exv10w5



 






EXHIBIT 10.5




SINA CORPORATION

1999 STOCK PLAN




NOTICE OF SHARE OPTION GRANT


«Optionee»





     You have been granted an option to purchase Ordinary Shares (“Ordinary Shares”) of
Sina Corporation (the “Company”) as follows:



	 	 	 
	Board Approval Date:

	 	«Boardapprovdate»
	 
	 	 
	Date of Grant (Later of Board
Approval Date or Commencement
of Employment/Consulting):

	 	«GrantDate»
	 
	 	 
	Vesting Commencement Date:

	 	«VestingCommencementDate»
	 
	 	 
	Exercise Price per Share:

	 	$«ExercisePrice», or the par value of Common Stock as of the date
of exercise, whichever is greater
	 
	 	 
	Total Number of Shares Granted:

	 	«NoofShares»
	 
	 	 
	Total Exercise Price:

	 	$                                        
	 
	 	 
	Type of Option:

	 	«ISO» Incentive Share Option
	

	 	«NSO» Nonstatutory Share Option
	 
	 	 
	Term/Expiration Date:

	 	«ExpirDate»
	 
	 	 
	Vesting Schedule:

	 	This Option shall vest in accordance with the following schedule:
	 
	 	 
	                    «VestingSchedule»
	 
	 	 
	Time When Option

Becomes Exercisable:

	 	Exercisable as to all Shares immediately.
	 
	 	 
	Termination Period:

	 	Option may be exercised for 30 days after termination of employment or
consulting relationship except as set out in Sections 6 and 7 of the Share Option
Agreement (but in no event later than the Expiration Date).






 









 





     Transfer Provision: In the event that Optionee exercises this Option as to Shares prior to
the date the Option has vested as to such Shares under the Vesting Schedule set forth above, any
Shares transferred by such Optionee subject to the Repurchase Option described in Section 3(a) of
the Early Exercise Notice and Restricted Share Purchase Agreement shall be deemed to vest (in
accordance with the Vesting Schedule and as set forth in Section 3(a)(iii) of the Early Exercise
Notice and Restricted Share Purchase Agreement) prior to Shares subject to the Option to the extent
not yet exercised and purchased and to the extent exercised and purchased but not transferred.



     By your signature and the signature of the Company’s representative below, you and the Company
agree that this option is granted under and governed by the terms and conditions of the 1999 Stock
Plan and the Share Option Agreement, both of which are attached and made a part of this document.



	 	 	 
	«OPTIONEE»

	 	SINA CORPORATION
	 
	 	 
	

	 	By:
	


	 	

	Signature
	 	 
	 

	 	Name:
	


	 	

	Print Name
	 	 
	 
	 	 
	Address (if different from above):

	 	Address:
	 
	 	 
	

	 	2988 Campus Drive, Suite 100
	 


	 	San Mateo, CA 94403
	 
	 	 
	 

	 	 







 









 








SINA CORPORATION




1999 STOCK PLAN




SHARE OPTION AGREEMENT




     1. Grant of Option. SINA CORPORATION, a Cayman Islands corporation (the
“Company”), hereby grants to «Optionee» (“Optionee”), an option (the
“Option”) to purchase a total number of Ordinary Shares (the “Shares”) set forth in
the Notice of Share Option Grant, at the exercise price per share set forth in the Notice of Share
Option Grant (the “Exercise Price”) subject to the terms, definitions and provisions of the
SINA CORPORATION 1999 Stock Plan (the “Plan”) adopted by the Company, which is incorporated
herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the
same defined meanings in this Option.



          If designated an Incentive Share Option, this Option is intended to qualify as an incentive
stock option as defined in Section 422 of the Code.



     2. Exercise of Option. This Option shall be exercisable during its Term in such times
as set forth in the Notice of Share Option Grant and in accordance with the provisions of Section 9
of the Plan as follows:



          (a) Right to Exercise.



               (i) This Option may not be exercised for a fraction of a share.



               (ii) In the event of Optionee’s death, disability or other termination of service, the
exercisability of the Option is governed by Sections 5, 6 and 7 below, subject to the limitation
contained in Section 2(a)(i).



               (iii) In no event may this Option be exercised after the date of expiration of the Term of
this Option as set forth in the Notice of Share Option Grant.



