EX-10.2





 Exhibit 10.2 

Zhangmen Education Inc. 

2021 Share Incentive Plan 

ARTICLE 1 
 PURPOSE

 The purpose of this 2021 Share Incentive Plan (the “Plan”) is to promote the success and enhance the value of
Zhangmen Education Inc., an exempted company incorporated under the laws of the Cayman Islands (the “Company”), by linking the personal interests of the Directors, Employees, and Consultants to those of the Company’s
shareholders and by providing such individuals with an incentive for outstanding performance to generate superior returns to the Company’s shareholders. 

ARTICLE 2 
 DEFINITIONS
AND CONSTRUCTION 
 Wherever the following terms are used in the Plan they shall have the meanings specified below, unless the context
clearly indicates otherwise. The singular pronoun shall include the plural where the context so indicates. 
 2.1    
“Applicable Laws” means the legal requirements relating to the Plan and the Awards under applicable provisions of the corporate, securities, tax and other laws, rules, regulations and government orders, and the rules of any
applicable stock exchange or national market system, of any jurisdiction applicable to Awards granted to residents therein.

2.2     “Award” means an Option, Restricted Share, Restricted Share Unit or other types of award approved
by the Committee granted to a Participant pursuant to the Plan. 
 2.3     “Award Agreement” means any
written agreement, contract, or other instrument or document evidencing an Award, including through electronic medium. 

2.4     “Board” means the board of directors of the Company. 

2.5     “Cause” with respect to a Participant means (unless otherwise expressly provided in the
applicable Award Agreement, or another applicable contract with the Participant that defines such term for purposes of determining the effect that a “for cause” termination has on the Participant’s Awards) a termination of employment
or service based upon a finding by the Service Recipient, acting in good faith and based on its reasonable belief at the time, that the Participant: 

(a)    has been negligent in the discharge of his or her duties to the Service Recipient, has refused to perform stated or
assigned duties or is incompetent in or (other than by reason of a disability or analogous condition) incapable of performing those duties; 

(b)    has been dishonest or committed or engaged in an act of theft, embezzlement or fraud, a breach of confidentiality,
an unauthorized disclosure or use of inside information, customer lists, trade secrets or other confidential information; 












 (c)    has breached a fiduciary duty, or willfully and materially
violated any other duty, law, rule, regulation or policy of the Service Recipient; or has been convicted of, or plead guilty or nolo contendere to, a felony or misdemeanor (other than minor traffic violations or similar offenses); 

(d)    has materially breached any of the provisions of any agreement with the Service Recipient; 

(e)    has engaged in unfair competition with, or otherwise acted intentionally in a manner injurious to the reputation,
business or assets of, the Service Recipient; or 
 (f)    has improperly induced a vendor or customer to break or
terminate any contract with the Service Recipient or induced a principal for whom the Service Recipient acts as agent to terminate such agency relationship. 

A termination for Cause shall be deemed to occur (subject to reinstatement upon a contrary final determination by the Committee) on the date
on which the Service Recipient first delivers written notice to the Participant of a finding of termination for Cause. 

2.6     “Code” means the Internal Revenue Code of 1986 of the United States, as amended. 

2.7     “Committee” means a committee of the Board described in Article 10. 

2.8     “Consultant” means any consultant or adviser if: (a) the consultant or adviser renders bona
fide services to a Service Recipient; (b) the services rendered by the consultant or adviser are not in connection with the offer or sale of securities in a capital-raising transaction and do not directly or indirectly promote or maintain a
market for the Company’s securities; and (c) the consultant or adviser has contracted directly with the Service Recipient to render such services. 

2.9     “Corporate Transaction”, unless otherwise defined in an Award Agreement, means any of the
following transactions, provided, however, that the Committee shall determine under (d) and (e) whether multiple transactions are related, and its determination shall be final, binding and conclusive: 

(a)    an amalgamation, arrangement or consolidation or scheme of arrangement (i) in which the Company is not the
surviving entity, except for a transaction the principal purpose of which is to change the jurisdiction in which the Company is incorporated or (ii) following which the holders of the voting securities of the Company do not continue to hold
more than 50% of the combined voting power of the voting securities of the surviving entity; 
 (b)    the sale,
transfer or other disposition of all or substantially all of the assets of the Company; 
 (c)    the complete
liquidation or dissolution of the Company; 

  
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 (d)    any reverse takeover or series of related transactions
culminating in a reverse takeover (including, but not limited to, a tender offer followed by a reverse takeover) in which the Company is the surviving entity but (A) the Company’s equity securities outstanding immediately prior to such
takeover are converted or exchanged by virtue of the takeover into other property, whether in the form of securities, cash or otherwise, or (B) in which securities possessing more than fifty percent (50%) of the total combined voting power of
the Company’s outstanding securities are transferred to a person or persons different from those who held such securities immediately prior to such takeover or the initial transaction culminating in such takeover, but excluding any such
transaction or series of related transactions that the Committee determines shall not be a Corporate Transaction; or 

(e)    acquisition in a single or series of related transactions by any person or related group of persons (other than the
Company or by a Company-sponsored employee benefit plan) of beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) of securities possessing more than fifty percent (50%) of the total
combined voting power of the Company’s outstanding securities but excluding any such transaction or series of related transactions that the Committee determines shall not be a Corporate Transaction. 

2.10     “Director” means a member of the Board or a member of the board of directors of any Subsidiary
of the Company. 
 2.11     “Disability” unless otherwise defined in an Award Agreement, means that the
Participant qualifies to receive long-term disability payments under the Service Recipient’s long-term disability insurance program, as it may be amended from time to time, to which the Participant provides services regardless of whether the
Participant is covered by such policy. If the Service Recipient to which the Participant provides service does not have a long-term disability plan in place, “Disability” means that a Participant is unable to carry out the responsibilities
and functions of the position held by the Participant by reason of any medically determinable physical or mental impairment for a period of not less than ninety (90) consecutive days. A Participant will not be considered to have incurred a
Disability unless he or she furnishes proof of such impairment sufficient to satisfy the Committee in its discretion. 

