**EXHIBIT 2.3**

**AMENDEDAND RESTATED**

**SILICONMOTION TECHNOLOGY CORPORATION**

**2005 EQUITY INCENTIVEPLAN**

 

**(a)****GeneralPurpose.** The Company, by means of the Plan, seeks to retain the services of Eligible Recipients, to secure and retain the services of new members of this group and to provide incentives for such persons to exert maximum efforts for the successof the Company and, if applicable, any of the Company’s parents and subsidiaries. 

**(b)****Available Stock Awards.** Thepurpose of the Plan is to provide a means by which Eligible Recipients may be given an opportunity to benefit from increases in value of the Ordinary Shares through the granting of the following Stock Awards: (i) Incentive Stock Options,(ii) Nonstatutory Stock Options, (iii) stock bonuses, (iv) Restricted Stock grants, (v) Restricted Stock Unit grants and (vi) Stock Appreciation Rights. 

 

***“Affiliate”*** means any Parent or Subsidiary of the Company, whether now or hereafter existing. 

***“Board”*** means the Board of Directors of the Company. 

**“*****Change inControl*****”** means (i) the consummation of a merger or consolidation of the Company with or into another entity or any other corporate reorganization, if more than 50% of the combined voting power of the continuing or survivingentity’s securities outstanding immediately after such merger, consolidation or other reorganization is owned by persons who were not shareholders of the Company immediately prior to such merger, consolidation or other reorganization; or(ii) the sale, transfer or other disposition of all or substantially all of the Company’s assets. A transaction shall not constitute a Change in Control if its sole purpose is to change the jurisdiction of the Company’s incorporationor to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction. 

***“Code”*** means the Internal Revenue Code of 1986, as amended. 

***“Committee”*** means a committee of one or more members of the Board appointed by the Board in accordance with Section 3(c) ofthe Plan. 

***“Company”*** means Silicon Motion Technology Corporation, a company organized under the laws of the CaymanIslands. 

***“Consultant”*** means any person, including an advisor, (i) engaged by the Company or an Affiliate torender consulting or advisory services and who is compensated for such services, including members of any advisory board constituted by the Company, or (ii) who is a member of the Board of Directors of an Affiliate. However, the term“Consultant” shall not include either Directors who are not compensated by the Company for their services as Directors or Directors who are merely paid a director’s fee by the Company for their services as Directors. 

***“Continuous Service”*** means, with respect to Employees, service with the Company or an Affiliate that is not interrupted orterminated. With respect to Directors or Consultants, Continuous Service means service with the Company, or a Parent or Subsidiary of the Company, whether as a Director or Consultant, that is not interrupted or terminated. The Board or the chiefexecutive officer of the Company, in that party’s sole discretion, may determine whether Continuous Service shall be considered interrupted in the case of any leave of absence approved by that party, including sick leave, military leave or anyother personal leave. 

***“Director”*** means a member of the Board of Directors of the Company. 

***“Disability”*** means the permanent and total disability of a person within the meaning of Section 22(e)(3) of the Code.

***“Eligible Recipient”***means any Employee, Director or Consultant of the Company or any Employee, Director orConsultant of a Parent or Subsidiary of the Company or any Eligible Trust. 

***“Eligible Trust”*** means any trustestablished for the benefit of all or substantially all of the Eligible Recipients for purposes of receiving, holding and exercising rights under Stock Awards to operate in conjunction with any subplan established pursuant to Section 5(d) ofthe Plan and designated by the Committee as appropriate for such purposes. 

***“Employee”*** means any person employed bythe Company or an Affiliate. Mere service as a Director or payment of a director’s fee by the Company or an Affiliate shall not be sufficient to constitute “employment” by the Company or an Affiliate. 

***“Exchange Act”*** means the Securities Exchange Act of 1934, as amended. 

***“Executive Officer”***means an executive officer within the meaning of NASD Rule 4350(c), or any successor rule, as in effect fromtime to time. 

**“*****Fair Market Value”*** means, as of any date, the value of the Ordinary Shares determined asfollows: 

**(i)** If the Ordinary Shares are listed on any established stock exchange or traded on the Nasdaq NationalMarket or the Nasdaq SmallCap Market, the Fair Market Value of an Ordinary Share shall be the closing sale price for such stock (or the closing bid, if no sale was reported) as quoted on such exchange or market (or the exchange or market with thegreatest volume of trading in the Ordinary Shares) on the day of determination, as reported in *The Wall Street Journal*or such other source as the Board deems reliable. 

**(ii)** In the absence of such markets for the Ordinary Shares, the Fair Market Value shall be determined in good faith by the Boardusing a reasonable valuation method. 

***“FAS 123”*** shall mean Statement of Financial Accounting Standard 123,“Accounting for Stock-based Compensation,” as promulgated by the Financial Accounting Standards Board. 

***“FormerPlan”*** shall mean the Silicon Motion, Inc. Guidelines for Issuance and Subscription of Employee Stock Options approved by Silicon Motion Inc.’s board of directors on June 30, 2004, as amended on December 20, 2004.

***“Former Plan Shares”*** has the meaning set forth in Section 4(b) of the Plan. 

***“Incentive Stock Option”*** means an Option intended to qualify as an incentive stock option within the meaning of Section 422of the Code and the regulations promulgated thereunder. 

***“Independent Director”***means an independent director asdefined in NASD Rule 4200(a)(15), or any successor rule, as in effect from time to time. 

***“Non-Employee Director”***means a Director who either (i) is not a current Employee or Officer of the Company or its parent or a subsidiary, does not receive compensation (directly or indirectly) from the Company or its parent or a subsidiary for servicesrendered as a consultant or in any capacity other than as a Director or member of a Board committee, or (ii) is otherwise considered a “non-employee director” for purposes of Rule 16b-3 under the Exchange Act. 