          (b) Method of Exercise. This Option shall be exercisable in whole or in part as to
Shares which have vested under the Vesting Schedule indicated on the Notice of Share Option Grant
by execution and delivery of an exercise notice in the form attached as Exhibit A (the
“Exercise Notice and Restricted Share Purchase Agreement”) or, if indicated on the Notice
of Share Option Grant that this Option is exercisable immediately as to all Shares, this Option
shall also be exercisable in whole or in part at any time by execution and delivery of an early
exercise notice and restricted share purchase agreement in the form attached as Exhibit B
(the “Early Exercise Notice and Restricted Share Purchase Agreement”), or by execution and
delivery of any other form of written notice approved for such purpose by the Company which shall
state the election to exercise the Option, the number of Shares in respect of which the Option is
being exercised, and such other representations and agreements as to the holder’s investment intent
with respect to such



 









 







Ordinary Shares as may be required by the Company pursuant to the provisions
of the Plan. Such written notice shall be signed by Optionee and shall be delivered in person or
by certified mail to the Secretary of the Company. The written notice shall be accompanied by
payment of the Exercise Price. This Option shall be deemed to be exercised upon receipt by the
Company of such written notice accompanied by the Exercise Price.



          No Shares will be issued pursuant to the exercise of an Option unless such issuance and such
exercise shall comply with all relevant provisions of applicable law and the requirements of any
stock exchange upon which the Shares may then be listed. Assuming such compliance, for income tax
purposes the Shares shall be considered transferred to Optionee on the date on which the Option is
exercised with respect to such Shares.



     3. Method of Payment. Payment of the Exercise Price shall be by any of the following,
or a combination thereof, at the election of Optionee:



          (a) cash;



          (b) check;



          (c) surrender of other Ordinary Shares of the Company which (i) in the case of Shares acquired
pursuant to the exercise of a Company option, have been owned by Optionee for more than six (6)
months on the date of surrender, and (ii) have a fair market value on the date of surrender equal
to the Exercise Price of the Shares as to which the Option is being exercised; or



          (d) if there is a public market for the Shares and they are registered under the Securities
Act, delivery of a properly executed exercise notice together with irrevocable instructions to a
broker to deliver promptly to the Company the amount of sale or loan proceeds required to pay the
exercise price.



     Payment of the Exercise Price may also be made by any of the following, or a combination
thereof, or in combination with the foregoing, upon request by the Optionee and approval by the
Administrator:



          (e) delivery of optionee’s promissory note with such recourse, interest, security and
redemption provisions as the Administrator determines to be appropriate;



          (f) cancellation of indebtedness of the Company to the Optionee; or



          (g) authorization by the Optionee for the Company to retain from the total number of Shares as
to which the Option is exercised that number of Shares having a Fair Market Value on the date of
exercise equal to the exercise price for the total number of Shares as to which the Option is
exercised.



     4. Restrictions on Exercise. This Option may not be exercised until such time as the
Plan has been approved by the shareholders of the Company, or if the issuance of such Shares upon
such exercise or the method of payment of consideration for such shares would constitute a
violation of any applicable federal or state securities or other law or regulation,



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including
any rule under Part 207 of Title 12 of the Code of Federal Regulations as promulgated by the
Federal Reserve Board. As a condition to the exercise of this Option, the Company may require
Optionee to make any representation and warranty to the Company as may be required by any
applicable law or regulation.



     5. Termination of Continuous Service. In the event of termination of Optionee’s
Continuous Service, Optionee may, to the extent otherwise so entitled at the date of such
termination (the “Termination Date”), exercise this Option during the Termination Period
set forth in the Notice of Share Option Grant (but in no event later than the Expiration Date set
forth in the Notice of Share Option Grant). To the extent that Optionee was not entitled to
exercise this Option at such Termination Date, or if Optionee does not exercise this Option within
the Termination Period, the Option shall terminate.



     6. Disability of Optionee.



          (a) Notwithstanding the provisions of Section 5 above, in the event of termination of
Optionee’s Continuous Service as a result of Optionee’s total and permanent disability (as
determined by the Administrator in its sole discretion), Optionee may, but only within twelve (12)
months from the Termination Date (but in no event later than the Expiration Date set forth in the
Notice of Share Option Grant), exercise this Option to the extent Optionee was entitled to exercise
it as of such Termination Date. To the extent that Optionee was not entitled to exercise the
Option as of the Termination Date, or if Optionee does not exercise such Option (to the extent so
entitled) within the time specified in this Section 6(a), the Option shall terminate.