2.12     “Effective Date” shall have the meaning set forth in Section 11.1. 

2.13     “Employee” means any person, including an officer or a Director, who is in the employment of a
Service Recipient, subject to the control and direction of the Service Recipient as to both the work to be performed and the manner and method of performance. The payment of a director’s fee by a Service Recipient shall not be sufficient to
constitute “employment” by the Service Recipient. 
 2.14 “Exchange Act” means the Securities Exchange Act of
1934 of the United States, as amended. 
 2.15     “Fair Market Value” means, as of any date, the value
of Shares determined as follows: 
 (a)    if the Shares are listed on one or more established stock exchanges or
national market systems, including without limitation, the New York Stock Exchange or the Nasdaq Stock Market, its Fair Market Value shall be the closing sales price for such shares (or the closing bid, if no sales were reported) as quoted on the
principal exchange or system on which the Shares are listed (as determined by the Committee) on the date of determination (or, if no closing sales price or closing bid was reported on that date, as applicable, on the last trading date such closing
sales price or closing bid was reported), as reported on the website maintained by such exchange or market system or such other source as the Committee deems reliable; 

  
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 (b)    If the Shares are regularly quoted on an automated quotation
system (including the OTC Bulletin Board) or by a recognized securities dealer, its Fair Market Value shall be the closing sales price for such Shares as quoted on such system or by such securities dealer on the date of determination, but if selling
prices are not reported, the Fair Market Value of a Share shall be the mean between the high bid and low asked prices for the Shares on the date of determination (or, if no such prices were reported on that date, on the last date such prices were
reported), as reported in The Wall Street Journal or such other source as the Committee deems reliable; or 
 (c)    in
the absence of an established market for the Shares of the type described in (a) above, the Fair Market Value thereof shall be determined by the Committee in good faith and in its discretion by reference to (i) the placing price of the
latest private placement of the Shares and the development of the Company’s business operations and the general economic and market conditions since such latest private placement, (ii) other third party transactions involving the Shares
and the development of the Company’s business operation and the general economic and market conditions since such transaction, (iii) an independent valuation of the Shares, or (iv) such other methodologies or information as the
Committee determines to be indicative of Fair Market Value. 
 2.16     “Group Entity” means any of the
Company and Subsidiaries of the Company. 
 2.17     “Incentive Share Option” means an Option that is
intended to meet the requirements of Section 422 of the Code or any successor provision thereto. 
 2.18    
“Independent Director” means (i) if the Shares or other securities representing the Shares are not listed on a stock exchange, a Director of the Company who is a Non-Employee Director;
and (ii) if the Shares or other securities representing the Shares are listed on one or more stock exchange, a Director of the Company who meets the independence standards under the applicable corporate governance rules of the stock
exchange(s). 
 2.19     “Non-Employee Director” means a
member of the Board who qualifies as a “Non-Employee Director” as defined in Rule 16b-3(b)(3) of the Exchange Act, or any successor definition adopted by the
Board. 
 2.20     “Non-Qualified Share Option” means an
Option that is not intended to be an Incentive Share Option. 
 2.21     “Option” means a right granted
to a Participant pursuant to Article 5 of the Plan to purchase a specified number of Shares at a specified price during specified time periods. An Option may be either an Incentive Share Option or a
Non-Qualified Share Option. 
 2.22     “Participant” means a
person who, as a Director, Consultant or Employee, has been granted an Award pursuant to the Plan. 
 2.23
    “Parent” means a parent corporation under Section 424(e) of the Code. 

  
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 2.24     “Plan” means this 2021 Share Incentive Plan of
Zhangmen Education Inc., as amended and/or restated from time to time. 
 2.25     “Related Entity”
means any business, corporation, partnership, limited liability company or other entity in which the Company, a Parent or Subsidiary of the Company holds a substantial ownership interest, directly or indirectly, or controls through contractual
arrangements and consolidates the financial results according to applicable accounting standards, but which is not a Subsidiary and which the Board designates as a Related Entity for purposes of the Plan. 

2.26     “Restricted Share” means a Share awarded to a Participant pursuant to Article 6 that is subject
to certain restrictions and may be subject to risk of forfeiture/repurchase. 
 2.27     “Restricted Share
Unit” means the right granted to a Participant pursuant to Article 7 to receive a Share at a future date. 

2.28     “Securities Act” means the Securities Act of 1933 of the United States, as amended. 

2.29     “Service Recipient” means the Company or Subsidiary of the Company to which a Participant
provides services as an Employee, a Consultant or a Director. 
 2.30     “Share” means the ordinary
shares of the Company, par value US$0.0001 per share, and such other securities of the Company that may be substituted for Shares pursuant to Article 9. 

2.31     “Subsidiary” means any corporation or other entity of which a majority of the outstanding voting
shares or voting power is beneficially owned directly or indirectly by the Company. 
 2.32     “Trading
Date” means the closing of the first sale to the general public of the Shares pursuant to a registration statement filed with and declared effective by the U.S. Securities and Exchange Commission under the Securities Act. 

ARTICLE 3 
 SHARES
SUBJECT TO THE PLAN 
 3.1     Number of Shares. 

(a)    Subject to the provisions of Article 9 and Section 3.1(b), the maximum aggregate number of Shares which may be
issued pursuant to all Awards (including Incentive Share Options) (the “Award Pool”) under the Plan shall initially be 38,000,000 Shares, plus an annual increase on the first day of each fiscal year of the Company during the term of this
Plan commencing with the fiscal year beginning January 1, 2022, by (i) an amount equal to 1% of the total number of shares issued and outstanding on the last day of the immediately preceding fiscal year, or (ii) such lesser number of
Shares as may be determined by the Board; provided that the size of the Award Pool shall be equitably adjusted in the event of any share dividend, subdivision, reclassification, recapitalization, split, reverse split, combination, consolidation or
similar transactions. 