***“Nonstatutory Stock Option”*** means an Option not intended to qualify as an Incentive Stock Option. 

***“Officer”*** means a person who is an officer of the Company within the meaning ofSection 16 of the Exchange Act and the rules and regulations promulgated thereunder. 

***“Option”*** means a stockoption granted pursuant to Section 6 of the Plan. 

***“Option Agreement”*** means a written agreement between theCompany and an Optionholder evidencing the terms and conditions of an individual Option grant. Each Option Agreement shall be subject to the terms and conditions of the Plan. 

***“Optionholder”*** means a person to whom an Option is granted pursuant to the Plan or, if applicable, such other person who holds anoutstanding Option. 

***“Ordinary Shares”*** means the ordinary shares of the Company. 

***“Outside Director”*** means a Director who either (i) is not a current employee of the Company or an “affiliatedcorporation” (within the meaning of Treasury Regulations promulgated under Section 162(m) of the Code), is not a former employee of the Company or an “affiliated corporation” receiving compensation for prior services (other thanbenefits under a tax qualified pension plan), was not an officer of the Company or an “affiliated corporation” at any time and is not currently receiving direct or indirect remuneration from the Company or an “affiliatedcorporation” for services in any capacity other than as a Director, or (ii) is otherwise considered an “outside director” for purposes of Section 162(m) of the Code. 

***“Parent”***means a “parent corporation,” whether now or hereafter existing, as defined in Section 424(e) of theCode. 

***“Participant”*** means a person to whom a Stock Award is granted pursuant to the Plan or, if applicable, suchother person who holds an outstanding Stock Award. 

***“Performance Criteria”*** shall have the meaning set forth inSection 7(b)(iii) of the Plan. 

***“Plan”*** means this 2005 Equity Incentive Plan, as amended from time to time.

***“Re-Load Option”*** has the meaning set forth in Section 6(m) of the Plan. 

***“Repurchase Blackout Period*****”******** means six (6) months from the date the Ordinary Shares relating to a StockAward is issued to the Participant or, in the case of a Stock Award with vesting restrictions, six (6) months from the vesting date or, in any case, such longer or shorter period of time as required to avoid a variable charge to earnings forfinancial accounting purposes. 

***“Restricted Stock”*** shall mean a grant of Ordinary Shares pursuant toSection 7(b) of the Plan. 

***“Restricted Stock Units”*** shall mean a grant of the right to receive Ordinary Sharesin the future or their cash equivalent (or both) pursuant to Section 7(b) of the Plan. 

***“Securities Act”*** meansthe Securities Act of 1933, as amended. 

***“Stand-Alone Stock Appreciation Right”*** has the meaning set forth inSection 7(c) of the Plan. 

***“Stock Appreciation Right”*** means the right to receive appreciation in the OrdinaryShares pursuant to the provisions of Section 7(c) of the Plan. 

***“Stock Award”*** means any right granted underthe Plan, including an Option, a stock bonus, a Stock Appreciation Right, a Restricted Stock grant and a Restricted Stock Unit grant. 

***“Stock Award Agreement”*** means a written agreement between the Company and aholder of a Stock Award evidencing the terms and conditions of an individual Stock Award grant. Each Stock Award Agreement shall be subject to the terms and conditions of the Plan. 

***“Subsidiary”***means (1) in the case of an Incentive Stock Option, a “subsidiary corporation,” whether now orhereafter existing, as defined in Section 424(f) of the Code, and (2) in the case of any other Stock Award, in addition to a subsidiary corporation as defined in clause (1), (A) a limited liability company, partnership or other entityin which the Company controls fifty percent (50%) or more of the voting power or equity interests, or (B) an entity with respect to which the Company possesses the power, directly or indirectly, to direct or cause the direction of themanagement and policies, whether through the Company’s ownership of voting securities, by contract or otherwise. 

***“TandemStock Appreciation Right”*** has the meaning set forth in Section 7(c) of the Plan. 

***“Ten PercentShareholder”*** means a person who owns (or is deemed to own pursuant to Section 424(d) of the Code) stock comprising more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or of anyof its Affiliates. 

 
**3.****ADMINISTRATION.**
**(a)****Administration by Board.** The Board shall administer the Plan unless and until the Board delegates administration to a Committee, as provided in Section 3(c). Whether or not the Board has delegated administration, the Board shall have thefinal power to determine all questions of policy and expediency that may arise in the administration of the Plan. 

**(b)****Powers ofBoard.** The Board (or the Committee) shall have the power, subject to, and within the limitations of, the express provisions of the Plan: 

**(i)** To determine from time to time which of the persons eligible under the Plan shall be granted Stock Awards; when and how each Stock Award shall be granted; what type or combination of types of Stock Awardshall be granted; the provisions of each Stock Award granted (which need not be identical), including the time or times when a person shall be permitted to receive Ordinary Shares pursuant to a Stock Award; and the number of Ordinary Shares withrespect to which a Stock Award shall be granted to each such person. 

**(ii)** To construe and interpret the Plan andStock Awards granted under it, and to establish, amend and revoke rules and regulations for its administration. The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan or in any Stock Award Agreement,in a manner and to the extent it shall deem necessary or expedient to make the Plan fully effective. 

**(iii)** To amendthe Plan or a Stock Award as provided in Section 13. 

**(iv)** Generally, to exercise such powers and to performsuch acts as the Board deems necessary or expedient to promote the best interests of the Company that are not in conflict with the provisions of the Plan. 

**(c)****Delegation to Committee.**The Board may delegate administration of the Plan to a Committee of two (2) or more members of the Board, each of whom must qualify as a Non-Employee Director, OutsideDirector, and Independent Director. If administration is delegated to such a Committee, the Committee shall have, in connection with the administration of the Plan, the powers theretofore possessed by the Board, including the power to delegate to asubcommittee any of the administrative powers the Committee is authorized to exercise (and references in this Plan to the Board shall thereafter be deemed to be to the Committee or subcommittee, as appropriate), subject, however, to suchresolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by the Board. The Board may abolish the Committee, or any subcommittee, at any time and revest in the Board the administration of the Plan.

