exv10w2






Exhibit 10.2




BITAUTO HOLDINGS LIMITED




2010 STOCK INCENTIVE PLAN



     1. Purposes of the Plan. The purposes of this Plan are to attract and retain the best
available personnel, to provide additional incentives to Employees, Directors and Consultants and
to promote the success of the Company’s business.



     2. Definitions. The following definitions shall apply as used herein and in the individual
Award Agreements except as defined otherwise in an individual Award Agreement. In the event a term
is separately defined in an individual Award Agreement, such definition shall supersede the
definition contained in this Section 2.



          “Administrator” means the Board or any of the Committees appointed to administer the Plan.




          “Affiliate”
and “Associate” shall have the respective meanings ascribed to such terms in
Rule 12b-2 promulgated under the Exchange Act.




          “Applicable Laws” means the legal requirements relating to the Plan and the Awards under
applicable provisions of federal securities laws, state corporate and securities laws, the Code,
the rules of any applicable stock exchange or national market system, and the rules of any
jurisdiction applicable to Awards granted to residents therein.




          “Assumed” means that pursuant to a Corporate Transaction either (i) the Award is expressly
affirmed by the Company or (ii) the contractual obligations represented by the Award are expressly
assumed (and not simply by operation of law) by the successor entity or its Parent in connection
with the Corporate Transaction with appropriate adjustments to the number and type of securities of
the successor entity or its Parent subject to the Award and the exercise or purchase price thereof
which at least preserves the compensation element of the Award existing at the time of the
Corporate Transaction as determined in accordance with the instruments evidencing the agreement to
assume the Award.




          “Award” means the grant of an Option, SAR, Dividend Equivalent Right, Restricted Share,
Restricted Share Unit or other right or benefit under the Plan.




          “Award Agreement” means the written agreement evidencing the grant of an Award executed by
the Company and the Grantee, including any amendments thereto.




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




          “Cause” means, with respect to the termination by the Company or a Related Entity of the
Grantee’s Continuous Service, that such termination is for “Cause” as such term is
expressly defined in a then-effective written agreement between the Grantee and the Company or such
Related Entity, or in the absence of such then-effective written agreement and definition, is based
on, in the determination of the Administrator, the Grantee’s: (i) performance of any act or failure
to perform any act in bad faith and to the detriment of the Company or a Related Entity; (ii)
dishonesty, intentional misconduct or material breach of any agreement with the Company or







 









 







a Related Entity; or (iii) commission of a crime involving dishonesty, breach of trust, or physical
or emotional harm to any person.




          “Change in Control” means a change in ownership or control of the Company after the
Registration Date effected through the direct or indirect acquisition by any person or related
group of persons (other than an acquisition from or by the Company or by a Company- sponsored
employee benefit plan or by a person that directly or indirectly controls, is controlled by, or is
under common control with, the Company) 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 pursuant to a tender or exchange offer made
directly to the Company’s shareholders which a majority of the Directors who are not Affiliates or
Associates of the offeror do not recommend such shareholders accept.




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




          “Committee” means any committee composed of members of the Board appointed by the Board to
administer the Plan.




          “Ordinary
Share” means a share of par value US$0.0001, of the Company having the rights and
restrictions set out in the Amended and Restated Articles of Association.




          “Company” means Bitauto Holdings Limited, a company incorporated under the laws of the
Cayman Islands or any successor corporation that adopts the Plan in connection with a Corporate
Transaction.




          “Consultant” means any person (other than an Employee or a Director, solely with respect to
rendering services in such person’s capacity as an Employee or a Director) who is engaged by the
Company or any Related Entity to render consulting or advisory services to the Company or such
Related Entity.




          “Continuous Service” means that the provision of services to the Company or a Related
Entity in any capacity of Employee, Director or Consultant is not interrupted or
terminated. In jurisdictions requiring notice in advance of an effective termination as an
Employee, Director or Consultant, Continuous Service shall be deemed terminated upon the actual
cessation of providing services to the Company or a Related Entity notwithstanding any required
notice period that must be fulfilled before a termination as an Employee, Director or Consultant
can be effective under Applicable Laws. A Grantee’s Continuous Service shall be deemed to have
terminated either upon an actual termination of Continuous Service or upon the entity for which the
Grantee provides services ceasing to be a Related Entity. Continuous Service shall not be
considered interrupted in the case of (i) any approved leave of absence, (ii) transfers among the
Company, any Related Entity, or any successor, in any capacity of Employee, Director or Consultant,
or (iii) any change in status as long as the individual remains in the service of the Company or a
Related Entity in any capacity of Employee, Director or Consultant (except as otherwise provided in
the Award Agreement). An approved leave of absence shall include sick leave, military leave, or any
other authorized personal leave. For purposes of each Incentive Share Option granted under the
Plan, if such leave exceeds ninety (90) days, and reemployment upon expiration of such leave is not
guaranteed by statute or contract,






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then the Incentive Share Option shall be treated as a Non-Qualified Share Option on the day three
(3) months and one (1) day following the expiration of such ninety (90) day period.




