UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): January 3,
2010
CHINA
GREEN AGRICULTURE, INC.
(Exact
name of Registrant as specified in charter)
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Nevada
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000-18606
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36-3526027_______
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(State
or other jurisdiction
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(Commission
File No.)
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(IRS
Employer
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of
Incorporation)
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Identification
No.)
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3
rd
Floor,
Borough A, Block A.
No.181
South Taibai Road
Xi’an,
Shaanxi Province
People’s Republic of China
710065
(Address
of principal executive offices) (Zip Code)
Registrant's
telephone number, including area code:
(011)-86-29-88266368
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o
Written
communications pursuant to Rule 425 under the Securities Act
(17CFR230.425)
o
Soliciting
material pursuant to Rule14a-12 under the Exchange Act
(17CFR240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the
Exchange Act (17CFR240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17CFR240.13e-4(c))
Item
5.02. Departure of
Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
(e) On
January 3, 2010, the Compensation Committee (the “Committee”) of the Board of
Directors of China Green Agriculture, Inc. (the “Company”) approved the grant of
restricted stock and non-qualified stock options to certain executive officers
and directors of the Company under the Company’s 2009 Equity Incentive Plan (the
“Plan”). The restricted stock and non-qualified stock options were
granted pursuant to the Company’s Form of Restricted Stock Grant Agreement and
Form of Non-Qualified Stock Option Grant Agreement, filed herewith as Exhibits
10.1 and 10.2, respectively.
Pursuant to a one-time grant under the
Plan, the Committee granted (i) 25,000 shares of restricted stock and
non-qualified stock options to purchase 25,000 shares of common stock, par value
$.001 per share, of the Company (“Common Stock”) to Mr. Tao Li, the Company’s
chairman and chief executive officer, (ii) 15,000 shares of restricted stock and
non-qualified stock options to purchase 15,000 shares of Common Stock to Ms.
Ying Yang, the Company’s chief financial officer, and (iii) non-qualified stock
options to purchase 3,334 shares of Common Stock to each of Mr. Yizhao Zhang,
Mr. Barry Raeburn and Mr. Lianfu Liu, the Company’s independent
directors. The non-qualified stock options are exercisable at a price
of $14.70 per share, the closing price of the Common Stock on the last trading
day preceding the grant date, and have a five-year term. Both the
restricted stock and the non-qualified stock options granted pursuant to this
one time grant vest on February 2, 2010.
Also pursuant to a one-time grant under
the Plan, the Committee granted (i) 50,000 shares of restricted stock
and non-qualified stock options to purchase 50,000 shares of Common Stock to Mr.
Li, (ii) 30,000 shares of restricted stock and non-qualified options to purchase
30,000 shares of Common Stock to Ms. Yang, and (iii) non-qualified stock options
to purchase 6,666 shares of Common Stock to each of Mr. Zhang, Mr. Raeburn and
Mr. Liu. The non-qualified stock options are exercisable at a price
of $14.70 per share and have a five-year term. Both the restricted
stock and the non-qualified stock options granted pursuant to this one-time
grant vest in two equal installments on December 31, 2010 and December 31, 2011,
so long as certain target thresholds of net sales and operating income are
achieved by the Company with respect to each vesting date.
As an annual equity award under the
Plan, the Committee granted (i) 15,307 shares of restricted stock and
non-qualified stock options to purchase 30,194 shares of Common Stock to Mr. Li,
and (ii) 7,654 shares of restricted stock and non-qualified options to purchase
15,097 shares of Common Stock to Ms. Yang. The non-qualified stock options are
exercisable at a price of $14.70 per share and have a five-year
term. Both the restricted stock and the non-qualified stock options
granted pursuant to this annual equity award vest in three equal installments on
September 30, 2010, September 30, 2011 and September 30, 2012, so long as
certain target thresholds of net sales and operating income are achieved by the
Company with respect to its fiscal year ending June 30, 2010.