          (b) In the event that Optionee’s total and permanent disability as determined by the
Administrator does not meet the definition of total and permanent disability as defined in Section
22(e)(3) of the Code, if this is an Incentive Share Option and Optionee fails to exercise this
Incentive Share Option within three (3) months from the Termination Date, this Option will cease to
qualify as an Incentive Share Option (as defined in Section 422 of the Code) and Optionee will be
treated for federal income tax purposes as having received ordinary income at the time of such
exercise in an amount generally measured by the difference between the Exercise Price for the
Shares and the fair market value of the Shares on the date of exercise.



     7. Death of Optionee. Notwithstanding the provisions of Section 5 above, in the
event of termination of Optionee’s Continuous Service on account of Optionee’s death or Optionee’s
death within thirty (30) days after Optionee’s Termination Date, the Option may be exercised at any
time within twelve (12) months following the date of death (but in no event later than the
Expiration Date set forth in the Notice of Share Option Grant), by Optionee’s estate or by a
person who acquired the right to exercise the Option by bequest or inheritance, but only to the
extent of the right to exercise that had accrued at the Termination Date.



     8. Non-Transferability of Option. This Option may not be transferred in any manner
otherwise than by will or by the laws of descent or distribution and may be exercised



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during the lifetime of Optionee only by him or her. The terms of this Option shall be binding upon
the executors, administrators, heirs, successors and assigns of Optionee.



     9. Term of Option. This Option may be exercised only within the Term set forth in the
Notice of Share Option Grant, subject to the limitations set forth in Sections 6 and 7 of the Plan.



     10. Tax Consequences. Set forth below is a brief summary as of the date of this
Option of certain of the federal tax consequences of exercise of this Option and disposition of the
Shares under the laws in effect as of the Date of Grant. THIS SUMMARY IS NECESSARILY INCOMPLETE,
AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. OPTIONEE SHOULD CONSULT A TAX ADVISER
BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE SHARES.



          (a) Exercise of Incentive Share Option. If this Option qualifies as an Incentive
Share Option, there will be no regular federal income tax liability upon the exercise of the
Option, although the excess, if any, of the fair market value of the Shares on the date of exercise
over the Exercise Price will be treated as an adjustment to the alternative minimum tax for federal
tax purposes and may subject Optionee to the alternative minimum tax in the year of exercise.



          (b) Exercise of Nonstatutory Share Option. If this Option does not qualify as an
Incentive Share Option, there may be a regular federal (and state) income tax liability upon the
exercise of the Option. Optionee will be treated as having received compensation income (taxable at
ordinary income tax rates) equal to the excess, if any, of the fair market value of the Shares on
the date of exercise over the Exercise Price. If Optionee is an employee, the Company will be
required to withhold from Optionee’s compensation or collect from Optionee and pay to the
applicable taxing authorities an amount equal to a percentage of this compensation income at the
time of exercise.



          (c) Disposition of Shares. In the case of a Nonstatutory Share Option, if Shares are
held for at least one year, any gain realized on disposition of the Shares will be treated as
long-term capital gain for federal income tax purposes. In the case of an Incentive Share Option,
if Shares transferred pursuant to the Option are held for at least one year after exercise and are
disposed of at least two years after the Date of Grant, any gain realized on disposition of the
Shares will also be treated as long-term capital gain for federal income tax purposes. If Shares
purchased under an Incentive Share Option are disposed of within such one-year period or within two
years after the Date of Grant, any gain realized on such disposition will be treated as
compensation income (taxable at ordinary income rates) to the extent of the difference between the
Exercise Price and the lesser of (i) the fair market value of the Shares on the date of exercise,
or (ii) the sale price of the Shares.



          (d) Notice of Disqualifying Disposition of Incentive Share Option Shares. If the
Option granted to Optionee herein is an Incentive Share Option, and if Optionee sells or otherwise
disposes of any of the Shares acquired pursuant to the Incentive Share Option on or before the
later of (i) the date two years after the Date of Grant, or (ii) the date one year after the date
of exercise, Optionee shall immediately notify the Company in



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writing of such disposition.
Optionee acknowledges and agrees that he or she may be subject to income tax withholding by
the Company on the compensation income recognized by Optionee from the early disposition by payment
in cash or out of the current earnings paid to Optionee.