          “Corporate Transaction” means any of the following transactions, provided, however, that
the Administrator shall determine under parts (iv) and (v) whether multiple transactions are
related, and its determination shall be final, binding and conclusive:




               (i) a merger or consolidation in which the Company is not the surviving entity, except for a
transaction the principal purpose of which is to change the state in which the Company is
incorporated;



               (ii) the sale, transfer or other disposition of all or substantially all of the assets of the
Company;



               (iii) the complete liquidation or dissolution of the Company;



               (iv) any reverse merger or series of related transactions culminating in a reverse merger
(including, but not limited to, a tender offer followed by a reverse merger) in which the Company
is the surviving entity but (A) the Ordinary Shares outstanding immediately prior to such merger
are converted or exchanged by virtue of the merger 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 merger or
the initial transaction culminating in such merger, but excluding any such transaction or series of
related transactions that the Administrator determines shall not be a Corporate Transaction; or



               (v) 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 Administrator
determines shall not be a Corporate Transaction.



          “Director” means a member of the Board or the board of directors of any Related Entity.




          “Disability” means as defined under the long-term disability policy of the Company or the
Related Entity to which the Grantee provides services regardless of whether the Grantee is covered
by such policy. If the Company or the Related Entity to which the Grantee provides service does not
have a long-term disability plan in place, “Disability” means that a Grantee is unable to carry out
the responsibilities and functions of the position held by the Grantee by reason of any medically
determinable physical or mental impairment for a period of not less than ninety (90) consecutive
days. A Grantee will not
be considered to have incurred a Disability unless he or she furnishes proof of such impairment
sufficient to satisfy the Administrator in its discretion.






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          “Dividend Equivalent Right” means a right entitling the Grantee to compensation measured by
dividends paid with respect to Ordinary Shares.




          (i) “Drag-Along Event” means a trade sale, decided by the holders of sixty seven percent
(67%) or more of the total issued and outstanding Shares of the Company (excluding Shares issued or
issuable (i) pursuant to this Plan, any other stock incentive plan adopted by the Company in the
past, or other equity incentive programs of the Company or (ii) to the Minority Shareholders (as
defined in the Shareholders Agreement)) decide to execute a Trade Sale of all of their shares at a
price which is based on a valuation of the Company of no less than US$25 per Share (as
appropriately adjusted for any subsequent stock splits, stock dividends, recapitalizations and the
like) on an as-if-converted basis to any person or entity.
“Trade Sale” means the sale, through one
or a series of transactions, of all or substantially all of the shares, assets or business of the
Company approved in accordance with the Shareholders Agreement and the Memorandum and Articles of
Association of the Company. The conditions and threshold of the Drag-Along Event shall be adjusted
based on any amendment to the Shareholders Agreement.




          (b) “Employee” means any person, including an Officer or Director, who is in the employ of
the Company or any Related Entity, subject to the control and direction of the Company or any
Related Entity as to both the work to be performed and the manner and method of performance. The
payment of a director’s fee by the Company or a Related Entity shall not be sufficient to
constitute “employment” by the Company.




          (c) “Exchange Act” means the Securities Exchange Act of 1934, as amended.




          (d) “Fair Market Value” means, as of any date, the value of Ordinary Shares determined as
follows:




               (i) If the Ordinary Shares are traded on a securities exchange, the value shall be deemed to be the
average of the security’s closing prices on such exchange over the thirty (30) day period ending
one (1) day prior to the distribution,



               as reported in The Wall Street Journal or such other source as the
Administrator deems reliable;



               (ii) If the Ordinary Shares are traded over-the-counter, the value shall be deemed to be the
average of the closing bid prices over the thirty (30) day period ending three (3) days prior to
the distributionas reported in The Wall Street Journal or such other source as the Administrator
deems reliable; and



               (iii) In the absence of an established market for the Ordinary Shares of the type described in (i)
and (ii), above, the Fair Market Value thereof shall be determined by the Administrator in good
faith.



          The method of valuation of securities subject to investment letter or other restrictions on free
marketability shall be adjusted to make an appropriate discount from the market value determined as
above in sub-clauses (i), (ii) or (iii) to reflect the fair market value thereof as determined in
good faith by the Administrator., or by a liquidator if one is appointed.






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          (e) “Grantee” means an Employee, Director or Consultant who receives an Award under the
Plan.




          (f) “Incentive Share Option” means an Option intended to qualify as an incentive stock
option within the meaning of Section 422 of the Code




          (g) “Non-Qualified Share Option” means an Option not intended to qualify as an Incentive
Stock Option.




          (h) “Officer” means a person who is an officer of the Company or a Related Entity within
the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder.




          (i) “Option” means an option to purchase Shares pursuant to an Award Agreement granted
under the Plan.




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




          (k) “Plan” means this 2010 Stock Incentive Plan.