With respect to all restricted stock
grants disclosed herein, if the grantee’s employment or affiliation with the
Company is terminated for any reason, all unvested portions of such restricted
stock grants are forfeited. Any shares of restricted stock that do
not vest for failure to meet the requisite performance targets will also be
forfeited.
With respect to all non-qualified stock
option grants disclosed herein, if the grantee’s employment or affiliation with
the Company is terminated for any reason, all unvested options are
forfeited. If the grantee’s employment or affiliation with the
Company is terminated voluntarily by the grantee or by the Company for cause,
all vested options are also terminated. In the event the grantee’s
employment or affiliation with the Company is terminated by the Company without
cause, the grantee has the lesser of ninety (90) days or the remaining term of
the option to exercise any vested options. If the grantee’s
employment or affiliation with the Company is terminated due to death or
disability, the grantee has the lesser of twelve (12) months or the remaining
term of the option to exercise any vested options. In the case of
non-qualified options subject to performance based vesting, any options which do
not vest for failure to meet the requisite performance targets will be
forfeited.
Item
9.01. Financial Statements and
Exhibits.
(d) Exhibits.
The following is filed as an exhibit to
this report:
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Exhibit No.
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Description
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10.1
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Form
of Restricted Stock Grant Agreement
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10.2
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Form
of Non-Qualified Stock Option Grant
Agreement
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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Date: January
11, 2010
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CHINA
GREEN AGRICULTURE, INC.
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(Registrant)
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By:
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/s/
Ying
Yang
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Ying
Yang
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Chief Financial
Officer
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EXHIBIT
INDEX
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Exhibit No.
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Description
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10.1
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Form
of Restricted Stock Grant Agreement
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10.2
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Form
of Non-Qualified Stock Option Grant
Agreement
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Exhibit
10.1
CHINA
GREEN AGRICULTURE, INC.
2009
EQUITY INCENTIVE PLAN
RESTRICTED
STOCK GRANT AGREEMENT
This
Restricted Stock Grant Agreement (the "Agreement") is entered into this ___ day
of ______ 2010, by and between China Green Agriculture, Inc. (the “Company”), a
Nevada corporation, and _______________ (“Grantee”).
ARTICLE
I
GRANT
OF RESTRICTED STOCK
1.1
Grant of Restricted
Stock
. Pursuant to, and subject to, the terms and conditions
set forth herein and in the 2009 Equity Incentive Plan of the Company (the
“Plan”), the Company hereby grants to the Grantee _________ restricted shares
(the “Restricted Stock”) of common stock, par value $0.001 per share, of the
Company (“Common Stock”).
1.2
Grant
Date
. The Grant Date of the Restricted Stock is
______________, 2010.
1.3
Incorporation of
Plan
. All terms, conditions and restrictions of the Plan are
incorporated herein and made part hereof as if stated herein. If
there is any conflict between the terms and conditions of the Plan and this
Agreement, the terms and conditions of the Plan, as interpreted by the
Compensation Committee of the Board of Directors of the Company (the
“Committee”), shall govern. Except as otherwise provided herein, all
capitalized terms used herein shall have the meaning given to such terms in the
Plan.