**(d)****Effect of Board’s Decision.** All determinations, interpretations and constructions made by the Board in good faithshall not be subject to review by any person and shall be final, binding and conclusive on all persons. 

**4.****SHARES SUBJECTTOTHE PLAN.**
**(a)****Share Reserve.** Subject to the provisions of Section 12 relating to adjustments upon changes in Ordinary Shares, the Ordinary Sharesthat may be issued pursuant to Stock Awards shall not exceed in the aggregate 25,000,000 Ordinary Shares, inclusive of the number of Former Plan Shares (as defined below). 

**(b)****Reversion of Shares and Availability of Shares to the Share Reserve****.** If any Stock Award granted under the Plan or under theFormer Plan shall for any reason expire or otherwise terminate, in whole or in part, without having been exercised in full, or if any Ordinary Shares issued to a Participant pursuant to a Stock Award granted under the Plan or under the Former Planare forfeited back to or repurchased by the Company, including, but not limited to, any repurchase or forfeiture caused by the failure to meet a contingency or condition required for the vesting or exercise of such shares, then the Ordinary Sharesnot acquired under such Stock Award (the “*Former Plan Shares*”), shall become available for issuance under the Plan. Former Plan Shares shall include reserved Ordinary Shares that are not subject to a grant under the Former Plan. Thenumber of Ordinary Shares underlying a Stock Award not issued as a result of any of the following actions shall again be available for issuance under the Plan: (i) a payout of a Stand-Alone Stock Appreciation Right, or a performance-based awardof Restricted Stock or Restricted Stock Units in the form of cash; (ii) a cancellation, termination, expiration, forfeiture, or lapse for any reason (with the exception of the termination of a Tandem Stock Appreciation Right upon exercise ofthe related Options, or the termination of a related Option upon exercise of the corresponding Tandem Stock Appreciation Right) of any Stock Award; or (iii) payment of the Option exercise price and/or payment of any taxes arising upon exerciseof the Option by withholding Ordinary Shares which otherwise would be acquired on exercise or issued upon such payout. 

**(c)****Source of Shares.** The Ordinary Shares subject to the Plan may be unissued shares or reacquired shares, bought on the market or otherwise. 

 
**5.****ELIGIBILITY.**
**(a)****Eligibility for Specific Stock Awards****.** Incentive Stock Options may be granted only to Employees. Stock Awards other than Incentive Stock Options may be granted to Eligible Recipients. 

**(b)****Ten Percent Shareholders.** A Ten Percent Shareholder shall not be granted an Incentive Stock Option unless the exercise price of suchOption is at least one hundred ten percent (110%) of the Fair Market Value of the Ordinary Shares at the date of grant and the Option is not exercisable after the expiration of five (5) years from the date of grant. 

**(c)****Consultants and Eligible Trusts.** A Consultant or Eligible Trust shall not be eligible for the grant of a Stock Award if, at the time ofgrant, a Form S-8 Registration Statement under the Securities Act (“*Form S-8*”) is not available to register either the offer or the sale of the Company’s securities to such Consultant or Eligible Trust because of the nature ofthe services that the Consultant is providing to the Company, or because the Consultant or Eligible Trust is not a natural person, or as otherwise provided by the rules governing the use of Form S-8, unless the Company determines both (i) thatsuch grant (A) shall be registered in another manner under the Securities Act (e.g., on a Form F-3 Registration Statement) or (B) does not require registration under the Securities Act in order to comply with the requirements of theSecurities Act, if applicable, and (ii) that such grant complies with the securities laws of all other relevant jurisdictions. Form S-8 generally is available to consultants and advisors only if (i) they are natural persons, (ii) theyprovide bona fide services to the issuer, its parents, its majority-owned subsidiaries or majority-owned subsidiaries of the issuer's parent, and (iii) the services are not in connection with the offer or sale of securities in a capital-raisingtransaction, and do not directly or indirectly promote or maintain a market for the issuer’s securities. 

**(d) ForeignParticipants.** Notwithstanding any provision of the Plan to the contrary, in order to comply with the laws in other countries in which the Company and its subsidiaries operate or have Employees, Directors or Consultants, the Board, in its solediscretion, shall have the power and authority to: (i) determine which subsidiaries shall be covered by the Plan; (ii) determine which Employees, Directors or Consultants outside the 

United States are eligible to participate in the Plan; (iii) modify the terms and conditions of any Stock Award granted to Employees, Directors orConsultants outside the United States to comply with applicable foreign laws; (iv) establish subplans and modify exercise procedures and other terms and procedures, to the extent such actions may be necessary or advisable (any such subplansand/or modifications shall be attached to this subplan as appendices); provided, however, that no such subplans and/or modifications shall increase the number of shares reserved for the Plan as set forth in Section 4 of the Plan; and(v) take any action, before or after a Stock Award is made, that it deems advisable to obtain approval or comply with any applicable foreign laws. 

 
**6.****OPTION PROVISIONS.**
Each Option shall be in such form and shall contain such terms and conditions as the Board shall deem appropriate. All Options shall be separately designated Incentive Stock Options or Nonstatutory Stock Options at the time of grant, and,if certificates are issued, a separate certificate or certificates will be issued for Ordinary Shares purchased on exercise of each type of Option. The provisions of separate Options need not be identical, but each Option shall include (throughincorporation of provisions hereof by reference in the Option Agreement or otherwise) the substance of each of the following provisions: 

**(a)****Term.** Subject to the provisions of Section 5(b) regarding Ten Percent Shareholders, no Option shall be exercisable after the expiration of ten (10) years from the date it was granted. 