          (1) “Qualified IPO” means a firm commitment underwritten public offering of Ordinary Shares
of the Company or of the listing vehicle (or securities representing such Ordinary Shares)
registered under the Securities Act of 1933, as amended, or its equivalent in another jurisdiction
if the Qualified IPO does not occur in the U.S., managed by a lead underwriter of international
standing reasonably acceptable to the holders of at least a majority interest for the time being in
the issued preference shares (on an as-if-converted basis), with the Company’s market
capitalization being at least US$300 million and gross proceeds to the Company being at least US$75
million; “gross proceeds” used herein means the total amount raised from an initial public offering
prior to paying any expenses including without limitation to underwriters’ discounts, legal
expense, auditors’ fees and similar third party expenses. The conditions and threshold of the
Qualified IPO shall be adjusted based on any amendment to the Shareholders Agreement.




          (m)“Registration
Date” means the first to occur of  (i) the closing of the first sale to the
general public pursuant to a registration statement filed with and declared effective by the U.S.
Securities and Exchange Commission under the Securities Act of 1933, as amended, of (A) the
Ordinary Shares or (B) the same class of securities of a successor corporation (or its Parent)
issued pursuant to a Corporate Transaction in exchange for or in substitution of the Ordinary
Shares; and (ii) in the event of a Corporate Transaction, the date of the consummation of the
Corporate Transaction if the same class of securities of the successor corporation (or its Parent)
issuable in such Corporate Transaction shall have been sold to the general public pursuant to a
registration statement filed with and declared effective by the Securities and Exchange Commission
under the Securities Act of 1933, as amended, on or prior to the date of consummation of such
Corporate Transaction.




          (n) “Related Entity” means any Parent or Subsidiary of the Company and any business,
corporation, partnership, limited liability company or other entity in which the





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Company or a Parent or a Subsidiary of the Company holds a substantial ownership interest, directly
or indirectly, including without limitation the PRC Companies defined in the Shareholders
Agreement.




          (o) “Replaced” means that pursuant to a Corporate Transaction the Award is replaced with a
comparable share or stock award or a cash incentive program of the Company, the successor entity
(if applicable) or Parent of either of them which preserves the compensation element of such Award
existing at the time of the Corporate Transaction and provides for subsequent payout in accordance
with the same (or a more favorable) vesting schedule applicable to such Award. The determination of
Award comparability shall be made by the Administrator and its determination shall be final,
binding and conclusive.




          (p) “Restricted Share” means a Share issued under the Plan to the Grantee for such
consideration, if any, and subject to such restrictions on transfer, rights of first refusal,
repurchase provisions, forfeiture provisions, and other terms and conditions as established by the
Administrator.




          (q) “Restricted Share Units” means an Award which may be earned in whole or in part upon
the passage of time or the attainment of performance criteria established by the Administrator and
which may be settled for cash, Shares or other securities or a combination of cash, Shares or other
securities as established by the Administrator.




          (r) “Rule 16b-3” means Rule 16b-3 promulgated under the Exchange Act or any successor
thereto.




          (s) “SAR” means a share appreciation right entitling the Grantee to Shares or cash
compensation, as established by the Administrator, measured by appreciation in the value of
Ordinary Shares.




          (t) “Share” means an Ordinary Share of the Company.




          (u) “Shareholders Agreement” means the Shareholders Agreement of the Company dated July 8,
2009 by and among the Company, the holders of Ordinary Shares and holders of preference shares of
the Company, including any amendment thereto from time to time.




          (v) “Spin-off Transaction” means a distribution by the Company to its shareholders of all
or any portion of the securities of any Subsidiary of the Company.




          (w) “Subsidiary” means a “subsidiary corporation”, whether now or hereafter existing, as
defined in Section 424(f) of the Code.




     3. Shares Subject to the Plan.



          (a) Subject to the provisions of Section 10, below, the maximum aggregate number of Shares which
may be issued pursuant to all Awards (including Incentive Share
Options) is 1,235,955 Shares
(proportionally adjusted to reflect any share dividends, share splits,










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or similar transactions). The Shares to be issued pursuant to Awards may be authorized, but
unissued, or reacquired Ordinary Shares.




          (b) Any Shares covered by an Award (or portion of an Award) which is forfeited, canceled or expires
(whether voluntarily or involuntarily) shall be deemed not to have been issued for purposes of
determining the maximum aggregate number of Shares which may be issued under the Plan. Shares that
actually have been issued under the Plan pursuant to an Award shall not be returned to the Plan and
shall not become available for future issuance under the Plan, except that if unvested Shares are
forfeited, or repurchased by the Company at the lower of their original purchase price or their
Fair Market Value at the time of repurchase, such Shares shall become available for future grant
under the Plan. To the extent not prohibited by Section 422(b)(l) of the Code (and the
corresponding regulations thereunder), the listing requirements of The Nasdaq National Market (or
other established stock exchange or national market system on which the Ordinary Shares are traded)
and Applicable Law, any Shares covered by an Award which are surrendered (i) in payment of the
Award exercise or purchase price or (ii) in satisfaction of tax withholding obligations incident to
the exercise of an Award shall be deemed not to have been issued for purposes of determining the
maximum number of Shares which may be issued pursuant to all Awards under the Plan, unless
otherwise determined by the Administrator.




     4. Administration of the Plan.



          (a) Plan Administrator.