     11. Withholding Tax Obligations. Optionee understands that, upon exercising a
Nonstatutory Share Option, he or she will recognize income for tax purposes in an amount equal to
the excess of the then fair market value of the Shares over the Exercise Price. However, the
timing of this income recognition may be deferred for up to six months if Optionee is subject to
Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). If
Optionee is an employee, the Company will be required to withhold from Optionee’s compensation, or
collect from Optionee and pay to the applicable taxing authorities an amount equal to a percentage
of this compensation income. Additionally, Optionee may at some point be required to satisfy tax
withholding obligations with respect to the disqualifying disposition of an Incentive Share Option.
Optionee shall satisfy his or her tax withholding obligation arising upon the exercise of this
Option by one or some combination of the following methods: (a) by cash payment, (b) out of
Optionee’s current compensation, (c) if permitted by the Administrator, in its discretion, by
surrendering to the Company Shares which (i) in the case of Shares previously acquired from the
Company, have been owned by Optionee for more than six months on the date of surrender, and (ii)
have a fair market value on the date of surrender equal to or greater than Optionee’s marginal tax
rate times the ordinary income recognized, or (d) if permitted by the Administrator, in its
discretion, by electing to have the Company withhold from the Shares to be issued upon exercise of
the Option that number of Shares having a fair market value equal to the amount required to be
withheld. For this purpose, the fair market value of the Shares to be withheld shall be determined
on the date that the amount of tax to be withheld is to be determined (the “Tax Date”).



     If Optionee is subject to Section 16 of the Exchange Act (an “Insider”), any surrender
of previously owned Shares to satisfy tax withholding obligations arising upon exercise of this
Option must comply with the applicable provisions of Rule 16b-3 promulgated under the Exchange Act
(“Rule 16b-3”).



     All elections by Optionee to have Shares withheld to satisfy tax withholding obligations shall
be made in writing in a form acceptable to the Administrator and shall be subject to the following
restrictions:



          (a) the election must be made on or prior to the applicable Tax Date;



          (b) once made, the election shall be irrevocable as to the particular Shares of the Option as
to which the election is made; and



          (c) all elections shall be subject to the consent or disapproval of the Administrator.



     12. Market Standoff Agreement. In connection with the initial public offering of the
Company’s securities and upon request of the Company or the underwriters managing



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any underwritten
offering of the Company’s securities, Optionee hereby agrees not to sell, make any
short sale of, loan, grant any option for the purchase of, or otherwise dispose of any Shares
(other than those included in the registration) without the prior written consent of the Company or
such underwriters, as the case may be, for such period of time (not to exceed 180 days) from the
effective date of such registration as may be requested by the Company or such managing
underwriters and to execute an agreement reflecting the foregoing as may be requested by the
underwriters at the time of the public offering.



[Signature Page Follows]




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     This Agreement may be executed in two or more counterparts, each of which shall be deemed an
original and all of which together shall constitute one document.





      






SINA CORPORATION





		
	By: 	








		
	Name: 	








		
	Title: 	












     OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE OPTION HEREOF IS
EARNED ONLY BY CONTINUING SERVICE AS AN EMPLOYEE OR CONSULTANT AT THE WILL OF THE COMPANY (NOT
THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER). OPTIONEE
FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AGREEMENT, NOR IN THE COMPANY’S STOCK PLAN
WHICH IS INCORPORATED HEREIN BY REFERENCE, SHALL CONFER UPON OPTIONEE ANY RIGHT WITH RESPECT TO
CONTINUATION OF SUCH EMPLOYMENT OR CONSULTING RELATIONSHIP BY THE COMPANY, NOR SHALL IT INTERFERE
IN ANY WAY WITH OPTIONEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE OPTIONEE’S EMPLOYMENT OR
CONSULTING RELATIONSHIP AT ANY TIME, WITH OR WITHOUT CAUSE.



     Optionee acknowledges receipt of a copy of the Plan and represents that he or she is familiar
with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms
and provisions thereof. Optionee has reviewed the Plan and this Option in their entirety, has had
an opportunity to obtain the advice of counsel prior to executing this Option and fully understands
all provisions of the Option. Optionee hereby agrees to accept as binding, conclusive and final
all decisions or interpretations of the Administrator upon any questions arising under the Plan or
this Option.



	 	 	 	 	 
	Dated:
	 	 	 	 
	

	 	

	 	

	

	 	 	 	«Optionee»






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EXHIBIT A

(Form for Exercise of Vested Shares)




SINA CORPORATION




1999 STOCK PLAN




EXERCISE NOTICE AND RESTRICTED SHARE PURCHASE AGREEMENT




     This Agreement (“Agreement”) is made as of ___, by and between SINA
CORPORATION, a Cayman Islands company (the “Company”), and «Optionee»
(“Purchaser”). To the extent any capitalized terms used in this Agreement are not defined,
they shall have the meaning ascribed to them in the 1999 Stock Plan.