**(b)****Exercise Price of an Incentive Stock Option.** Subject to the provisions of Section 5(b) regarding Ten Percent Shareholders, theexercise price of each Incentive Stock Option shall be not less than one hundred percent (100%) of the Fair Market Value of the Ordinary Shares subject to the Option on the date the Option is granted. Notwithstanding the foregoing, an IncentiveStock Option may be granted with an exercise price lower than that set forth in the preceding sentence if such Option is granted pursuant to an assumption or substitution for another option in a manner satisfying the provisions ofSection 424(a) of the Code. 

**(c)****Exercise Price of a Nonstatutory Stock Option.**The exercise price of Nonstatutory StockOptions shall be determined by the Board. However, the exercise price of each Nonstatutory Stock Option that is intended to qualify as performance-based compensation within the meaning of the Treasury Regulations promulgated underSection 162(m) of the Code shall be not less than one hundred percent (100%) of the Fair Market Value of the Ordinary Shares subject to the Option on the date the Option is granted. 

**(d)****Consideration.** The purchase price of Ordinary Shares acquired pursuant to an Option shall be paid, to the extent permitted byapplicable statutes and regulations, either (i) in cash at the time the Option is exercised, or (ii) at the discretion of the Board at the time of the grant of the Option (or subsequently in the case of a Nonstatutory Stock Option)(A) by delivery to the Company of other Ordinary Shares, (B) according to a deferred payment or other similar arrangement with the Optionholder, (C) pursuant to a cashless exercise program implemented by the Company in connection withthe Plan, or (D) in any other form of legal consideration that may be acceptable to the Board. Unless otherwise specifically provided in the Option Agreement, the purchase price of Ordinary Shares acquired pursuant to an Option that is paid bydelivery to the Company of other Ordinary Shares acquired, directly or indirectly from the Company, shall be paid only by shares of the Ordinary Shares of the Company that have been held for more than six (6) months (or such longer or shorterperiod of time required to avoid a charge to earnings for financial accounting purposes). 

In the case of any deferred payment arrangement,interest shall be compounded at least annually and shall be charged at the minimum rate of interest necessary to avoid the treatment as interest, under any applicable provisions of the Code, of any amounts other than amounts stated to be interestunder the deferred payment arrangement. 

**(e)****Transferability of an Incentive Stock Option.** An Incentive Stock Option shallnot be transferable except by will or by the laws of descent and distribution and shall be exercisable during the lifetime of the Optionholder only by the Optionholder. Notwithstanding the foregoing, the Optionholder may, by delivering writtennotice to the Company, in a form satisfactory to the Company, designate a third party who, in the event of the death of the Optionholder, shall thereafter be entitled to exercise the Option. 

**(f)****Transferability of a Nonstatutory Stock Option.** A Nonstatutory Stock Option shall betransferable only to the extent provided in the Option Agreement (subject to applicable securities laws). Notwithstanding the foregoing, the Optionholder may, by delivering written notice to the Company, in a form satisfactory to the Company,designate a third party who, in the event of the death of the Optionholder, shall thereafter be entitled to exercise the Option. 

**(g)****Vesting Generally.** The total number of Ordinary Shares subject to an Option may, but need not, vest and therefore become exercisable in periodic installments that may, but need not, be equal. The Option may be subject tosuch other terms and conditions on the time or times when it may be exercised (which may be based on performance or other criteria) as the Board may deem appropriate. The vesting provisions of individual Options may vary. The provisions of thisSection 6(g) are subject to any Option provisions governing the minimum number of Ordinary Shares as to which an Option may be exercised. 

**(h)****Termination of Continuous Service.** In the event an Optionholder’s Continuous Service terminates (other than upon the Optionholder’s death or Disability), the Optionholder may exercise his or her Option (to theextent that the Optionholder was entitled to exercise such Option as of the date of termination) but only within such period of time ending on the earlier of (i) the date three (3) months following the termination of theOptionholder’s Continuous Service (or, except with respect to Incentive Stock Options, such longer or shorter period specified in the Option Agreement), or (ii) the expiration of the term of the Option as set forth in the Option Agreement.If, after termination, the Optionholder does not exercise his or her Option within the time specified in the Option Agreement, the Option shall terminate. 

**(i)****Extension of Termination Date.** Except with respect to Incentive Stock Options, an Optionholder’s Option Agreement may also provide that if the exercise of the Option following the termination ofthe Optionholder’s Continuous Service (other than upon the Optionholder’s death or Disability) would be prohibited at any time solely because the issuance of Ordinary Shares would violate the registration requirements under the SecuritiesAct, then the Option shall terminate on the earlier of (i) the expiration of the term of the Option set forth in Section 6(a), or (ii) the expiration of a period of three (3) months after the termination of theOptionholder’s Continuous Service during which the exercise of the Option would not be in violation of such registration requirements. 

**(j)****Disability of Optionholder.** In the event that an Optionholder’s Continuous Service terminates as a result of the Optionholder’s Disability, the Optionholder may exercise his or her Option (to the extent that theOptionholder was entitled to exercise such Option as of the date of termination), but only within such period of time ending on the earlier of (i) the date twelve (12) months following such termination (or, except with respect to IncentiveStock Options, such longer or shorter period specified in the Option Agreement) or (ii) the expiration of the term of the Option as set forth in the Option Agreement. If, after termination, the Optionholder does not exercise his or her Optionwithin the time specified herein, the Option shall terminate. 

**(k)****Death of Optionholder.** In the event (i) anOptionholder’s Continuous Service terminates as a result of the Optionholder’s death or (ii) the Optionholder dies within the period (if any) specified in the Option Agreement after the termination of the Optionholder’sContinuous Service for a reason other than death, then the Option may be exercised (to the extent the Optionholder was entitled to exercise such Option as of the date of death) by the Optionholder’s estate, by a person who acquired the right toexercise the Option by bequest or inheritance or by a person designated to exercise the option upon the Optionholder’s death pursuant to Section 6(e) or 6(f), but only within the period ending on the earlier of (A) the date eighteen(18) months following the date of death (or, except with respect to Incentive Stock Options, such longer or shorter period specified in the Option Agreement) or (B) the expiration of the term of such Option as set forth in the OptionAgreement. If, after death, the Option is not exercised within the time specified herein, the Option shall terminate. 