               (i) Administration with Respect to Directors and Officers. With respect to grants of Awards
to Directors or Employees who are also Officers or Directors of the Company, the Plan shall be
administered by (A) the Board or (B) a Committee designated by the Board, which Committee shall be
constituted in such a manner as to satisfy the Applicable Laws and to permit such grants and
related transactions under the Plan to be exempt from Section 16(b) of the Exchange Act in
accordance with Rule 16b-3. Once appointed, such Committee shall continue to serve in its
designated capacity until otherwise directed by the Board.



               (ii) Administration With Respect to Consultants and Other Employees. With respect to grants
of Awards to Employees or Consultants who are neither Directors nor Officers of the Company, the
Plan shall be administered by (A) the Board or (B) a Committee designated by the Board, which
Committee shall be constituted in such a manner as to satisfy the Applicable Laws. Once appointed,
such Committee shall continue to serve in its designated capacity until otherwise directed by the
Board. The Board may authorize one or more Officers to grant such Awards and may limit such
authority as the Board determines from time to time.



               (iii) Administration Errors. In the event an Award is granted in a manner inconsistent with
the provisions of this subsection (a), such Award shall be presumptively valid as of its grant date
to the extent permitted by the Applicable Laws.



          (b) Powers of the Administrator. Subject to Applicable Laws and the provisions of the Plan
(including any other powers given to the Administrator hereunder), and








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except as otherwise provided by the Board, the Administrator shall have the authority, in its
discretion:




               (i) to select the Employees, Directors and Consultants to whom Awards may be granted from time to
time hereunder;



               (ii) to determine whether and to what extent Awards are granted hereunder;



               (iii) to determine the number of Shares or the amount of other consideration to be covered by each
Award granted hereunder;



               (iv) to approve forms of Award Agreements for use under the Plan;



               (v) to determine the terms and conditions of any Award granted hereunder (including the vesting
schedule set forth in the Notice of Stock Option Award);



               (vi) to amend the terms of any outstanding Award granted under the Plan, provided that (A) any
amendment that would adversely affect the Grantee’s rights under an outstanding Award shall not be
made without the Grantee’s written consent;



               (vii) to construe and interpret the terms of the Plan and Awards, including without limitation, any
notice of award or Award Agreement, granted pursuant to the Plan;



               (viii) to grant Awards to Employees, Directors and Consultants employed outside the United States
on such terms and conditions different from those specified in the Plan as may, in the judgment of
the Administrator, be necessary or desirable to further the purpose of the Plan; and



               (ix) to take such other action, not inconsistent with the terms of the Plan, as the Administrator
deems appropriate.



          (c) Indemnification. In addition to such other rights of indemnification as they may have
as members of the Board or as Officers or Employees of the Company or a Related Entity, members of
the Board and any Officers or Employees of the Company or a Related Entity to whom authority to act
for the Board, the Administrator or the Company is delegated shall be defended and indemnified by
the Company to the extent permitted by law on an after-tax basis against all reasonable expenses,
including attorneys’ fees, actually and necessarily incurred in connection with the defense of any
claim, investigation, action, suit or proceeding, or in connection with any appeal therein, to
which they or any of them may be a party by reason of any action taken or failure to act under or
in connection with the Plan, or any Award granted hereunder, and against all amounts paid by them
in settlement thereof (provided such settlement is approved by the Company) or paid by them in
satisfaction of a judgment in any such claim, investigation, action, suit or proceeding, except in
relation to matters as to which it shall be adjudged in such claim, investigation, action, suit or
proceeding that such person is liable for gross negligence, bad faith or intentional misconduct;
provided, however, that within thirty (30)
days after the institution of such claim, investigation, action, suit or proceeding, such person








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shall offer to the Company, in writing, the opportunity at the Company’s expense to defend the
same.




     5. Eligibility. Awards other than Incentive Share Options may be granted to Employees,
Directors and Consultants. Incentive Share Options may be granted only to Employees of the Company
or a Parent or a Subsidiary of the Company. An Employee, Director or Consultant who has been
granted an Award may, if otherwise eligible, be granted additional Awards.



     6. Terms and Conditions of Awards.



          (a) Types of Awards. The Administrator is authorized under the Plan to award any type of
arrangement to an Employee, Director or Consultant that is not inconsistent with the provisions of
the Plan and that by its terms involves or might involve the issuance of (i) Shares, (ii) cash or
(iii) an Option, a SAR, or similar right with a fixed or variable price related to the Fair Market
Value of the Shares and with an exercise or conversion privilege related to the passage of time,
the occurrence of one or more events, or the satisfaction of performance criteria or other
conditions. Such awards include, without limitation, Options, SARs, sales or bonuses of Restricted
Share, Restricted Share Units or Dividend Equivalent Rights, and an Award may consist of one such
security or benefit, or two (2) or more of them in any combination or alternative.