ARTICLE
II
VESTING
2.1
Vesting
. Subject
to the further provisions of this Agreement, the Restricted Stock shall vest
with respect to the following number of shares on the following dates (each, a
“Vesting Date”), [so long as the performance targets set forth next to each
Vesting Date are achieved on such Vesting Date] [
applicable to performance based
vesting
]:
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Shares
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Vesting Date
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[Performance Targets]
[
if applicable
]
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2.2
[Forfeiture of Unvested
Shares
. Any shares of Restricted Stock, including any property
in respect of such shares held by the custodian pursuant to Section 4.3 hereof,
that do not vest for failure to meet the requisite performance targets set forth
in Section 2.1 of the Agreement shall be forfeited.] [
applicable to performance based
vesting
]
ARTICLE
III
TERMINATION
OF EMPLOYMENT
3.1
Termination of
Employment
. In the event that the Grantee’s employment (which
for purposes of this Agreement shall include service as a director or
consultant) with the Company or one of the Company’s subsidiaries terminates for
any reason, all unvested shares of Restricted Stock, together with any property
in respect of such shares held by the custodian pursuant to Section 4.3 hereof,
shall be forfeited as of the date of such termination of employment and the
Grantee promptly shall return to the Company any certificates evidencing such
shares. For purposes of this Agreement, the Grantee shall be deemed
to have terminated employment or incurred a termination of employment upon (i)
the date the Grantee ceases to be employed by, or to provide consulting services
for, the Company or any Company subsidiary; or (ii) the date the Grantee ceases
to be a Board member, provided, however, that if the Grantee (x) at the time of
reference is both an employee or consultant and a Board member, or (y) ceases to
be engaged as an employee, consultant or Board member and immediately is engaged
in another of such relationships with the Company or any Company subsidiary, the
Grantee shall not be deemed to have a “termination of employment” until the last
of the dates determined pursuant to subparagraphs (i) and (ii) above. The
Committee, in its discretion, may determine whether any leave of absence
constitutes a termination of employment for purposes of this
Agreement.
ARTICLE
IV
RESTRICTIONS
4.1
Restrictions on
Transferability
. Until a share of Restricted Stock vests, such
share may not be sold, assigned, transferred, alienated, commuted, anticipated,
or otherwise disposed of (except by will or the laws of descent and
distribution), or pledged or hypothecated as collateral for a loan or as
security for the performance of any obligation, or be otherwise encumbered, and
are not subject to attachment, garnishment, execution or other legal or
equitable process, and any attempt to do so shall be null and void. If the
Grantee attempts to dispose of or encumber the Grantee’s unvested shares of
Restricted Stock, such shares of Restricted Stock, together with any property in
respect of such shares held by the custodian pursuant to Section 4.3 hereof,
shall be forfeited as of the date of such attempted transfer and the Grantee
promptly shall return to the Company any certificates evidencing such
shares.
4.2
Issuance of
Certificates
.
(a) Reasonably
promptly after the Grant Date, the Company shall issue certificates for the
Restricted Stock granted herein. Each such certificate may bear the
following legend:
“THE
SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION ENCUMBRANCE OR OTHER DISPOSAL
OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF
THE 2009 EQUITY INCENTIVE PLAN OF CHINA GREEN AGRICULTURE, INC. (THE “COMPANY”)
AND A RESTRICTED STOCK GRANT AGREEMENT BETWEEN THE COMPANY AND THE HOLDER OF
RECORD OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE. NO TRANSFER
OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IN CONTRAVENTION OF SUCH PLAN
AND RESTRICTED STOCK GRANT AGREEMENT SHALL BE VALID OR
EFFECTIVE. COPIES OF SUCH AGREEMENT MAY BE OBTAINED BY WRITTEN
REQUEST MADE BY THE HOLDER OF RECORD OF THE CERTIFICATE TO THE SECRETARY OF THE
COMPANY”
Such
legend shall not be removed from such certificates until such shares of
Restricted Stock vest.
(b) The
certificates representing the Restricted Stock granted herein shall be held,
together with a stock power executed in blank by the Grantee, in escrow by the
Secretary of the Company under the Grantee’s name in an account maintained by
the Company until such shares of Restricted Stock vest or are
forfeited. Upon vesting, subject to the satisfaction of the Company’s
tax withholding obligations, certificates evidencing such vested shares of
Restricted Stock shall be delivered to the Grantee (or the Grantee’s
beneficiary, legal representative or heir), free of the restrictive legend set
forth in Section 4.2(a) hereof.
(c) The
Company may require as a condition of the delivery of stock certificates
pursuant to Section 4.2(b) hereof that the Grantee remit to the Company an
amount sufficient in the opinion of the Company to satisfy any federal, state
and other governmental tax withholding requirements related to the vesting of
the shares represented by such certificate.
