor to, the Company or any parent
or subsidiary of the Company for any reason, then, except as provided in
paragraphs (c) and (d) below, the right to exercise this option shall
terminate as of the Final Exercise Date, provided that this option
shall be exercisable only to the extent that the Participant was entitled to
exercise this option on the date of such cessation.  Notwithstanding
the foregoing, if the Participant, prior to the Final Exercise Date, violates
the non-competition or confidentiality provisions of any employment contract,
confidentiality and nondisclosure agreement or other agreement between the
Participant and the Company, the right to exercise this option shall terminate
immediately upon written notice to the Participant from the Company describing
such violation.

    


    (c)            Exercise Period Upon Death
or Disability.  If the Participant dies or becomes disabled
(within the meaning of Section 22(e)(3) of the Code) prior to the Final
Exercise Date and the Company has not terminated such relationship for “cause”
as specified in paragraph (e) below, this option shall be exercisable, within
the period of one year following the date of death or disability of the
Participant, by the Participant (or in the case of death by an authorized
transferee), provided that this option
shall be exercisable only to the extent that this option was exercisable by the
Participant on the date of his or her death or disability, and further provided
that this option shall not be exercisable after the Final Exercise
Date.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (d)            Discharge for
Cause.  If the Participant, prior to the Final Exercise Date,
is discharged by the Company for “cause” (as defined below), the right to
exercise this option shall terminate immediately upon the effective date of such
discharge.  “Cause” shall mean willful misconduct by the Participant
or willful failure by the Participant to perform his or her responsibilities to
the Company (including, without limitation, breach by the Participant of any
provision of any employment, consulting, advisory, nondisclosure,
non-competition or other similar agreement between the Participant and the
Company), as determined by the Company, which determination shall be
conclusive.  The Participant shall be considered to have been
discharged for “Cause” if the Company determines, within 30 days after the
Participant’s resignation, that discharge for cause was warranted.

    


    4.             Company Right of First
Refusal.  If the Shares subject to this option have not been
registered with the Securities and Exchange Commission, the following provisions
apply:

    


    (a)            Notice of Proposed
Transfer.  If the Participant proposes to sell, assign,
transfer, pledge, hypothecate or otherwise dispose of, by operation of law or
otherwise (collectively, “transfer”) any Shares acquired upon exercise of this
option, then the Participant shall first give written notice of the proposed
transfer (the “Transfer Notice”) to the Company.  The Transfer Notice
shall name the proposed transferee and state the number of such Shares the
Participant proposes to transfer (the “Offered Shares”), the price per share and
all other material terms and conditions of the transfer.

    


    (b)            Company Right to
Purchase.  For 30 days following its receipt of such Transfer
Notice, the Company shall have the option to purchase all or part of the Offered
Shares at the price and upon the terms set forth in the Transfer
Notice.  In the event the Company elects to purchase all or part of
the Offered Shares, it shall give written notice of such election to the
Participant within such 30-day period.  Within 10 days after his
receipt of such notice, the Participant shall tender to the Company at its
principal offices the certificate or certificates representing the Offered
Shares to be purchased by the Company, duly endorsed in blank by the Participant
or with duly endorsed stock powers attached thereto, all in a form suitable for
transfer of the Offered Shares to the Company.  Promptly following
receipt of such certificate or certificates, the Company shall deliver or mail
to the Participant a check in payment of the purchase price for such Offered
Shares;  provided that if the terms of
payment set forth in the Transfer Notice were other than cash against delivery,
the Company may pay for the Offered Shares on the same terms and conditions as
were set forth in the Transfer Notice; and provided further that any
delay in making such payment shall not invalidate the Company’s exercise of its
option to purchase the Offered Shares.

    


    (c)            Shares Not Purchased By
Company.  If the Company does not elect to acquire all of the
Offered Shares, the Participant may, within the 30-day period following the
expiration of the option granted to the Company under subsection (b) above,
transfer the Offered Shares which the Company has not elected to acquire to the
proposed transferee, provided that such transfer
shall not be on terms and conditions more favorable to the transferee than those
contained in the Transfer Notice.  Notwithstanding any of the above,
all Offered Shares transferred pursuant to this Section 4 shall remain subject
to the right of first refusal set forth in this Section 4 and such transferee
shall, as a condition to such transfer, deliver to the Company a written
instrument confirming that such transferee shall be bound by all of the terms
and conditions of this Section.

    


    (d)            Consequences of
Non-Delivery.  After the time at which the Offered Shares are
required to be delivered to the Company for transfer to the Company pursuant to
subsection (b) above, the Company shall not pay any dividend to the Participant
on account of such Offered Shares or permit the Participant to exercise any of
the privileges or rights of a stockholder with respect to such Offered Shares,
but shall, in so far as permitted by law, treat the Company as the owner of such
Offered Shares.

    


    (e)            Exempt
Transactions.  The following transactions shall be exempt from
the provisions of this Section 4:

    


    (1)            any
transfer of Shares to or for the benefit of any spouse, child or grandchild of
the Participant, or to a trust for their benefit;

    (2)            any
transfer pursuant to an effective registration statement filed by the Company
under the Securities Act of 1933, as amended (the “Securities Act”) or pursuant
to Rule 144 or 144(k) under the Securities Act or an equivalent transaction;
and

     

    
      
        
        

      

      
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    (3)            the sale
of all or substantially all of the shares of capital stock of the Company
(including pursuant to a merger or consolidation);

    


    provided, however, that in the
case of a transfer pursuant to clause (1) above, such Shares shall remain
subject to the right of first refusal set forth in this Section 4 and such
transferee shall, as a condition to such transfer, deliver to the Company a
written instrument confirming that such transferee shall be bound by all of the
terms and conditions of this Section 4.