          (b) Designation of Award. Each Award shall be designated in the Award Agreement. In the
case of an Option, the Option shall be designated as either an Incentive Share Option or a
Non-Qualified Share Option. However, notwithstanding such designation, to the extent that the
aggregate Fair Market Value of Shares subject to Options designated as Incentive Share Options
which become exercisable for the first time by a Grantee during any calendar year (under all plans
of the Company or any Parent or Subsidiary of the Company) exceeds $100,000, such excess Options,
to the extent of the Shares covered thereby in excess of the foregoing limitation, shall be treated
as Non-Qualified Share Options. For this purpose, Incentive Share Options shall be taken into
account in the order in which they were granted, and the Fair Market Value of the Shares shall be
determined as of the grant date of the relevant Option.




          (c) Conditions of Award. Subject to the terms of the Plan, the Administrator shall
determine the provisions, terms, and conditions of each Award including, but not limited to, the
Award vesting schedule, repurchase provisions, rights of first refusal, forfeiture provisions, form
of payment (cash, Shares, or other consideration) upon settlement of the Award, payment
contingencies, and satisfaction of any performance criteria. The performance criteria established
by the Administrator may be based on any one of, or
combination of, the following: (i) increase in share price, (ii) earnings per share, (iii) total
shareholder return, (iv) operating margin, (v) gross margin, (vi) return on equity, (vii) return on
assets, (viii) return on investment, (ix) operating income, (x) net operating income, (xi) pre-tax
profit, (xii) cash flow, (xiii) revenue, (xiv) expenses, (xv) earnings before interest, taxes and
depreciation, (xvi) economic value added and (xvii) market share. The performance criteria may be
applicable to the Company, Related Entities and/or any individual business units of the Company or
any Related Entity. Partial achievement of the specified criteria may result in a payment or
vesting corresponding to the degree of achievement as specified in the Award Agreement.








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          (d) Acquisitions and Other Transactions. The Administrator may issue Awards under the Plan
in settlement, assumption or substitution for, outstanding awards or obligations to grant future
awards in connection with the Company or a Related Entity acquiring another entity, an interest in
another entity or an additional interest in a Related Entity whether by merger, share purchase,
asset purchase or other form of transaction.




          (e) Deferral of Award Payment. The Administrator may establish one or more programs under
the Plan to permit selected Grantees the opportunity to elect to defer receipt of consideration
upon exercise of an Award, satisfaction of performance criteria, or other event that absent the
election would entitle the Grantee to payment or receipt of Shares or other consideration under an
Award. The Administrator may establish the election procedures, the timing of such elections, the
mechanisms for payments of, and accrual of interest or other earnings, if any, on amounts, Shares
or other consideration so deferred, and such other terms, conditions, rules and procedures that the
Administrator deems advisable for the administration of any such deferral program.




          (f) Separate Programs. The Administrator may establish one or more separate programs under
the Plan for the purpose of issuing particular forms of Awards to one or more classes of Grantees
on such terms and conditions as determined by the Administrator from time to time.




          (g) Early Exercise. The Award Agreement may, but need not, include a provision whereby the
Grantee may elect at any time while an Employee, Director or Consultant to exercise any part or all
of the Award prior to full vesting of the Award. Any unvested Shares received pursuant to such
exercise may be subject to a repurchase right in favor of the Company or a Related Entity or to any
other restriction the Administrator determines to be appropriate.




          (h) Term of Award. The term of each Award shall be the term stated in the Award Agreement,
provided, however, that the term of an Incentive Share Option shall be no more than ten (10) years
from the date of grant thereof. However, in the case of an Incentive Share Option granted to a
Grantee who, at the time the Option is granted, owns shares representing more than ten percent
(10%) of the voting power of all classes of shares of the Company or any Parent or Subsidiary of
the Company, the term of the Incentive Stock Option shall be five (5) years from the date of grant
thereof or such shorter term as may be provided in the Award Agreement. Notwithstanding the
foregoing, the specified term of any Award shall not include any period for which the Grantee has
elected to defer the receipt of the Shares or cash issuable pursuant to the Award.




          (i) Transferability of Awards. Incentive Share Options may not be sold, pledged, assigned,
hypothecated, transferred, or disposed of in any manner other than by will or by the laws of
descent or distribution and may be exercised, during the lifetime of the Grantee, only by the
Grantee. Non-Qualified Stock Options and other Awards shall be transferable (i) by will and by the
laws of descent and distribution and (ii) during the lifetime of the Grantee, to the extent and in
the manner authorized by the Administrator.
Notwithstanding the foregoing, the Grantee may designate one or more beneficiaries of the Grantee’s
Award in the event of the Grantee’s death on a beneficiary designation form provided by the
Administrator.








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          (j) Time of Granting Awards. The date of grant of an Award shall for all purposes be the
date on which the Administrator makes the determination to grant such Award, or such other date as
is determined by the Administrator.




     7. Award
Exercise or Purchase Price, Consideration and Taxes.



          (a) Exercise or Purchase Price. The exercise or purchase price, if any, for an Award shall
be as follows:




               (i) In the case of an Incentive Share Option:



                    granted to an Employee who, at the time of the grant of such Incentive Share Option owns shares
representing more than ten percent (10%) of the voting power of all classes of shares of the
Company or any Parent or Subsidiary of the Company, the per Share exercise price shall be not less
than one hundred ten percent (110%) of the Fair Market Value per Share on the date of grant; or



                    granted to any Employee other than an Employee described in the preceding paragraph, the per Share
exercise price shall be at Eight (8) United States Dollars even.