(d) The
Grantee shall not be deemed for any purpose to be, or have rights as, a
shareholder of the Company by virtue of the grant of Restricted Stock, except to
the extent a stock certificate is issued therefor and held in escrow pursuant to
Section 4.2(a) hereof, and then only from the date such certificate is
issued. Upon the issuance of a stock certificate, the Grantee shall
have the rights of a shareholder with respect to the Restricted Stock, including
the right to vote the shares, subject to the restrictions on transferability,
the forfeiture provisions and the requirement that dividends be held in escrow
until the shares vest, as set forth in this Agreement.
4.3
Dividends,
etc
. Unless the Committee otherwise determines, any property,
including cash dividends, received by a Grantee with respect to a share of
Restricted Stock as a result of any dividend, recapitalization, merger,
consolidation, combination, exchange of shares or otherwise and for which the
Grant Date occurs prior to such event but which has not vested as of the date of
such event, will not vest until such share of Restricted Stock vests, and shall
be promptly deposited with the Company or a custodian designated by the
Company. The Company shall or shall cause such custodian to issue to
the Grantee a receipt evidencing the property held by it in respect of the
Restricted Stock.
ARTICLE
V
MISCELLANEOUS
5.1
Delays or
Omissions
. No delay or omission to exercise any right, power
or remedy accruing to any party hereto upon any breach or default of any party
under this Agreement, shall impair any such right, power or remedy of such
party, nor shall it be construed to be a waiver of any such breach or default,
or an acquiescence therein, or of or in any similar breach or default thereafter
occurring, nor shall any waiver of any single breach or default be deemed a
waiver of any other breach or default theretofore or thereafter
occurring. Any waiver, permit, consent or approval of any kind or
character on the part of any party of any breach or default under this
Agreement, or any waiver on the part of any party or any provisions or
conditions of this Agreement, must be in a writing signed by such party and
shall be effective only to the extent specifically set forth in such
writing.
5.2
Right of Discharge
Preserved
. Nothing in this Agreement shall confer upon the
Grantee the right to continue in the employ or other service of the Company or
one of the Company’s subsidiaries, or affect any right which the Company may
have to terminate such employment or service.
5.3
Integration
. This
Agreement contains the entire understanding of the parties with respect to its
subject matter. There are no restrictions, agreements, promises,
representations, warranties, covenants or undertakings with respect to the
subject matter hereof other than those expressly set forth
herein. This Agreement, including, without limitation, the Plan,
supersedes all prior agreements and understandings between the parties with
respect to its subject matter.
5.4
Counterparts
. This
Agreement may be executed in two or more counterparts, each of which shall be
deemed an original, but all of which shall constitute one and the same
instrument.
5.5
Governing
Law
. This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of Nevada, without regard to
the provisions governing conflict of laws.
5.6
Grantee
Acknowledgment
. The Grantee hereby acknowledges receipt of a
copy of the Plan. The Grantee hereby acknowledges that all decisions,
determinations and interpretations of the Committee in respect of the Plan, this
Agreement and the Restricted Stock shall be final and conclusive.
IN
WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by
its duly authorized officer, and the Grantee has hereunto signed this Agreement
on his own behalf, thereby representing that he has carefully read and
understands this Agreement and the Plan as of the day and year first written
above.
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CHINA
GREEN AGRICULTURE, INC.
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By:
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Name:
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Title:
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[Grantee]
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Exhibit
10.2
CHINA
GREEN AGRICULTURE, INC.
2009
EQUITY INCENTIVE PLAN
NONQUALIFIED
STOCK OPTION GRANT AGREEMENT
This Grant Agreement (the "Agreement")
is entered into as of ________ by and between China Green Agriculture, Inc., a
Nevada corporation (the "Corporation"), and ________ ("Grantee"). All
terms, conditions and restrictions of the 2009 Equity Incentive Plan of the
Corporation (the “Plan”) are incorporated herein and made part hereof as if
stated herein. If there is any conflict between the terms and
conditions of the Plan and this Agreement, the terms and conditions of the Plan,
as interpreted by the Compensation Committee of the Board of Directors of the
Company (the “Committee”), shall govern. Except as otherwise provided
herein, all capitalized terms used herein shall have the meaning given to such
terms in the Plan.