  
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 (b)    To the extent that an Award terminates, expires, or lapses for
any reason, any Shares subject to the Award shall again be available for the grant of an Award pursuant to the Plan. To the extent permitted by Applicable Laws, Shares issued in assumption of, or in substitution for, any outstanding awards of any
entity acquired in any form or combination by a Group Entity shall not be counted against Shares available for grant pursuant to the Plan. Shares delivered by the Participant or withheld by the Company upon the exercise of any Award under the Plan,
in payment of the exercise price thereof or tax withholding thereon, may again be optioned, granted or awarded hereunder, subject to the limitations of Section 3.1(a). If any Restricted Shares are forfeited or repurchased by the Company, such
Shares may again be optioned, granted or awarded hereunder, subject to the limitations of Section 3.1(a). Notwithstanding the provisions of this Section 3.1(b), no Shares may again be optioned, granted or awarded if such action would cause
an Incentive Share Option to fail to qualify as an incentive share option under Section 422 of the Code. 
 3.2
    Shares Distributed. Any Shares distributed pursuant to an Award may consist, in whole or in part, of authorized and unissued Shares, treasury Shares (subject to Applicable Laws) or Shares purchased on the open market.
Additionally, at the discretion of the Committee, any Shares distributed pursuant to an Award may be represented by American Depository Shares. If the number of Shares represented by an American Depository Share is other than on a one-to-one basis, the limitations of Section 3.1 shall be adjusted to reflect the distribution of American Depository Shares in lieu of Shares. 

ARTICLE 4 
 ELIGIBILITY
AND PARTICIPATION 
 4.1     Eligibility. Persons eligible to participate in this Plan include Employees,
Consultants, and Directors, as determined by the Committee. 
 4.2     Participation. Subject to the provisions
of the Plan, the Committee may, from time to time, select from among all eligible individuals, those to whom Awards shall be granted and shall determine the nature and amount of each Award. No individual shall have any right to be granted an Award
pursuant to this Plan. 
 4.3    Jurisdictions. In order to assure the viability of Awards granted to
Participants employed in various jurisdictions, the Committee may provide for such special terms as it may consider necessary or appropriate to accommodate differences in local law, tax policy, or custom applicable in the jurisdiction in which the
Participant resides, is employed, operates or is incorporated. Moreover, the Committee may approve such supplements to, or amendments, restatements, or alternative versions of, the Plan as it may consider necessary or appropriate for such purposes
without thereby affecting the terms of the Plan as in effect for any other purpose; provided, however, that no such supplements, amendments, restatements, or alternative versions shall increase the share limitations contained in
Section 3.1 of the Plan. Notwithstanding the foregoing, the Committee may not take any actions hereunder, and no Awards shall be granted, that would violate any Applicable Laws. 

  
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 ARTICLE 5 

OPTIONS 
 5.1
    General. The Committee is authorized to grant Options to Participants on the following terms and conditions: 

(a)    Exercise Price. The exercise price per Share subject to an Option shall be determined by the Committee and
set forth in the Award Agreement which may be a fixed price or a variable price related to the Fair Market Value of the Shares. The exercise price per Share subject to an Option may be amended or adjusted in the absolute discretion of the Committee,
the determination of which shall be final, binding and conclusive. For the avoidance of doubt, to the extent not prohibited by Applicable Laws or any exchange rule, a downward adjustment of the exercise prices of Options mentioned in the preceding
sentence shall be effective without the approval of the Company’s shareholders or the approval of the affected Participants. Notwithstanding anything in the foregoing, the exercise price shall in no circumstances be less than the par value of
the Shares. 
 (b)    Time and Conditions of Exercise. The Committee shall determine the time or times at which
an Option may be exercised in whole or in part, including exercise prior to vesting; provided that the term of any Option granted under the Plan shall not exceed ten years, except as provided in Section 12.1. The Committee shall also determine
any conditions, if any, that must be satisfied before all or part of an Option may be exercised. 

(c)    Payment. The Committee shall determine the methods by which the exercise price of an Option may be paid, the
form of payment, including, without limitation (i) cash or check denominated in U.S. Dollars, (ii) to the extent permissible under the Applicable Laws, cash or check in Chinese Renminbi, (iii) cash or check denominated in any other
local currency as approved by the Committee, (iv) Shares held for such period of time as may be required by the Committee in order to avoid adverse financial accounting consequences and having a Fair Market Value on the date of delivery equal
to the aggregate exercise price of the Option or exercised portion thereof, (v) after the Trading Date the delivery of a notice that the Participant has placed a market sell order with a broker with respect to Shares then issuable upon exercise
of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; provided that payment of such proceeds is then made to the Company upon
settlement of such sale, (vi) other property acceptable to the Committee with a Fair Market Value equal to the exercise price, or (vii) any combination of the foregoing. Notwithstanding any other provision of the Plan to the contrary, no
Participant who is a member of the Board or an “executive officer” of the Company within the meaning of Section 13(k) of the Exchange Act shall be permitted to pay the exercise price of an Option in any method which would violate
Section 13(k) of the Exchange Act. 
 (d)    Option Award Agreement. All Options shall be evidenced by an
Award Agreement between the Company and the Participant. The Award Agreement shall include such additional provisions as may be specified by the Committee. 