               (ii) In
the case of a Non-Qualified Share Option, the per Share exercise price shall be not less
than eighty-five percent (85%) of the Fair Market Value per Share on the date of grant unless
otherwise determined by the Administrator.



               (iii) In
the case of other Awards, such price as is determined by the Administrator.



               (iv) Notwithstanding the foregoing provisions of this Section 7(a), in the case of an Award issued
pursuant to Section 6(d), above, the exercise or purchase price for the Award shall be determined
in accordance with the provisions of the relevant instrument evidencing the agreement to issue such
Award.



          (b) Consideration. Subject to Applicable Laws, the consideration to be paid for the Shares
to be issued upon exercise or purchase of an Award including the method of payment, shall be
determined by the Administrator (and, in the case of an Incentive Share Option, shall be determined
at the time of grant). In addition to any other types of consideration the Administrator may
determine, the Administrator is authorized to accept as consideration for Shares issued under the
Plan the following:




               (i) cash;



               (ii) check;



               (iii) if the exercise or purchase occurs on or after the Registration Date, surrender of Shares or
delivery of a properly executed form of attestation of ownership of Shares as the Administrator may
require which have a Fair Market Value on the date of surrender or attestation equal to the
aggregate exercise price of the Shares as to which said Award
shall be exercised, provided, however, that Shares acquired under the Plan or any other equity



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compensation plan or agreement of the Company must have been held by the Grantee for a period of
more than six (6) months (and not used for another Award exercise by attestation during such
period);




               (iv) with respect to Options, if the exercise occurs on or after the Registration Date, payment
through a broker-dealer sale and remittance procedure pursuant to which the Grantee (A) shall
provide written instructions to a Company designated brokerage firm to effect the immediate sale of
some or all of the purchased Shares and remit to the Company
sufficient funds to cover the
aggregate exercise price payable for the purchased Shares and (B) shall provide written directives
to the Company to deliver the certificates for the purchased Shares directly to such brokerage firm
in order to complete the sale transaction; or



               (v) any combination of the foregoing methods of payment.


The Administrator may at any time or from time to time, by adoption of or by amendment to the
standard forms of Award Agreement described in Section 4(b)(iv), or by other means, grant Awards
which do not permit all of the foregoing forms of consideration to be used in payment for the
Shares or which otherwise restrict one or more forms of consideration.




          (c) Taxes. No Shares shall be delivered under the Plan to any Grantee or other person until
such Grantee or other person has made arrangements acceptable to the Administrator for the
satisfaction of any non-U.S., federal, state, or local income and employment tax withholding
obligations, including, without limitation, obligations incident to the receipt of Shares or the
disqualifying disposition of Shares received on exercise of an Incentive Share Option. Upon
exercise of an Award the Company shall withhold or collect from Grantee an amount sufficient to
satisfy such tax obligations.




     8. Exercise of Award.



          (a) Procedure for Exercise; Rights as a Shareholder.




               (i) Any Award granted hereunder shall be exercisable at such times and under such conditions as
determined by the Administrator under the terms of the Plan and specified in the Award Agreement.



               (ii) An Award shall be deemed to be exercised when written notice of such exercise has been given
to the Company in accordance with the terms of the Award by the person entitled to exercise the
Award and full payment for the Shares with respect to which the Award is exercised, including, to
the extent selected, use of the broker-dealer sale and remittance procedure to pay the purchase
price as provided in Section 7(b)(iv).



          (b) Exercise of Award Following Termination of Continuous Service.




               (i) An Award may not be exercised after the termination date of such Award set forth in the Award
Agreement and may be exercised following the termination of a Grantee’s Continuous Service only to
the extent provided in the Award Agreement.



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               (ii) Where the Award Agreement permits a Grantee to exercise an Award following the termination of
the Grantee’s Continuous Service for a specified period, the Award shall terminate to the extent
not exercised on the last day of the specified period or the last day of the original term of the
Award, whichever occurs first.



               (iii) Any Award designated as an Incentive Share Option to the extent not exercised within the time
permitted by law for the exercise of Incentive Share Options following the termination of a
Grantee’s Continuous Service shall convert automatically to a Non-Qualified Share Option and
thereafter shall be exercisable as such to the extent exercisable by its terms for the period
specified in the Award Agreement.



     9. Conditions Upon Issuance of Shares.



          (a) Shares shall not be issued pursuant to the exercise of an Award unless the exercise of such
Award and the issuance and delivery of such Shares pursuant thereto shall comply with all
Applicable Laws, and shall be further subject to the approval of counsel for the Company with
respect to such compliance.




          (b) As a condition to the exercise of an Award, the Company may require the person exercising such
Award to represent and warrant at the time of any such exercise that the Shares are being purchased
only for investment and without any present intention to sell or distribute such Shares if, in the
opinion of counsel for the Company, such a representation is required by any Applicable Laws.