**(l)****EarlyExercise.** The Option may, but need not, include a provision whereby the Optionholder may elect at any time before the Optionholder’s Continuous Service terminates to exercise the Option as to any part or all of the Ordinary Shares subjectto the Option prior to the full vesting of the Option. The early purchase of any unvested Ordinary Shares will be pursuant to an early exercise provision in the Option Agreement which may 

provide for a repurchase option in favor of the Company and other restrictions the Board determines to be appropriate. Any repurchase option so provided forwill be subject to the repurchase provisions set forth in Section 11(h) herein. 

**(m)****Substitution of Stock AppreciationRights for Options****.** If the Company is required to or elects to expense the cost of Options pursuant to FAS 123 (or a successor or other standard), the Board shall have the sole discretion to substitute without receiving Participants’permission, Stock Appreciation Rights paid only in stock for outstanding Options; provided, the terms of the substituted Stock Appreciation Rights are substantially the same as the terms of the Options, the number of shares underlying the number ofStock Appreciation Rights equals the number of shares underlying the Options and the difference between the Fair Market Value of the underlying Ordinary Shares and the grant price of the Stock Appreciation Rights is equivalent to the differencebetween the Fair Market Value of the underlying Ordinary Shares and the exercise price of the Options. 

**(n) Re-Load Options.**

**(i)** Without in any way limiting the authority of the Board to make or not to make grants of Options hereunder,the Board shall have the authority (but not an obligation) to include as part of any Option Agreement a provision entitling the Optionholder to a further Option (a “*Re-Load Option*”) in the event the Optionholder exercises the Optionevidenced by the Option Agreement, in whole or in part, by surrendering other Ordinary Shares in accordance with this Plan and the terms and conditions of the Option Agreement. Unless otherwise specifically provided in the Option Agreement, theOptionholder shall not surrender Ordinary Shares acquired, directly or indirectly from the Company, unless such shares have been held for more than six (6) months (or such longer or shorter period of time required to avoid a charge to earningsfor financial accounting purposes). 

**(ii)** Any such Re-Load Option shall (i) provide for a number of OrdinaryShares equal to the number of Ordinary Shares surrendered as part or all of the exercise price of such Option, (ii) have an expiration date which is the same as the expiration date of the Option the exercise of which gave rise to such Re-LoadOption, and (iii) have an exercise price which is equal to one hundred percent (100%) of the Fair Market Value of the Ordinary Shares subject to the Re-Load Option on the date of exercise of the original Option. Notwithstanding theforegoing, a Re-Load Option shall be subject to the same exercise price and term provisions heretofore described for Options under the Plan. 

Any such Re-Load Option may be an Incentive Stock Option or a Nonstatutory Stock Option, as the Board may designate at the time of the grant of the original Option; provided, however, that the designation of any Re-Load Option as anIncentive Stock Option shall be subject to the one hundred thousand dollar ($100,000) annual limitation on the exercisability of Incentive Stock Options described in Section 11(d) of the Plan and in Section 422(d) of the Code. There shallbe no Re-Load Options on a Re-Load Option. Any such Re-Load Option shall be subject to the availability of sufficient Ordinary Shares under Section 4(a) and shall be subject to such other terms and conditions as the Board may determine that arenot inconsistent with the express provisions of the Plan regarding the terms of Options. 

 
**7.****PROVISIONSOF STOCK AWARDSOTHERTHAN OPTIONS.**
**(a)****Stock Bonus Awards.** Grants of stock bonus awards shall be pursuant to a Stock Award Agreement, whichshall be in such form and shall contain such terms and conditions as the Board shall deem appropriate. The terms and conditions of each grant of a stock bonus award shall include (through incorporation of provisions hereof by reference in the StockAward Agreement or otherwise) the substance of each of the following provisions: 

**(i)****Consideration.** A stockbonus may be awarded in consideration for past services rendered to the Company or an Affiliate for its benefit. 

**(ii)****Vesting; Right of Repurchase.** Ordinary Shares awarded under the Stock Award Agreement may, but need not, be subject to a share repurchase option in favor of the Company in accordance with a vesting schedule to bedetermined by the Board. Such repurchase option is subject to the repurchase provisions set forth in Section 11(h). 

**(iii)****Termination of Participant’s Continuous Service.** In the event aParticipant’s Continuous Service terminates, the Company may reacquire any or all of the Ordinary Shares held by the Participant which have not vested as of the date of termination under the terms of the Stock Award Agreement. In such event,the Company shall not reaquire the Ordinary Shares until after the Repurchase Blackout Period. 

**(iv)****Transferability.** Rights to acquire Ordinary Shares under the Stock Award Agreement shall be transferable by the Participant only upon such terms and conditions as are set forth in the Stock Award Agreement, as the Board shall determine in itsdiscretion, so long as Ordinary Shares awarded under the Stock Award Agreement remains subject to the terms of the Stock Award Agreement. 

**(b) Restricted Stock and Restricted Stock Units.**

**(i)****Designation.** Restricted Stock orRestricted Stock Units may be granted under the Plan. Restricted Stock or Restricted Stock Units may include a dividend equivalent right, as permitted by Section 12(a). After the Board determines that it will offer Restricted Stock orRestricted Stock Units, it will advise the Participant in writing or electronically, by means of a Stock Award Agreement, of the terms, conditions and restrictions, including vesting, if any, related to the offer, including the number of OrdinaryShares that the Participant shall be entitled to receive or purchase, the price to be paid, if any, and, if applicable, the time within which the Participant must accept the offer. The offer shall be accepted by execution of a Stock Award Agreementor as otherwise directed by the Board. The term of each award of Restricted Stock or Restricted Stock Units shall be at the discretion of the Board. 