     1. Exercise of Option. Subject to the terms and conditions hereof, Purchaser hereby
elects to exercise his or her option to purchase ___Ordinary Shares (the
“Shares”) of the Company under and pursuant to the Company’s 1999 Stock Plan (the
“Plan”) and the Share Option Agreement dated ___, ___(the “Option
Agreement”). The purchase price per share for the Shares shall be $«ExercisePrice», or the par
value of Common Stock as of the date of exercise, whichever is greater, for a total purchase price
of $___. The term “Shares” refers to the purchased Shares and all securities
received in replacement of the Shares or as share dividends or splits, all securities received in
replacement of the Shares in a recapitalization, merger, reorganization, exchange or the like, and
all new, substituted or additional securities or other properties to which Purchaser is entitled by
reason of Purchaser’s ownership of the Shares.



     2. Time and Place of Exercise. The purchase and sale of the Shares under this
Agreement shall occur at the principal office of the Company simultaneously with the execution and
delivery of this Agreement by the parties, in accordance with the provisions of Sections 9 and 10
of the Plan and Section 2(b) of the Option Agreement, and full payment of the purchase price by
Purchaser in accordance with Section 2(b) of the Option Agreement (the “Purchase Date”).
On the Purchase Date or as soon as practicable thereafter, the Company will deliver to Purchaser a
certificate representing the Shares to be purchased by Purchaser (which shall be issued in
Purchaser’s name).



     3. Limitations on Transfer. In addition to any other limitation on transfer created
by applicable securities laws, Purchaser shall not assign, encumber or dispose of any interest in
the Shares except in compliance with the provisions below and applicable securities laws.



          (a) Right of First Refusal. Before any Shares held by Purchaser or any transferee of
Purchaser (either being sometimes referred to herein as the “Holder”) may be sold or
otherwise transferred (including transfer by gift or operation of law), the Company or its
assignee(s) shall have a right of first refusal to purchase the Shares on the terms and conditions
set forth in this Section 3(a) (the “Right of First Refusal”).



               (i) Notice of Proposed Transfer. The Holder of the Shares shall deliver to the
Company a written notice (the “Notice”) stating: (i) the Holder’s bona fide



 









 







intention to
sell or otherwise transfer such Shares; (ii) the name of each proposed purchaser or other
transferee (“Proposed Transferee”); (iii) the number of Shares to be transferred to each
Proposed Transferee; and (iv) the terms and conditions of each proposed sale or transfer. The
Holder shall offer the Shares at the same price (the “Offered Price”) and upon the same
terms (or terms as similar as reasonably possible) to the Company or its assignee(s).



               (ii) Exercise of Right of First Refusal. At any time within thirty (30) days after
receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the
Holder, elect to purchase all, but not less than all, of the Shares proposed to be transferred to
any one or more of the Proposed Transferees, at the purchase price determined in accordance with
subsection (iii) below.



               (iii) Purchase Price. The purchase price (“Purchase Price”) for the Shares
purchased by the Company or its assignee(s) under this Section 3(a) shall be the Offered Price. If
the Offered Price includes consideration other than cash, the cash equivalent value of the non-cash
consideration shall be determined by the Board of Directors of the Company in good faith.



               (iv) Payment. Payment of the Purchase Price shall be made, at the option of the
Company or its assignee(s), in cash (by check), by cancellation of all or a portion of any
outstanding indebtedness of the Holder to the Company (or, in the case of repurchase by an
assignee, to the assignee), or by any combination thereof within 30 days after receipt of the
Notice or in the manner and at the times set forth in the Notice.



               (v) Holder’s Right to Transfer. If all of the Shares proposed in the Notice to be
transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s)
as provided in this Section 3(a), then the Holder may sell or otherwise transfer such Shares to
that Proposed Transferee at the Offered Price or at a higher price, provided that such sale or
other transfer is consummated within 60 days after the date of the Notice and provided further that
any such sale or other transfer is effected in accordance with any applicable securities laws and
the Proposed Transferee agrees in writing that the provisions of this Section 3 shall continue to
apply to the Shares in the hands of such Proposed Transferee. If the Shares described in the
Notice are not transferred to the Proposed Transferee within such period, or if the Holder proposes
to change the price or other terms to make them more favorable to the Proposed Transferee, a new
Notice shall be given to the Company, and the Company and/or its assignees shall again be offered
the Right of First Refusal before any Shares held by the Holder may be sold or otherwise
transferred.