          (c) As a condition to the exercise of an Award, the Grantee shall grant a power of attorney to the
[Board or any person designated by the Board] to exercise the voting rights with respect to the
Shares, and the Company may require the person exercising such Award to acknowledge and agree to be
bound by the provisions of the Shareholders Agreement entered into among the shareholders of the
Company from time to time, as if the Grantee is an Ordinary Shareholder thereunder.




     10. Adjustments Upon Changes in Capitalization. Subject to any required action by the
shareholders of the Company, the number of Shares covered by each outstanding Award, and the number
of Shares which have been authorized for issuance under the Plan but as to which no Awards have yet
been granted or which have been returned to the Plan, the exercise or purchase price of each such
outstanding Award, the maximum number of Shares with respect to which Awards may be granted to any
Grantee in any fiscal year of the Company, as well as any other terms that the Administrator
determines require adjustment shall be proportionately adjusted for (i) any increase or decrease in
the number of issued Shares resulting from a share split, reverse
share split,  share dividend,
combination or reclassification of the Shares, or similar transaction affecting the Shares, (ii)
any other increase or decrease in the number of issued Shares effected without receipt of
consideration by the Company, or (iii) as the Administrator may determine in its discretion, any
other transaction with respect to Ordinary Shares including a corporate merger, consolidation,
acquisition of property or equity, separation (including a spin-off or other distribution of shares
or property), reorganization, liquidation (whether partial or
complete) or any similar transaction; provided, however that conversion of any convertible
securities of the Company shall not be deemed to have been “effected without receipt of
consideration.” Such



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adjustment shall be made by the Administrator and its determination shall be final, binding and
conclusive. Except as the Administrator determines, 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 hereof shall be made with respect to, the number or price of Shares subject to an Award. In
the event of a Spin-off Transaction, the Administrator may in its discretion make such adjustments
and take such other action as it deems appropriate with respect to outstanding Awards under the
Plan, including but not limited to: (i) adjustments to the number and kind of Shares, the exercise
or purchase price per Share and the vesting periods of outstanding Awards, (ii) prohibit the
exercise of Awards during certain periods of time prior to the consummation of the Spin-off
Transaction, or (iii) the substitution, exchange or grant of Awards to purchase securities of the
Subsidiary; provided that the Administrator shall not be obligated to make any such adjustments or
take any such action hereunder.




     11. Corporate Transactions and Changes in Control.



          (a) Termination of Award to the Extent Not Assumed in Corporate Transaction. Effective upon
the consummation of a Corporate Transaction, all outstanding Awards under the Plan shall terminate.
However, all such Awards shall not terminate to the extent they are Assumed in connection with the
Corporate Transaction.




          (b) Acceleration of Award Upon Corporate Transaction or Change in Control.




               (1). Corporate Transaction. Except as provided otherwise in an individual Award Agreement,
in the event of a Corporate Transaction, for the portion of each Award that is neither Assumed nor
Replaced, such portion of the Award shall automatically become fully vested and exercisable and be
released from any repurchase or forfeiture rights (other than repurchase rights exercisable at Fair
Market Value) for all of the Shares at the time represented by such portion of the Award,
immediately prior to the specified effective date of such Corporate Transaction, provided that the
Grantee’s Continuous Service has not terminated prior to such date. The portion of the Award that
is not Assumed shall terminate under subsection (a) of this Section 11 to the extent not exercised
prior to the consummation of such Corporate Transaction.



               (2) Change in Control. Except as provided otherwise in an individual Award Agreement, in
the event of a Change in Control (other than a Change in Control which also is a Corporate
Transaction), each Award which is at the time outstanding under the Plan automatically shall become
fully vested and exercisable and be released from any repurchase or forfeiture rights (other than
repurchase rights exercisable at Fair Market Value), immediately prior to the specified effective
date of such Change in Control, for all of the Shares at the time represented by such Award,
provided that the Grantee’s Continuous Service has not terminated prior to such date.



          (c) Effect of Acceleration on Incentive Share Options. Any Incentive Share Option
accelerated under this Section 11 in connection with a Corporate Transaction or Change in Control
shall remain exercisable as an Incentive Share Option under the Code only to
the extent the $100,000 dollar limitation of Section 422(d) of the Code is not exceeded. To the








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extent such dollar limitation is exceeded, the excess Options shall be treated as Non-Qualified
Share Options.




     12. Effective Date and Term of Plan. The Plan shall become effective upon the later to
occur of its adoption by the Board or its approval by the shareholders of the Company. It shall
continue in effect for a term of ten (10) years unless sooner terminated. Subject to Section 17,
below, and Applicable Laws, Awards may be granted under the Plan upon its becoming effective.



     13. Amendment, Suspension or Termination of the Plan.



          (a) The Board may at any time amend, suspend or terminate the Plan; provided, however, that no such
amendment shall be made without the approval of the Company’s shareholders to the extent such
approval is required by Applicable Laws, or if such amendment would change any of the provisions of
Section 4(b)(vi) or this Section 13(a).