(e)    Effects of Termination of Employment or Service on Options. Termination of employment or service shall have
the following effects on Options granted to the Participants unless otherwise provided in the Award Agreement: 

  
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 (i)    Dismissal for Cause. Unless otherwise provided in the
Award Agreement, if a Participant’s employment by or service to the Service Recipient is terminated by the Service Recipient for Cause, the Participant’s Options will terminate upon such termination, whether or not the Option is then
vested and/or exercisable; 
 (ii)    Death or Disability. Unless otherwise provided in the Award Agreement, if
a Participant’s employment by or service to the Service Recipient terminates as a result of the Participant’s death or Disability: 
  

	 	(a)	 the Participant (or his or her legal representative or beneficiary, in the case of the Participant’s
Disability or death, respectively), will have until the date that is 12 months after the Participant’s termination of Employment to exercise the Participant’s Options (or portion thereof) to the extent that such Options were vested and
exercisable on the date of the Participant’s termination of Employment on account of death or Disability; 


  

	 	(b)	 the Options, to the extent not vested and exercisable on the date of the Participant’s termination of
Employment or service, shall terminate upon the Participant’s termination of Employment or service on account of death or Disability; and 


  

	 	(c)	 the Options, to the extent exercisable for the 12-month period
following the Participant’s termination of Employment or service and not exercised during such period, shall terminate at the close of business on the last day of the 12-month period.



 (iii)    Other Terminations of Employment or Service. Unless otherwise provided in the
Award Agreement, if a Participant’s employment by or service to the Service Recipient terminates for any reason other than a termination by the Service Recipient for Cause or because of the Participant’s death or Disability: 

 

	 	(a)	 the Participant will have until the date that is 90 days after the Participant’s termination of Employment
or service to exercise his or her Options (or portion thereof) to the extent that such Options were vested and exercisable on the date of the Participant’s termination of Employment or service; 



 

	 	(b)	 the Options, to the extent not vested and exercisable on the date of the Participant’s termination of
Employment or service, shall terminate upon the Participant’s termination of Employment or service; and 


  

	 	(c)	 the Options, to the extent exercisable for the 90-day period following
the Participant’s termination of Employment or service and not exercised during such period, shall terminate at the close of business on the last day of the 90-day period. 



  
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 5.2     Incentive Share Options. Incentive Share Options may be
granted to Employees of the Company or a Subsidiary of the Company. Incentive Share Options may not be granted to employees of a Related Entity or to Independent Directors or Consultants. The terms of any Incentive Share Options granted pursuant to
the Plan, in addition to the requirements of Section 5.1, must comply with the following additional provisions of this Section 5.2: 

(a)    Individual Dollar Limitation. The aggregate Fair Market Value (determined as of the time the Option is
granted) of all Shares with respect to which Incentive Share Options are first exercisable by a Participant in any calendar year may not exceed $100,000 or such other limitation as imposed by Section 422(d) of the Code, or any successor
provision. To the extent that Incentive Share Options are first exercisable by a Participant in excess of such limitation, the excess shall be considered Non-Qualified Share Options. 

(b)    Exercise Price. The exercise price of an Incentive Share Option shall be equal to the Fair Market Value on
the date of grant. However, the exercise price of any Incentive Share Option granted to any individual who, at the date of grant, owns Shares possessing more than ten percent of the total combined voting power of all classes of shares of the Company
or any Parent or Subsidiary of the Company may not be less than 110% of Fair Market Value on the date of grant and such Option may not be exercisable for more than five years from the date of grant. Notwithstanding anything in the foregoing, the
exercise price per Share shall in no circumstances be less than the par value of such Share. 
 (c)    Transfer
Restriction. The Participant shall give the Company prompt notice of any disposition of Shares acquired by exercise of an Incentive Share Option within (i) two years from the date of grant of such Incentive Share Option or (ii) one
year after the transfer of such Shares to the Participant. 
 (d)    Expiration of Incentive Share Options. No
Award of an Incentive Share Option may be made pursuant to this Plan after the tenth anniversary of the Effective Date. 

(e)    Right to Exercise. During a Participant’s lifetime, an Incentive Share Option may be exercised only by
the Participant. 
 ARTICLE 6 

RESTRICTED SHARES 

6.1     Grant of Restricted Shares. The Committee, at any time and from time to time, may grant Restricted Shares
to Participants as the Committee, in its sole discretion, shall determine. The Committee, in its sole discretion, shall determine the number of Restricted Shares to be granted to each Participant. 

6.2     Restricted Shares Award Agreement. Each Award of Restricted Shares shall be evidenced by an Award Agreement
that shall specify the period of restriction, the number of Restricted Shares granted, and such other terms and conditions as the Committee, in its sole discretion, shall determine. Unless the Committee determines otherwise, Restricted Shares shall
be held by the Company as escrow agent until the restrictions on such Restricted Shares have lapsed. 

  
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 6.3     Issuance and Restrictions. Restricted Shares shall be
subject to such restrictions on transferability and other restrictions as the Committee may impose (including, without limitation, limitations on the right to vote Restricted Shares or the right to receive dividends on the Restricted Shares). These
restrictions may lapse separately or in combination at such times, pursuant to such circumstances, in such installments, or otherwise, as the Committee determines at the time of the grant of the Award or thereafter. 

6.4     Forfeiture/Repurchase. Except as otherwise determined by the Committee at the time of the grant of the
Award or thereafter, upon termination of employment or service during the applicable restriction period, Restricted Shares that are at that time subject to restrictions shall, subject to Applicable Laws, be forfeited or repurchased in accordance
with the Award Agreement; provided, however, the Committee may (a) provide in any Restricted Share Award Agreement that restrictions, forfeiture or repurchase conditions relating to Restricted Shares will be waived in whole or in part in the
event of terminations resulting from specified causes, and (b) in other cases waive in whole or in part restrictions, forfeiture or repurchase conditions relating to Restricted Shares. 