**(ii)****Restrictions.** Subject to Section 8(b)(iii), the Board may impose such conditions or restrictions on the Restricted Stock or Restricted Stock Units granted pursuant to the Plan as it maydetermine advisable, including the achievement of specific performance goals, time based restrictions on vesting, or others. If the Board established performance goals, the Board shall determine whether a Participant has satisfied the performancegoals. 

**(iii)****Performance Criteria.** Restricted Stock and Restricted Stock Units granted pursuant to the Planthat are intended to qualify as “performance based compensation” under Section 162(m) of the Code shall be subject to the attainment of performance goals relating to the Performance Criteria selected by the Board and specified at thetime such Restricted Stock and Restricted Stock Units are granted. For purposes of this Plan, “*Performance Criteria*” means any one criterion or multiple criteria for measuring performance selected by the Board in its solediscretion, the measurement of which may be based upon Company, Subsidiary or business unit performance, or the individual performance of the Participant, either absolute or by relative comparison to other companies, other Participants or any otherexternal measure of the selected criteria. Performance Criteria may include, without limitation, one or more of the following (as selected by the Board): (1) cash flow; (2) earnings per share; (3) earnings before interest, taxes, andamortization; (4) return on equity; (5) total shareholder return; (6) share price performance; (7) return on capital; (8) return on assets or net assets; (9) revenue; (10) revenue growth; (11) earnings growth;(12) operating income; (13) operating profit; (14) profit margin; (15) return on operating revenue; (16) return on invested capital; (17) operating efficiency; or (18) productivity. 

**(iv)****Transferability****.** Restricted Stock and Restricted Stock Units shall be transferable by the Participant only uponsuch terms and conditions as are set forth in the Stock Award Agreement, as the Board shall determine in its discretion. 

**(v)****Vesting.** Unless the Board determines otherwise, the Stock Award Agreement shall provide for the forfeiture of the non-vested Ordinary Shares underlying Restricted Stock or the termination of unvested Restricted Stock Unitsupon termination of a Participant’s Continuous Service. To the extent that the Participant purchased the Ordinary Shares granted under any such Restricted Stock award and any such Ordinary Shares remain non-vested at the time of termination ofa Participant’s Continuous Service, the termination of Participant’s Continuous Service shall cause an immediate sale of such non-vested Ordinary Shares to the Company at the original price per share of Ordinary Shares paid by theParticipant. 

**(c) Stock Appreciation Rights.** Grants of Stock Appreciation Rights shall be pursuant to a Stock Award Agreement, whichshall be in such form and shall contain such terms and conditions, as the Board shall deem 

appropriate. The Board may grant Stock Appreciation Rights in connection with all or any part of an Option (“*Tandem Stock AppreciationRights*”) to a Participant or in a stand-alone grant (“*Stand-Alone Stock Appreciation Rights*”). The terms and conditions of a Stock Appreciation Right shall include (through incorporation of the provisions hereof byreference in the Stock Award Agreement or otherwise) the substance of each of the following provisions: 

**(i)****Calculation of Appreciation.** Each Stock Appreciation Right will be denominated in Ordinary Shares equivalents. The appreciation distribution payable on the exercise of a Stock Appreciation Right will be not greater than an amount equal to theexcess of (A) the aggregate Fair Market Value (on the date of the exercise of the Stock Appreciation Right) of a number of Ordinary Shares equal to the number of share of Ordinary Shares equivalents in which the Participant is vested under suchStock Appreciation Right and with respect to which the Participant is exercising the Stock Appreciation Right on such date, over (B) an amount that will be determined by the Board at the time of grant of the Stock Appreciation Right (whichamount, in the case of Stock Appreciation Rights intended to qualify as performance-based compensation within the meaning of the Treasury Regulations under Section 162(m) of the Code, shall be not less than the Fair Market Value of suchOrdinary Shares at the time of grant of the Ordinary Shares equivalents). 

**(ii)****Vesting.** At the time of thegrant of a Stock Appreciation Right, the Board may impose such restrictions or conditions to the vesting of such Stock Appreciation Right as it deems appropriate. 

**(iii)****Exercise.** To exercise any outstanding Stock Appreciation Right, the Participant must provide written notice ofexercise to the Company in compliance with the provisions of the Stock Award Agreement evidencing such Stock Appreciation Right. 

**(iv)****Payment****.** The appreciation distribution in respect of a Stock Appreciation Right may be paid in Ordinary Shares, in cash, or any combination of the two, as the Board deems appropriate. 

**(v)****Termination of Continuous Service****.** If a Participant’s Continuous Service terminates for any reason, anyunvested Stock Appreciation Rights shall be forfeited and any vested Stock Appreciation Rights shall be automatically redeemed. 

**(vi)****Transferability****.** Stock Appreciation Rights shall be transferable by the Participant only upon such terms and conditions as are set forth in the Stock Award Agreement, as the Board shall determine in its discretion.

**(vii)****Tandem Stock Appreciation Rights****.** A Tandem Stock Appreciation Right shall be exercisable only tothe extent that the related Option is exercisable and a Tandem Stock Appreciation Right shall expire no later than the date on which the related Option expires. 

 
**8.****COVENANTSOFTHE COMPANY.**
**(a)****Availability of Shares.** During the terms of the Stock Awards, the Company shall keep available at all times the number of OrdinaryShares required to satisfy such Stock Awards. 