ARTICLE
1
GRANT
OF OPTION
Section 1.1 Grant of
Options
. Subject to the provisions of the Agreement, and
pursuant to the provisions of the Plan, the Corporation hereby grants to
Grantee, as of the Grant Date specified in Attachment A, a Nonqualified Stock
Option (the "Option") to purchase all or any part of the number and class of
shares of common stock, par value $0.001 per share, of the Corporation (“Common
Stock”) set forth on Attachment A at the exercise price per share (the "Option
Price") set forth on Attachment A.
Section 1.2 Term of
Options
. Unless the Option granted pursuant to Section 1.1
terminates earlier pursuant to other provisions of the Agreement, including the
expiration date specified in Attachment A, the Option shall expire on the
expiration date set forth on Attachment A hereto, but in no event later than the
fifth (5th) anniversary of its Grant Date.
ARTICLE
2
VESTING
Section 2.1 Vesting
Schedule
. Subject to the further provision of this Agreement,
and unless the Option has earlier terminated pursuant to the provisions of the
Agreement, Grantee shall become vested on the dates specified on Attachment A in
a portion of the Option with respect to a percentage or number of the underlying
shares in accordance with the vesting schedule specified on Attachment A;
[provided that the performance targets set forth on Attachment A are satisfied
with respect to such date][
applicable to performance based
options
] and Grantee shall have been in the continuous employ of or
affiliation (as a director or consultant) with the Corporation or any of the
Corporation’s subsidiaries from the Grant Date through any such
date. Any potion of the Option which fails to vest pursuant to the
vesting schedule set forth on Attachment A shall be forfeited.
ARTICLE
3
EXERCISE
OF OPTION
Section 3.1 Exercisability
of Option
. No portion of the Option granted to Grantee shall
be exercisable by Grantee prior to the time such portion of the Option has
vested.
Section 3.2 Manner of
Exercise
. (a) The
Option may be exercised, in whole or in part, by delivering written notice to
the Committee or any designee of the Committee. Such notice shall
specify the number of shares of Common Stock subject to the Option as to which
the Option is being exercised, and shall be accompanied by full payment of the
Option Price of the shares of Common Stock as to which the Option is being
exercised. Payment of the Option Price shall be made in cash (or cash
equivalents acceptable to the Committee in the Committee's
discretion). In the Committee's sole and absolute discretion, the
Committee may authorize payment of the Option Price to be made, in whole or in
part, by such other means as the Committee may prescribe. The Option
may be exercised only in multiples of whole shares and no partial shares shall
be issued. Notwithstanding anything to the contrary herein, the
minimum number of shares that may be purchased upon an exercise of the Option is
the lesser of 100 shares or the number of shares subject to the vested portion
of the Option.
(b) In
lieu of delivery of the Option Price, the Grantee shall have the right to
exercise the Option through a “cashless exercise,” pursuant to which the Grantee
shall be entitled to receive a certain number of shares of Common Stock based on
the following formula:
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X =
Y [(A-B)/A]
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where:
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X =
the number of shares of Common Stock the Grantee shall receive as the
result of cashless exercise.
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Y =
the number of shares issuable under the Option that the Grantee elects to
exercise.
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A =
the arithmetic average of the closing price of the Common Stock for the
five trading days immediately prior to (but not including) the exercise
date.
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B =
the Option Price
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Section 3.3 Issuance of
Shares and Payment of Cash upon Exercise
. Upon exercise of the
Option, in whole or in part, in accordance with the terms of the Agreement and
upon payment of the Option Price for the shares of Common Stock as to which the
Option is exercised, unless exercised pursuant to Section 3.2(b), the
Corporation shall issue to Grantee or, in the event of Grantee's death, to
Grantee's executor, personal representative or the person to whom the Option
shall have been transferred by will or the laws of descent and distribution, as
the case may be, the number of shares of Common Stock to which the Grantee is
entitled, in the form of fully paid and nonassessable Common
Stock. The stock certificates for any shares of Common Stock issued
hereunder shall, unless such shares are registered or an exemption from
registration is available under applicable federal and state law, bear a legend
restricting transferability of such shares.