6.5     Certificates for Restricted Shares. Restricted Shares granted pursuant to the Plan may be evidenced in such
manner as the Committee shall determine. If certificates representing Restricted Shares are registered in the name of the Participant, certificates must bear an appropriate legend referring to the terms, conditions, and restrictions applicable to
such Restricted Shares, and the Company may, at its discretion, retain physical possession of the certificate until such time as all applicable restrictions lapse. 

6.6     Removal of Restrictions. Except as otherwise provided in this Article 6, Restricted Shares granted under
the Plan shall be released from escrow as soon as practicable after the last day of the period of restriction. The Committee, in its discretion, may accelerate the time at which any restrictions shall lapse or be removed. After the restrictions have
lapsed, the Participant shall be entitled to have any legend or legends under Section 6.5 removed from his or her Share certificate, and the Shares shall be freely transferable by the Participant, subject to applicable legal restrictions. The
Committee (in its discretion) may establish procedures regarding the release of Shares from escrow and the removal of legends, as necessary or appropriate to minimize administrative burdens on the Company. 

ARTICLE 7 
 RESTRICTED
SHARE UNITS 
 7.1    Grant of Restricted Share Units. The Committee, at any time and from time to time, may
grant Restricted Share Units to Participants as the Committee, in its sole discretion, shall determine. The Committee, in its sole discretion, shall determine the number of Restricted Share Units to be granted to each Participant. 

7.2    Restricted Share Units Award Agreement. Each Award of Restricted Share Units shall be evidenced by an Award
Agreement that shall specify any vesting conditions, the number of Restricted Share Units granted, and such other terms and conditions as the Committee, in its sole discretion, shall determine. 

7.3    Form and Timing of Payment of Restricted Share Units. At the time of grant, the Committee shall specify the
date or dates on which the Restricted Share Units shall become fully vested and nonforfeitable. Upon vesting, the Committee, in its sole discretion, may pay Restricted Share Units in the form of cash, Shares or a combination thereof. 

  
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 7.4    Forfeiture/Repurchase. Except as otherwise determined by
the Committee at the time of the grant of the Award or thereafter, upon termination of employment or service during the applicable restriction period, Restricted Share Units that are at that time unvested shall be forfeited or repurchased in
accordance with the Award Agreement; provided, however, the Committee may (a) provide in any Restricted Share Unit Award Agreement that restrictions or forfeiture and repurchase conditions relating to Restricted Share Units will be
waived in whole or in part in the event of terminations resulting from specified causes, and (b) in other cases waive in whole or in part restrictions or forfeiture and repurchase conditions relating to Restricted Share Units. 

ARTICLE 8 
 PROVISIONS
APPLICABLE TO AWARDS 
 8.1    Award Agreement. Awards under the Plan shall be evidenced by Award Agreements
that set forth the terms, conditions and limitations for each Award which may include the term of an Award, the provisions applicable in the event the Participant’s employment or service terminates, and the Company’s authority to
unilaterally or bilaterally amend, modify, suspend, cancel or rescind an Award. 
 8.2    No Transferability; Limited
Exception to Transfer Restrictions. 
 (a)    Limits on Transfer. Unless otherwise expressly provided in (or
pursuant to) this Section 8.2, by applicable law and by the Award Agreement, as the same may be amended: 

(i)    all Awards are non-transferable and will not be subject in any manner to
sale, transfer, anticipation, alienation, assignment, pledge, encumbrance or charge; 
 (ii)    Awards will be
exercised only by the Participant; and 
 (iii)    amounts payable or shares issuable pursuant to an Award will be
delivered only to (or for the account of), and, in the case of Shares, registered in the name of, the Participant. 
 In addition, the
shares shall be subject to the restrictions set forth in the applicable Award Agreement. 
 (b)    Further Exceptions
to Limits on Transfer. The exercise and transfer restrictions in Section 8.2(a) will not apply to: 

(i)    transfers to the Company or a Subsidiary; 

(ii)    transfers by gift to “immediate family” as that term is defined in SEC Rule 16a-1(e) promulgated under the Exchange Act; 
 (iii)    the designation of a
beneficiary to receive benefits if the Participant dies or, if the Participant has died, transfers to or exercises by the Participant’s beneficiary, or, in the absence of a validly designated beneficiary, transfers by will or the laws of
descent and distribution; or 

  
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 (iv)    if the Participant has suffered a disability, permitted
transfers or exercises on behalf of the Participant by the Participant’s duly authorized legal representative; or 

(v)    subject to the prior approval of the Committee or an executive officer or director of the Company authorized by
the Committee, transfer to one or more natural persons who are the Participant’s family members or entities owned and controlled by the Participant and/or the Participant’s family members, including but not limited to trusts or other
entities whose beneficiaries or beneficial owners are the Participant and/or the Participant’s family members, or to such other persons or entities as may be expressly approved by the Committee, pursuant to such conditions and procedures as the
Committee or may establish. Any permitted transfer shall be subject to the condition that the Committee receives evidence satisfactory to it that the transfer is being made for estate and/or tax planning purposes and on a basis consistent with the
Company’s lawful issue of securities. 
 Notwithstanding anything else in this Section 8.2(b) to the contrary, but subject to
compliance with all Applicable Laws, Incentive Share Options, Restricted Shares and Restricted Share Units will be subject to any and all transfer restrictions under the Code applicable to such Awards or necessary to maintain the intended tax
consequences of such Awards. Notwithstanding clause (b) above but subject to compliance with all Applicable Laws, any contemplated transfer by gift to “immediate family” as referenced in clause (b) above is subject to the
condition precedent that the transfer be approved by the Administrator in order for it to be effective. 