          (b) No Award may be granted during any suspension of the Plan or after termination of the Plan.




          (c) No suspension or termination of the Plan (including termination of the Plan under Section 12,
above) shall adversely affect any rights under Awards already granted to a Grantee.




     14. Reservation of Shares.



          (a) The Company, during the term of the Plan, will at all times reserve and keep available such
number of Shares as shall be sufficient to satisfy the requirements of the Plan.




          (b) The inability of the Company to obtain authority from any regulatory body having jurisdiction,
which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale
of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to
issue or sell such Shares as to which such requisite authority shall not have been obtained.




     15. No Effect on Terms of Employment/Consulting Relationship. The Plan shall not confer
upon any Grantee any right with respect to the Grantee’s Continuous Service, nor shall it interfere
in any way with his or her right or the right of the Company or any Related Entity to terminate the
Grantee’s Continuous Service at any time, with or without Cause, and with or without notice. The
ability of the Company or any Related Entity to terminate the employment of a Grantee who is
employed at will is in no way affected by its determination that the Grantee’s Continuous Service
has been terminated for Cause for the purposes of this Plan.



     16. No Effect on Retirement and Other Benefit Plans. Except as specifically provided in a
retirement or other benefit plan of the Company or a Related Entity, Awards shall not be deemed
compensation for purposes of computing benefits or contributions under any
retirement plan of the Company or a Related Entity, and shall not affect any benefits under any
other benefit plan of any kind or any benefit plan subsequently instituted under which the
availability or amount of benefits is related to level of compensation. The Plan is not a
“Retirement Plan” or “Welfare Plan” under the Employee Retirement Income Security Act of 1974, as
amended.



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     17. Shareholder Approval. The grant of Incentive Share Options under the Plan shall be
subject to approval by the shareholders of the Company within two (2) months after the date the
Plan is adopted excluding Incentive Share Options issued in substitution for outstanding Incentive
Share Options pursuant to Section 424(a) of the Code. Such shareholder approval shall be obtained
in the degree and manner required under Applicable Laws. The Administrator may grant Incentive
Share Options under the Plan prior to approval by the shareholders, but until such approval is
obtained, no such Incentive Share Option shall be exercisable. In the event that shareholder
approval is not obtained within the two (2) month period provided above, all Incentive Share
Options previously granted under the Plan shall be exercisable as Non-Qualified Share Options.



     18. Vesting Schedule. Except as unanimously approved by the Board, Options to be issued
under the Plan shall be subject to a minimum four (4) year vesting schedule calling for vesting no
faster than the following, counting from the applicable grant date with respect to the total issued
Options: twenty five percent (25%) at the end of first twelve (12) months, twenty five (25%) at the
end of (24) months, twenty five (25%) at the end of thirty-six (36) months and twenty five (25%) at
end of forty eight (48) months.



     19. Drag-Along Events. The Award Agreement shall include a provision whereby in the event
of a Drag-Along Event, the Grantees who hold any Shares upon exercise of the Award shall sell,
transfer, convey or assign all of their Shares pursuant to, and so as to give effect to, the
Drag-Along Event, and each of such Grantees shall grant to the then current chief executive officer
of the Company a power of attorney to transfer his/her Shares and to do and carry out all other
acts and to sign all other documents that are necessary or advisable to complete the Drag-Along
Event.



     20. Qualified IPO. The Award Agreement shall include a provision whereby in the case of a
Qualified IPO, the Grantees shall enter into any agreements with any underwriter, coordinator,
bankers or sponsor elected by the Company for the purpose of the Qualified IPO, and each of such
Grantees shall grant to the then current chief executive officer of the Company a power of attorney
to enter into any agreements with any underwriter, coordinator, bankers or sponsor elected by the
Company and to do and carry out all the acts and to sign all the documents that are necessary or
advisable to complete the Qualified IPO.



     21. Unfunded Obligation. Any amounts payable to Grantees pursuant to the Plan shall be
unfunded and unsecured obligations for all purposes, including, without limitation, Title I of the
Employee Retirement Income Security Act of 1974, as amended. Neither the Company nor any Related
Entity shall be required to segregate any monies from its general funds, or to create any trusts,
or establish any special accounts with respect to such obligations. The Company shall retain at all
times beneficial ownership of any investments, including trust investments, which the Company may
make to fulfill its payment obligations hereunder. Any investments or the creation or maintenance
of any trust or any Grantee account shall not create or constitute a trust or fiduciary
relationship between the Administrator, the Company or any Related Entity and a Grantee, or
otherwise create any vested or beneficial interest in any Grantee or the Grantee’s
creditors in any assets of the Company or a Related Entity. The Grantees shall have no claim
against the Company or any Related Entity for any changes in the value of any assets that may be
invested or reinvested by the Company with respect to the Plan.



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     22. Construction. Captions and titles contained herein are for convenience only and shall
not affect the meaning or interpretation of any provision of the Plan. Except when otherwise
indicated by the context, the singular shall include the plural and the plural shall include the
singular. Use of the term “or” is not intended to be exclusive, unless the context clearly requires
otherwise.




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