    


    (f)            Assignment of Company
Right.  The Company may assign its rights to purchase Offered
Shares in any particular transaction under this Section 4 to one or more persons
or entities.

    


    (g)            Termination.  The
provisions of this Section 4 shall terminate upon the earlier of the following
events:

    


    (1)            the
effective registration of the shares subject to this option with the Securities
and Exchange Commission pursuant to a registration statement on Form S-8 or its
equivalent filed by the Company under the Securities Act; or

    


    (2)            the sale
of all or substantially all of the capital stock, assets or business of the
Company, by merger, consolidation, sale of assets or otherwise (other than a
merger or consolidation in which all or substantially all of the individuals and
entities who were beneficial owners of the Common Stock immediately prior to
such transaction beneficially own, directly or indirectly, more than 75% of the
outstanding securities entitled to vote generally in the election of directors
of the resulting, surviving or acquiring corporation in such
transaction).

    


    (h)            No Obligation to Recognize
Invalid Transfer.  The Company shall not be required (1) to
transfer on its books any of the Shares which shall have been sold or
transferred in violation of any of the provisions set forth in this Section 4,
or (2) to treat as owner of such Shares or to pay dividends to any transferee to
whom any such Shares shall have been so sold or transferred.

    


    (i)            Legends.  The
certificate representing Shares shall bear a legend substantially in the
following form (in addition to, or in combination with, any legend required by
applicable federal and state securities laws and agreements relating to the
transfer of the Company securities):

    


    "The
shares represented by this certificate are subject to a right of first refusal
in favor of the Company, as provided in a certain stock option agreement with
the Company."

    


    5.             Withholding.

    


    No Shares
will be issued pursuant to the exercise of this option unless and until the
Participant pays to the Company, or makes provision satisfactory to the Company
for payment of, any federal, state or local withholding taxes required by law to
be withheld in respect of this option.

    


    6.             Nontransferability of
Option.

    


    This
option may not be sold, assigned, transferred, pledged or otherwise encumbered
by the Participant, either voluntarily or by operation of law, except by will or
the laws of descent and distribution, and, during the lifetime of the
Participant, this option shall be exercisable only by the
Participant.

    


    7.             Provisions of the
Plan.

    This
option is subject to the provisions of the Plan, a copy of which is furnished to
the Participant with this option.

     

    
      
        
        

      

      
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    IN
WITNESS WHEREOF, the Company has caused this option to be executed under its
corporate seal by its duly authorized officer.  This option shall take
effect as a sealed instrument.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  	 
      	
                                          Songzai
      International Holding Group, Inc.

                                        	 
	 	 	 
	
                                          Dated:
      _____

                                        	By: 
      	 	 
	 
      	
                                          Name:    
      

                                        	
                                          Hongwen
      Li

                                        	 
	 
      	
                                          Title: 
      

                                        	
                                          Chief
      Executive officer

                                        	 


                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

       

       

       

    

     

     

    
      
        
        

      

      
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    PARTICIPANT’S
ACCEPTANCE

    


    The
undersigned hereby accepts the foregoing option and agrees to the terms and
conditions thereof.  The undersigned hereby acknowledges receipt of a
copy of the Company’s 2009 Stock Incentive Plan.

    
       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          	 	
                                                  PARTICIPANT:

                                                
	 	 
	 	 	
                                                   

                                                
	 	
                                                  
                                                    Yvonne
      Zhang

                                                  

                                                
	 	
                                                  Address:

                                                	 	
                                                   

                                                
	 	 	 	 


                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

       

       

       

    

     

    
 

    
      
        
        

      

      
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    EXHIBIT
A

    


    NOTICE
OF EXERCISE

    


    I hereby
notify SONGZAI INTERNATIONAL HOLDING GROUP, INC. (the "Corporation") that I
elect to purchase   shares of the
Corporation's Common Stock (the "Purchased Shares") at the option exercise price
of $_____ per share (the "Exercise Price") pursuant to that certain option (the
"Option") granted to me on _____.

    


    Concurrently
with the delivery of this Exercise Notice to the Corporation, I shall hereby pay
to the Corporation the Exercise Price for the Purchased Shares in accordance
with the provisions of my agreement with the Corporation (or other documents)
evidencing the Option and shall deliver whatever additional documents may be
required by such agreement as a condition for
exercise.  Alternatively, unless I am an officer of the Corporation, I
may utilize the special broker-dealer sale and remittance procedure or cashless
exercise procedure specified in my agreement to effect payment of the Exercise
Price.

    


    
      


      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                  Date:

                                	 
      	 
	 
      	 
      	
                                  Optionee

                                	 
	 
      	 
      	 
      	 
	 
      	
                                  Address:

                                	 
      	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 	 	 	 


                        

                      

                    

                  

                

              

            

          

        

      

      
 

      
        
          
            
              
                	
                        Print
      name in exact manner it is to

                      	 
      	 
      
	
                        appear
      on the stock
      certificate:          

                      	 
      	 
      
	 
      	 
      	 
      
	
                        Address
      to which certificate is to be

                      	 
      	 
      
	
                        sent,
      if different from address above: 

                      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      
	
                        Social
      Security Number:

                      	 
      	 
      	 
      


              

            

          

        

      

       

       

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