8.3    Beneficiaries. Notwithstanding Section 8.2, a Participant may, in the manner determined by the
Committee, designate a beneficiary to exercise the rights of the Participant and to receive any distribution with respect to any Award upon the Participant’s death. A beneficiary, legal guardian, legal representative, or other person claiming
any rights pursuant to the Plan is subject to all terms and conditions of the Plan and any Award Agreement applicable to the Participant, except to the extent the Plan and Award Agreement otherwise provide, and to any additional restrictions deemed
necessary or appropriate by the Committee. If the Participant is married and resides in a community property state, a designation of a person other than the Participant’s spouse as his or her beneficiary with respect to more than 50% of the
Participant’s interest in the Award shall not be effective without the prior written consent of the Participant’s spouse. If no beneficiary has been designated or survives the Participant, payment shall be made to the person entitled
thereto pursuant to the Participant’s will or the laws of descent and distribution. Subject to the foregoing, a beneficiary designation may be changed or revoked by a Participant at any time provided the change or revocation is filed with the
Committee. 
 8.4    Share Certificates Notwithstanding anything herein to the contrary, the Company shall not be
required to issue or deliver any certificates evidencing the Shares pursuant to the exercise of any Award, unless and until the Committee has determined, with advice of counsel, that the issuance and delivery of such certificates is in compliance
with all Applicable Laws, regulations of governmental authorities and, if applicable, the requirements of any exchange on which the Shares are listed or traded. All Share certificates delivered pursuant to the Plan are subject to any stop-transfer
orders and other restrictions as the Committee deems necessary or advisable to comply with all Applicable Laws, and the rules of any national securities exchange or automated quotation system on which the Shares are listed, quoted, or traded. The
Committee may place legends on any Share certificate to reference restrictions applicable to the Shares. In addition to the terms and conditions provided herein, the Committee may require that a Participant make such reasonable covenants,
agreements, and representations as the Committee, in its discretion, deems advisable in order to comply with any such Applicable Laws. The Committee shall have the right to require any Participant to comply with any timing or other restrictions with
respect to the settlement or exercise of any Award, including a window-period limitation, as may be imposed in the discretion of the Committee. 

  
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 (b)    Notwithstanding anything herein to the contrary, unless otherwise
determined by the Committee or required by Applicable Laws, the Company shall not deliver to any Participant certificates evidencing Shares issued in connection with any Award and instead such Shares shall be recorded on the books of the Company or,
as applicable, its transfer agent or the Committee. 
 8.5    Paperless Administration. Subject to Applicable
Laws, the Committee may make Awards, and provide applicable disclosure and procedures for exercise of Awards by an internet website or interactive voice response system for the paperless administration of Awards. 

8.6    Foreign Currency. A Participant may be required to provide evidence that any currency used to pay the
exercise price of any Award was acquired and taken out of the jurisdiction in which the Participant resides in accordance with Applicable Laws, including foreign exchange control laws and regulations. In the event the exercise price for an Award is
paid in Chinese Renminbi or other foreign currency, as permitted by the Committee, the amount payable will be determined by conversion from U.S. dollars at the official rate promulgated by the People’s Bank of China for Chinese Renminbi, or for
jurisdictions other than the People’s Republic of China, the exchange rate as selected by the Committee on the date of exercise. 

8.7    Performance Objectives and Other Terms. The Committee, in its discretion, shall set performance objectives
or other vesting criteria which, depending on the extent to which they are met, will determine the number or value of the Awards that will be granted or paid out to the Participants. 

ARTICLE 9 
 CHANGES IN
CAPITAL STRUCTURE 
 9.1    Adjustments. In the event of any dividend, share split, combination or exchange
of Shares, amalgamation, arrangement or consolidation, spin-off, recapitalization or other distribution (other than normal cash dividends) of Company assets to its shareholders, or any other change affecting
the Shares or the share price of a Share, the Committee shall make such proportionate adjustments, if any, as the Committee in its discretion may deem appropriate to reflect such change with respect to (a) the aggregate number and type of
shares that may be issued under the Plan (including, but not limited to, adjustments of the limitations in Section 3.1); (b) the terms and conditions of any outstanding Awards (including, without limitation, any applicable performance targets
or criteria with respect thereto); and (c) the grant or exercise price per Share for any outstanding Awards under the Plan, provided that the exercise price per Share shall in no circumstances fall below the par value of such Share. 

  
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 9.2    Corporate Transactions. Except as may otherwise be
provided in any Award Agreement or any other written agreement entered into by and between the Company and a Participant, if the Committee anticipates the occurrence, or upon the occurrence, of a Corporate Transaction, the Committee may, in its sole
discretion, provide for (i) any and all Awards outstanding hereunder to terminate at a specific time in the future and shall give each Participant the right to exercise the vested portion of such Awards during a period of time as the Committee
shall determine, or (ii) the purchase of any Award for an amount of cash equal to the amount that could have been attained upon the exercise of such Award (and, for the avoidance of doubt, if as of such date the Committee determines in good
faith that no amount would have been attained upon the exercise of such Award, then such Award may be terminated by the Company without payment), or (iii) the replacement of such Award with other rights or property selected by the Committee in
its sole discretion or the assumption of or substitution of such Award by the successor or surviving corporation, or a Parent or Subsidiary thereof, with appropriate adjustments as to the number and kind of Shares and prices, or (iv) payment of
such Award in cash based on the value of Shares on the date of the Corporate Transaction plus reasonable interest on the Award through the date as determined by the Committee when such Award would otherwise be vested or have been paid in accordance
with its original terms, if necessary to comply with Section 409A of the Code. 
 9.3    Outstanding Awards
– Other Changes. In the event of any other change in the capitalization of the Company or corporate change other than those specifically referred to in this Article 9, the Committee may, in its absolute discretion, make such adjustments in
the number and class of shares subject to Awards outstanding on the date on which such change occurs and in the per share grant or exercise price of each Award as the Committee may consider appropriate to prevent dilution or enlargement of rights
(provided that the exercise price per Share shall in no circumstances fall below the par value of such Share). 