ARTICLE
4
TERMINATION
OF EMPLOYMENT
Section 4.1 Unvested
Portion
. Subject to the further provision of this Agreement,
and unless the Option has earlier terminated pursuant to the provisions of this
Agreement, the unvested portion of the Option shall terminate upon termination
of Grantee's employment or affiliation (as a director or consultant) with the
Corporation and all of the Corporation’s subsidiaries for any reason. For
purposes of this Agreement, the Grantee shall be deemed to have terminated
employment or affiliation upon (i) the date the Grantee ceases to be employed
by, or to provide consulting services for, the Company or any Company
subsidiary; or (ii) the date the Grantee ceases to be a director, provided,
however, that if the Grantee (x) at the time of reference is both an employee or
consultant and a director, or (y) ceases to be engaged as an employee,
consultant or director and immediately is engaged in another of such
relationships with the Company or any Company subsidiary, the Grantee shall not
be deemed to have a “termination of employment or affiliation” until the last of
the dates determined pursuant to subparagraphs (i) and (ii) above. The
Committee, in its discretion, may determine whether any leave of absence
constitutes a termination of employment or affiliation for purposes of this
Agreement.
Section 4.2 Termination of
Employment or Affiliation For Cause by the Corporation or Voluntarily by Grantee
Other Than Termination of Employment or Affiliation by Death or
Disability
. Unless the Option has earlier terminated pursuant
to the provisions of this Agreement, the vested portion of the Option shall
terminate upon termination of Grantee's employment or affiliation with the
Corporation and all of the Corporation’s subsidiaries for cause by the
Corporation or voluntarily by the Grantee other than termination of employment
or affiliation by death or disability.
Section 4.3 Termination of
Employment or Affiliation Involuntarily Without Cause by the
Corporation
. Unless the Option has earlier terminated pursuant
to the provisions of this Agreement, the vested portion of the Option granted to
Grantee shall terminate in its entirety, regardless of whether the Option is
vested in whole or in part, at the end of the stated term of the
Option. Grantee may exercise all or any part of the Option that was
vested as of the date of termination of Grantee’s employment or affiliation with
the Corporation without cause (including any part of the Option as to which
vesting was accelerated by, or in connection with, such termination) after the
date of termination but no later than the earlier of ninety (90) days following
such date of termination (the “Ninety Day Period”) or the end of the stated term
of the Option.
Section 4.4 Upon Grantee's
Death
. Unless the Option has earlier terminated pursuant to
the provisions of the Agreement, upon Grantee's death, Grantee's executor,
personal representative or the person to whom the Option shall have been
transferred by will or the laws of descent and distribution, as the case may be,
may exercise all or any part of the Option that was vested as of the date of
death no later than the earlier of twelve (12) months following such date of
termination (the “Twelve Month Period”) or the end of the stated term of the
Option.
Section 4.5 Termination of
Employment or Affiliation by Reason of Disability
. Unless the
Option has earlier terminated pursuant to the provisions of the Agreement, in
the event that Grantee ceases, by reason of Disability, to be an employee of or
affiliated (as a director or consultant) with the Corporation, all or any part
of the Option that was vested as of the date of termination of employment or
affiliation may be exercised in whole or in part at any time until the earlier
of the end of the Twelve Month Period or the end of the stated term of the
Option. For purposes of this Agreement, Disability shall be as
defined in Code Section 409A(a)(2)(c) and shall be determined by the Committee,
with its determination on the matter being final and binding.