**(b)****Securities Law Compliance.** The Company shall seek to obtain from eachregulatory commission or agency having jurisdiction over the Plan such authority as may be required to grant Stock Awards and to issue and sell Ordinary Shares upon exercise of the Stock Awards; provided, however, that this undertaking shall notrequire the Company to register under the Securities Act the Plan, any Stock Award or any Ordinary Shares issued or issuable pursuant to any such Stock Award. If, after reasonable efforts, the Company is unable to obtain from any such regulatorycommission or agency the authority which counsel for the Company deems necessary for the lawful issuance and sale of Ordinary Shares under the Plan, the Company shall be relieved from any liability for failure to issue and sell Ordinary Shares uponexercise of such Stock Awards unless and until such authority is obtained. 

 
**9.****USEOF PROCEEDSFROM STOCK.**
Proceeds from the sale of Ordinary Shares pursuant to Stock Awards shall constitute general funds of the Company. 

**10.****EFFECTIVE DATEOF PLAN.**
The Plan shall become effective as determined by the Board, but no Stock Award shall be exercised (or, in the case of a stock bonus, shall be granted)unless and until the Plan has been approved by the shareholders of the Company, which approval shall be within twelve (12) months before or after the date the Plan is adopted by the Board. 

 
**11.****MISCELLANEOUS.**
**(a)****Acceleration of Exercisability and Vesting.** The Board shall have the power to accelerate the time at which a Stock Award may first be exercised or the time during which a Stock Award or any part thereof will vest in accordance with the Plan,notwithstanding the provisions in the Stock Award stating the time at which it may first be exercised or the time during which it will vest. 

**(b)****Shareholder Rights.** No Participant shall be deemed to be the holder of, or to have any of the rights of a holder with respect to, any Ordinary Shares subject to such Stock Award unless and until such Participant hassatisfied all requirements for exercise of the Stock Award pursuant to its terms. 

**(c)****No Employment or other Service Rights.**Nothing in the Plan or any instrument executed or Stock Award granted pursuant thereto shall confer upon any Participant any right to continue to serve the Company or an Affiliate in the capacity in effect at the time the Stock Award was granted orshall affect the right of the Company or an Affiliate to terminate (i) the employment of an Employee with or without notice and with or without cause, (ii) the service of a Consultant pursuant to the terms of such Consultant’sagreement with the Company or an Affiliate, or (iii) the service of a Director pursuant to the Bylaws of the Company or an Affiliate, and any applicable provisions of the corporate law of the state in which the Company or the Affiliate isincorporated, as the case may be. 

**(d)****Incentive Stock Option $100,000 Limitation.** To the extent that the aggregate FairMarket Value (determined at the time of grant) of Ordinary Shares with respect to which Incentive Stock Options are exercisable for the first time by any Optionholder during any calendar year (under all plans of the Company and its Affiliates)exceeds one hundred thousand dollars ($100,000), the Options or portions thereof which exceed such limit (according to the order in which they were granted) shall be treated as Nonstatutory Stock Options. 

**(e)****Maximum Award Amounts.** In no event shall a Participant receive a Stock Award or Stock Awards during any one (1) calendar yearcovering in the aggregate more than 2,000,000 Ordinary Shares. 

**(f)****Investment Assurances.** The Company may require aParticipant, as a condition of exercising or acquiring Ordinary Shares under any Stock Award (i) to give written assurances satisfactory to the Company as to the Participant’s knowledge and experience in financial and business mattersand/or to employ a purchaser representative reasonably satisfactory to the Company who is knowledgeable and experienced in financial and business matters and that he or she is capable of evaluating, alone or together with the purchaserrepresentative, the merits and risks of exercising the Stock Award, and (ii) to give written assurances satisfactory to the Company stating that the Participant is acquiring Ordinary Shares subject to the Stock Award for the Participant’sown account and not with any present intention of selling or otherwise distributing the Ordinary Shares. The foregoing requirements, and any assurances given pursuant to such requirements, shall be inoperative if (1) the issuance of theOrdinary Shares upon the exercise or acquisition of Ordinary Shares under the Stock Award has been registered under a then currently effective registration statement under the Securities Act, or (2) as to any particular requirement, adetermination is made by counsel for the Company that such requirement need not be met in the circumstances under the then applicable securities laws. The Company may, upon advice of counsel to the Company, place legends on stock certificates issuedunder the Plan as such counsel deems necessary or appropriate in order to comply with applicable securities laws, including, but not limited to, legends restricting the transfer of the Ordinary Shares. 

**(g)****Withholding Obligations.** To the extent provided by the terms of a Stock Award Agreement, the Participant may satisfy any federal, stateor local tax withholding obligation relating to the exercise or acquisition of Ordinary Shares under a Stock Award by any of the following means (in addition to the Company’s right to 

withhold from any compensation paid to the Participant by the Company) or by a combination of such means: (i) tendering a cash payment,(ii) authorizing the Company to withhold Ordinary Shares from the Ordinary Shares otherwise issuable to the Participant as a result of the exercise or acquisition of Ordinary Shares under the Stock Award, provided, however, that no OrdinaryShares are withheld with a value exceeding the minimum amount of tax required to be withheld by law, or (iii) delivering to the Company owned and unencumbered Ordinary Shares. 

**(h)****Repurchase Provisions.** The Company shall exercise any repurchase option specified in the Stock Award by giving the holder of the StockAward written notice of intent to exercise the repurchase option. Payment may be cash or cancellation of purchase money indebtedness for the Ordinary Shares. The terms of any repurchase option shall be specified in the Stock Award and may be eitherat Fair Market Value at the time of repurchase or at not less than the original purchase price. 