9.4    No Other Rights. Except as expressly provided in the Plan, no Participant shall have any rights by reason of
any subdivision or consolidation of Shares of any class, the payment of any dividend, any increase or decrease in the number of shares of any class or any dissolution, liquidation, merger, or consolidation of the Company or any other corporation.
Except as expressly provided in the Plan or pursuant to action of the Committee under the Plan, and no issuance by the Company of shares of any class, or securities convertible into shares of any class, shall affect, and no adjustment by reason
thereof shall be made with respect to, the number of Shares subject to an Award or the grant or exercise price of any Award. 
 ARTICLE 10

 ADMINISTRATION 

10.1    Committee. The Plan shall be administered by the Board or a committee of one or more members of the Board
(the “Committee”) to whom the Board shall delegate the authority to grant or amend Awards to Participants other than any of the Committee members, Independent Directors and executive officers of the Company. Reference to the
Committee shall refer to the Board in absence of the Committee. Notwithstanding the foregoing, the full Board, acting by majority of its members in office, shall conduct the general administration of the Plan if required by Applicable Laws, and with
respect to Awards granted to the Committee members, Independent Directors and executive officers of the Company and for purposes of such Awards the term “Committee” as used in the Plan shall be deemed to refer to the Board. 

  
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 10.2    Action by the Committee. A majority of the Committee
shall constitute a quorum. The acts of a majority of the members of the Committee present at any meeting at which a quorum is present, and acts approved unanimously in writing by all members of the Committee in lieu of a meeting, shall be deemed the
acts of the Committee. Each member of the Committee is entitled to, in good faith, rely or act upon any report or other information furnished to that member by any officer or other employee of a Group Entity, the Company’s independent certified
public accountants, or any executive compensation consultant or other professional retained by the Company to assist in the administration of the Plan. 

10.3    Authority of the Committee. Subject to any specific designation in the Plan, the Committee has the
exclusive power, authority and discretion to: 
 (a)    designate Participants to receive Awards; 

(b)    determine the type or types of Awards to be granted to each Participant; 

(c)    determine the number of Awards to be granted and the number of Shares to which an Award will relate; 

(d)    determine the terms and conditions of any Award granted pursuant to the Plan, including, but not limited to, the
exercise price, grant price, or purchase price, any restrictions or limitations on the Award, any schedule for lapse of forfeiture restrictions or restrictions on the exercisability of an Award, and accelerations or waivers thereof, and any
provisions related to non-competition and recapture of gain on an Award, based in each case on such considerations as the Committee in its sole discretion determines; 

(e)    determine whether, to what extent, and pursuant to what circumstances an Award may be settled in, or the exercise
price of an Award may be paid in, cash, Shares, other Awards, or other property, or an Award may be canceled, forfeited, or surrendered; 

(f)    prescribe the form of each Award Agreement, which need not be identical for each Participant; 

(g)    decide all other matters that must be determined in connection with an Award; 

(h)    establish, adopt, or revise any rules and regulations as it may deem necessary or advisable to administer the Plan;

 (i)    interpret the terms of, and any matter arising pursuant to, the Plan or any Award Agreement; 

(j)    amend terms and conditions of Award Agreements; and 

(k)    make all other decisions and determinations that may be required pursuant to the Plan or as the Committee deems
necessary or advisable to administer the Plan, including design and adopt from time to time new types of Awards that are in compliance with Applicable Laws. 

10.4    Decisions Binding. The Committee’s interpretation of the Plan, any Awards granted pursuant to the
Plan, any Award Agreement and all decisions and determinations by the Committee with respect to the Plan are final, binding, and conclusive on all parties. 

  
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 ARTICLE 11 

EFFECTIVE AND EXPIRATION DATE 

11.1    Effective Date. The Plan shall become as of the date on which the Board adopts the Plan or as otherwise
specified by the Board when adopting the Plan (the “Effective Date”). 
 11.2    Expiration
Date. The Plan will expire on, and no Award may be granted pursuant to the Plan after, the tenth anniversary of the Effective Date. Any Awards that are outstanding on the tenth anniversary of the Effective Date shall remain in force according to
the terms of the Plan and the applicable Award Agreement. 
 ARTICLE 12 

AMENDMENT, MODIFICATION, AND TERMINATION 

12.1    Amendment, Modification, and Termination. At any time and from time to time, the Board may terminate, amend
or modify the Plan; provided, however, that (a) to the extent necessary and desirable to comply with Applicable Laws or stock exchange rules, the Company shall obtain shareholder approval of any Plan amendment in such a manner and to such a
degree as required, unless the Company decides to follow home country practice, and (b) unless the Company decides to follow home country practice, shareholder approval is required for any amendment to the Plan that (i) increases the
number of Shares available under the Plan (other than any adjustment as provided by Article 9 or Section 3.1(a)), or (ii) permits the Committee to extend the term of the Plan or the exercise period for an Option beyond ten years from the
date of grant. 
 12.2    Awards Previously Granted. Except with respect to amendments made pursuant to
Section 12.1, no termination, amendment, or modification of the Plan shall adversely affect in any material way any Award previously granted pursuant to the Plan without the prior written consent of the Participant. 

ARTICLE 13 
 GENERAL
PROVISIONS 
 13.1    No Rights to Awards. No Participant, employee, or other person shall have any claim to
be granted any Award pursuant to the Plan, and neither the Company nor the Committee is obligated to treat Participants, employees, and other persons uniformly. 

13.2    No Shareholders Rights. No Award gives the Participant any of the rights of a shareholder of the Company
unless and until Shares are in fact issued to such person in connection with such Award. 