ARTICLE
5
MISCELLANEOUS
Section 5.1 Non-Guarantee of
Employment
. Nothing in the Plan or the Agreement shall be
construed as a contract of employment between the Corporation (or an affiliate)
and Grantee, or as a contractual right of Grantee to continue in the employ of
the Corporation or an affiliate, or as a limitation of the right of the
Corporation or an affiliate to discharge Grantee at any time.
Section 5.2 No Rights of
Stockholder
. Grantee shall not have any of the rights of a
stockholder with respect to the shares of Common Stock that may be issued upon
the exercise of the Option until such shares of Common Stock have been issued to
him upon the due exercise of the Option.
Section 5.3 Withholding of
Taxes
. The Corporation or any affiliate shall have the right
to deduct from any compensation or any other payment of any kind (including
withholding the issuance of shares of Common Stock) due Grantee the amount of
any federal, state or local taxes required by law to be withheld as the result
of the exercise of the Option; provided, however, that the value of the shares
of Common Stock withheld may not exceed the statutory minimum withholding amount
required by law. In lieu of such deduction, the Committee may require
Grantee to make a cash payment to the Corporation or an affiliate equal to the
amount required to be withheld. If Grantee does not make such payment
when requested, the Corporation may refuse to issue any Common Stock certificate
under the Plan until arrangements satisfactory to the Committee for such payment
have been made.
Section 5.4
Nontransferability of Option
. Other than by will or the laws
of descent and distribution, the Option shall be
nontransferable. During any period Grantee is under a legal
disability, Grantee's guardian or legal representative may exercise all or any
portion of the vested Option on behalf of Grantee.
Section 5.5 Agreement
Subject to the Corporation’s Charter and Bylaws
. This
Agreement is subject to the Charter and Bylaws of the Corporation, and any
applicable Federal or state laws, rules or regulations, including without
limitation, the laws, rules, and regulations of the State of
Nevada.
Section 5.6
Gender
. As used herein, the masculine shall include the
feminine as the circumstances may require.
Section 5.7
Headings
. The headings in the Agreement are for reference
purposes only and shall not affect the meaning or interpretation of the
Agreement.
Section 5.8
Notices
. All notices and other communications made or given
pursuant to the Agreement shall be in writing and shall be sufficiently made or
given if hand delivered or mailed by certified mail, addressed to Grantee at the
address contained in the records of the Corporation, or addressed to the
Committee, care of the Corporation for the attention of its Secretary at its
principal office or, if the receiving party consents in advance, transmitted and
received via telecopy or via such other electronic transmission mechanism as may
be available to the parties.
Section 5.9 Entire
Agreement; Modification
. This Agreement contains the entire
agreement between the parties with respect to the subject matter contained
herein and may not be modified, except as provided in the Plan.
Section 5.10 Conformity with
Plan
. This Agreement is intended to conform in all respects
with, and is subject to all applicable provisions of, the Plan, which is
incorporated herein by reference. Unless stated otherwise herein,
capitalized terms in this Agreement shall have the same meaning as defined in
the Plan. Inconsistencies between this Agreement and the Plan shall
be resolved in accordance with the terms of the Plan. In the event of
any ambiguity in the Agreement or any matters as to which the Agreement is
silent, the Plan shall govern including, without limitation, the provisions
thereof pursuant to which the Committee has the power, among others, to (i)
interpret the Plan and Grant Agreements related thereto, (ii) prescribe, amend
and rescind rules and regulations relating to the Plan, and (iii) make all other
determinations deemed necessary or advisable for the administration of the
Plan. Grantee acknowledges by signing this Agreement that he has
received and reviewed a copy of the Plan.
[
Signature page to
follow
]
IN WITNESS WHEREOF, the parties have
executed the Agreement as of the date first above written.
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CHINA
GREEN AGRICULTURE, INC.
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By:
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Name
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Title
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ATTACHMENT
A
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Grant
Date:
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Number of
Options:
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Exercise
Price:
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Expiration
Date:
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Vesting
Schedule:
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set forth in the
table below
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Shares
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Vesting
Date
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[Performance
Targets]
[
if
applicable
]
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