**(i)****Golden Parachute Taxes.**In the event that any amounts paid or deemed paid to a Participant under the Plan are deemed to constitute “excess parachute payments” as defined in Section 280G of the Code (taking into account any other payments made under the Planand any other compensation paid or deemed paid to a Participant), or if any Participant is deemed to receive an “excess parachute payment” by reason of his or her vesting of Options pursuant to Section 12(c) herein, the amount of suchpayments or deemed payments shall be reduced (or, alternatively the provisions of Section 12(c) shall not act to vest options to such Participant), so that no such payments or deemed payments shall constitute excess parachute payments.provided, however, that if a Participant is subject to a separate agreement with the Company or an Affiliate which specifically provides that payments attributable to one or more forms of employee stock incentives or to payments made in lieu ofemployee stock incentives will not reduce any other payments under such agreement, even if it would constitute an excess parachute payment, or provides that the Participant will have the discretion to determine which payments will be reduced inorder to avoid an excess parachute payment, then the limitations of this Section 11(l) will, to that extent, not apply. The determination of whether a payment or deemed payment constitutes an excess parachute payment shall be in the solediscretion of the Board. 

**(j)****Right to American Depository Shares (“ADSs”)****.** The Company may arrange, in itssole discretion, for any one or more Participants to receive ADSs rather than Ordinary Shares upon the exercise of Stock Awards, in which case, all references to “Ordinary Shares” in this Plan or any other document related to the Planshall be deemed to reference the appropriate number of ADSs per Ordinary Share, as the context may require with respect to such Stock Awards. 

**(k) Plan Unfunded.** The Plan shall be unfunded. Except for the Board’s reservation of a sufficient number of authorized shares to the extent required by law to meet the requirements of the Plan, the Company shall not be requiredto establish any special or separate fund or to make any other segregation of assets to assure payment of any Stock Award under the Plan. 

 
**12.****Adjustments upon Changes in Stock.**
**(a)****Capitalization Adjustments.** In the event that any dividend or other distribution (whether in the form of cash, shares of the Ordinary Shares, other securities, or other property), recapitalization, stock split, reverse stock split,reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, exchange of Ordinary Shares or other securities of the Company, or other change in the corporate structure of the Company affecting the Ordinary Shares occurs, theBoard, in order to prevent diminution or enlargement of the benefits or potential benefits intended to be made available under the Plan, may, in its sole discretion, adjust the number and class of Ordinary Shares that may be delivered under the Planand/or the number, class, and price of Ordinary Shares covered by each outstanding Stock Award. In lieu of the payment of a dividend the Board in its discretion may provide holders of Restricted Stock or Restricted Stock Units a dividend equivalentright, in the form of additional Ordinary Shares or units, with respect to the unvested Ordinary Shares or unvested units the Participant shall be entitled to receive or purchase. 

**(b)****Dissolution or Liquidation.** In the event of the proposed dissolution or liquidation of the Company, the Board will notify eachParticipant as soon as practicable prior to the effective date of such proposed transaction. To the extent it has not been previously exercised, a Stock Award will terminate immediately prior to the consummation of such proposed action. 

**(c)****Change in Control.**In the event of Change in Control, then, to the extent permitted byapplicable law: (1) any surviving corporation may assume any Stock Awards outstanding under the Plan or may substitute similar stock awards (including an award to acquire the same consideration paid to the shareholders in the transactiondescribed in this Section 12(c)) for those outstanding under the Plan, or (2) in the event any surviving corporation does not assume or continue such Stock Awards, or substitute similar stock awards for those outstanding under the Plan inaccordance with the preceding clause, then the time during which such Stock Awards may be exercised automatically will be accelerated and become fully vested and exercisable immediately prior to the consummation of such transaction, and the StockAwards shall automatically terminate upon consummation of such transaction if not exercised prior to such event. 

**(d)****NoLimitations.** The grant of Stock Awards will in no way affect the Company's right to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or anypart of its business or assets. 

 
**13.****AMENDMENTOFTHE PLANAND STOCK AWARDS.**
**(a)****Amendment of Plan.** The Board at any time, and from time to time, may amend the Plan. However, except as provided in Section 12relating to adjustments upon changes in Ordinary Shares, no amendment shall be effective unless approved by the shareholders of the Company to the extent shareholder approval is necessary to satisfy the applicable requirements of Section 422 or162(m) of the Code and the Treasury Regulations thereunder, Rule 16b-3 under the Exchange Act or any Nasdaq or securities exchange listing requirements. For purposes of clarity, any increase in the number of shares reserved for issuance hereunder inaccordance with the provisions of Section 4(a) hereof shall not be deemed to be an amendment to the Plan. 

**(b)****ContemplatedAmendments.** It is expressly contemplated that the Board may amend the Plan in any respect the Board deems necessary or advisable to provide eligible Employees with the maximum benefits provided or to be provided under the provisions of the Codeand the regulations promulgated thereunder relating to Incentive Stock Options and/or to bring the Plan and/or Incentive Stock Options granted under it into compliance therewith. 

**(c)****No Impairment of Rights.** Rights under any Stock Award granted before amendment of the Plan shall not be impaired by any amendment ofthe Plan unless (i) the Company requests the consent of the Participant and (ii) the Participant consents in writing. 

**(d)****Amendment of Stock Awards.** The Board at any time, and from time to time, may amend the terms of any one or more Stock Awards; provided, however, that the rights under any Stock Award shall not be impaired by any such amendment unless(i) the Company requests the consent of the Participant and (ii) the Participant consents in writing. 

 
**14.****TERMINATIONOR SUSPENSIONOFTHE PLAN.**
**(a)****Plan Term.** The Board may suspend or terminate the Plan at any time. Unless sooner terminated, the Plan shall terminate on the day beforethe tenth (10th) anniversary of the date the Plan is adopted by the Board or approved by the shareholders of the Company, whichever is later. No Stock Awards may be granted under the Plan while the Plan is suspended or after it is terminated.

**(b)****No Impairment of Rights.** Suspension or termination of the Plan shall not impair rights and obligations under any StockAward granted while the Plan is in effect except with the written consent of the Participant. 

 
**15.****CHOICEOF LAW.**
The law of California shall govern all questions concerning the construction, validity and interpretation of this Plan, without regard to such state’s conflict of laws rules