  
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 13.3    Taxes. No Shares shall be delivered under the Plan to any
Participant until such Participant has made arrangements acceptable to the Committee for the satisfaction of any income and employment tax withholding obligations under Applicable Laws. The Company or any Subsidiary shall have the authority and the
right to deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy all applicable taxes (including the Participant’s payroll tax obligations) required or permitted by Applicable Laws to be withheld
with respect to any taxable event concerning a Participant arising as a result of this Plan. The Committee may in its discretion and in satisfaction of the foregoing requirement allow a Participant to elect to have the Company withhold Shares
otherwise issuable under an Award (or allow the return of Shares) having a Fair Market Value equal to the sums required to be withheld. Notwithstanding any other provision of the Plan, the number of Shares which may be withheld with respect to the
issuance, vesting, exercise or payment of any Award (or which may be repurchased from the Participant of such Award after such Shares were acquired by the Participant from the Company) in order to satisfy any income and payroll tax liabilities
applicable to the Participant with respect to the issuance, vesting, exercise or payment of the Award shall, unless specifically approved by the Committee, be limited to the number of Shares which have a Fair Market Value on the date of withholding
or repurchase equal to the aggregate amount of such liabilities based on the minimum statutory withholding rates for the applicable income and payroll tax purposes that are applicable to such supplemental taxable income. 

13.4    No Right to Employment or Services. Nothing in the Plan or any Award Agreement shall interfere with or
limit in any way the right of the Service Recipient to terminate any Participant’s employment or services at any time, nor confer upon any Participant any right to continue in the employment or services of any Service Recipient. 

13.5    Unfunded Status of Awards. The Plan is intended to be an “unfunded” plan for incentive
compensation. With respect to any payments not yet made to a Participant pursuant to an Award, nothing contained in the Plan or any Award Agreement shall give the Participant any rights that are greater than those of a general creditor of the
relevant Group Entity. 
 13.6    Indemnification. To the extent allowable pursuant to Applicable Laws, each
member of the Committee or of the Board (each an “Indemnified Person”) shall be indemnified and held harmless by the Company from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by such member in
connection with or resulting from any claim, action, suit, or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action or failure to act pursuant to the Plan and against and from any and all amounts
paid by him or her in satisfaction of judgment in such action, suit, or proceeding against him or her, other than by reason of such Indemnified Person’s own dishonesty, willful default, gross negligence or fraud; provided he or she gives the
Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf. The foregoing right of indemnification shall not be exclusive of any other rights of
indemnification to which such persons may be entitled pursuant to the Company’s Memorandum of Association and Articles of Association, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them
harmless. 
 13.7    Expenses. The expenses of administering the Plan shall be borne by the Group Entities. 

13.8    Fractional Shares. No fractional Shares shall be issued and the Committee shall determine, in its
discretion, whether cash shall be given in lieu of fractional Shares or whether such fractional Shares shall be eliminated by rounding up or down as appropriate. 

  
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 13.9    Limitations Applicable to Section 16
Persons. Notwithstanding any other provision of the Plan, the Plan, and any Award granted or awarded to any Participant who is then subject to Section 16 of the Exchange Act, shall be subject to any additional limitations set forth in any
applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of the Exchange Act) that are requirements for the application of such exemptive rule. To the extent
permitted by the Applicable Laws, the Plan and Awards granted or awarded hereunder shall be deemed amended to the extent necessary to conform to such applicable exemptive rule. 

13.10    Government and Other Regulations. The obligation of the Company to make payment of awards in Shares or
otherwise shall be subject to all Applicable Laws, and to such approvals by government agencies as may be required. The Company shall be under no obligation to register any of the Shares paid pursuant to the Plan under the Securities Act or any
other similar law in any applicable jurisdiction. If the Shares paid pursuant to the Plan may in certain circumstances be exempt from registration pursuant to the Securities Act or other Applicable Laws, the Company may restrict the transfer of such
Shares in such manner as it deems advisable to ensure the availability of any such exemption. 
 13.11    Governing
Law. The Plan and all Award Agreements shall be construed in accordance with and governed by the laws of the Cayman Islands. 

13.12    Section 409A. To the extent that the Committee determines that any Award granted under
the Plan is or may become subject to Section 409A of the Code, the Award Agreement evidencing such Award shall incorporate the terms and conditions required by Section 409A of the Code. To the extent applicable, the Plan and the Award
Agreements shall be interpreted in accordance with Section 409A of the Code and the U.S. Department of Treasury regulations and other interpretative guidance issued thereunder, including without limitation any such regulation or other guidance
that may be issued after the Effective Date. If an amount payable under an Award as a result of the Participant’s termination of employment (other than due to death) occurring while the Participant is a “specified employee” under
Section 409A of the Code constitutes a deferral of compensation subject to Section 409A of the Code, then payment of such amount shall not occur until six months and one day after the date of the Participant’s termination of
employment, except as permitted under Section 409A of the Code. If the Award includes a “series of installment payments” (within the meaning of Section 1.409A-2(b)(2)(iii) of the U.S.
Department of Treasury guidance), the Participant’s right to the series of installment payments shall be treated as a right to a series of separate payments and not as a right to a single payment, and if the Award includes “dividend
equivalents” (within the meaning of Section 1.409A-3(e) of the U.S. Department of Treasury guidance), the Participant’s right to the dividend equivalents shall be treated separately from the
right to other amounts under the Award. Notwithstanding any provision of the Plan to the contrary, in the event that following the Effective Date the Committee determines that any Award may be subject to Section 409A of the Code and related
Department of Treasury guidance (including such Department of Treasury guidance as may be issued after the Effective Date), the Committee may adopt such amendments to the Plan and the applicable Award agreement or adopt other policies and procedures
(including amendments, policies and procedures with retroactive effect), or take any other actions, that the Committee determines are necessary or appropriate to (a) exempt the Award from Section 409A of the Code and/or preserve the
intended tax treatment of the benefits provided with respect to the Award, or (b) comply with the requirements of Section 409A of the Code and related U.S. Department of Treasury guidance. 

  
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