               (vi) Exception for Certain Family Transfers. Anything to the contrary contained in
this Section 3(a) notwithstanding, the transfer of any or all of the Shares during Purchaser’s
lifetime or on Purchaser’s death by will or intestacy to Purchaser’s Immediate Family or a trust
for the benefit of Purchaser’s Immediate Family shall be exempt from the provisions of this Section
3(a). “Immediate Family” as used herein shall mean spouse, lineal descendant or
antecedent, father, mother, brother or sister. In such case, the transferee or other
recipient shall receive and hold the Shares so transferred subject to the provisions of this
Section, and there shall be no further transfer of such Shares except in accordance with the terms
of this Section 3.



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          (b) Involuntary Transfer.



               (i) Company’s Right to Purchase upon Involuntary Transfer. In the event, at any time
after the date of this Agreement, of any transfer by operation of law or other involuntary transfer
(including death or divorce, but excluding a transfer to Immediate Family as set forth in Section
3(a)(vi) above) of all or a portion of the Shares by the record holder thereof, the Company shall
have an option to purchase all of the Shares transferred at the greater of the purchase price paid
by Purchaser pursuant to this Agreement or the fair market value of the Shares on the date of
transfer. Upon such a transfer, the person acquiring the Shares shall promptly notify the
Secretary of the Company of such transfer. The right to purchase such Shares shall be provided to
the Company for a period of thirty (30) days following receipt by the Company of written notice by
the person acquiring the Shares.



               (ii) Price for Involuntary Transfer. With respect to any shares to be transferred
pursuant to Section 3(b)(i), the price per Share shall be a price set by the Board of Directors of
the Company that will reflect the current value of the shares in terms of present earnings and
future prospects of the Company. The Company shall notify Purchaser or his or her executor of the
price so determined within thirty (30) days after receipt by it of written notice of the transfer
or proposed transfer of Shares. However, if the Purchaser does not agree with the valuation as
determined by the Board of Directors of the Company, the Purchaser shall be entitled to have the
valuation determined by an independent appraiser to be mutually agreed upon by the Company and the
Purchaser and whose fees shall be borne equally by the Company and the Purchaser.



          (c) Assignment. The right of the Company to purchase any part of the Shares may be
assigned in whole or in part to any shareholder or shareholders of the Company or other persons or
organizations; provided, however, that an assignee, other than a corporation that
is the parent or a 100% owned subsidiary of the Company, must pay the Company, upon assignment of
such right, cash equal to the difference between the original purchase price and fair market value,
if the original purchase price is less than the fair market value of the Shares subject to the
assignment.



          (d) Restrictions Binding on Transferees. All transferees of Shares or any interest
therein will receive and hold such Shares or interest subject to the provisions of this Agreement.
Any sale or transfer of the Company’s Shares shall be void unless the provisions of this Agreement
are satisfied.



          (e) Termination of Rights. The right of first refusal granted the Company by Section
3(a) above and the option to repurchase the Shares in the event of an involuntary transfer granted
the Company by Section 3(b) above shall terminate upon the first sale of Ordinary Shares of the
Company to the general public pursuant to a registration statement filed with and declared
effective by the Securities and Exchange Commission under the Securities Act. Upon termination of
the right of first refusal described in Section 3(a) above, a new certificate or certificates
representing
the Shares not repurchased shall be issued, on request, without the legend referred to in
Section 6(a)(ii) herein and delivered to Purchaser.



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     4. Investment and Taxation Representations. In connection with the purchase of the
Shares, Purchaser represents to the Company the following:



          (a) Purchaser is aware of the Company’s business affairs and financial condition and has
acquired sufficient information about the Company to reach an informed and knowledgeable decision
to acquire the securities. Purchaser is purchasing these securities for investment for his or her
own account only and not with a view to, or for resale in connection with, any “distribution”
thereof within the meaning of the Securities Act.



          (b) Purchaser understands that the securities have not been registered under the Securities
Act by reason of a specific exemption therefrom, which exemption depends upon, among other things,
the bona fide nature of Purchaser’s investment intent as expressed herein.



          (c) Purchaser further acknowledges and understands that the securities must be held
indefinitely unless they are subsequently registered under the Securities Act or an exemption from
such registration is available. Purchaser further acknowledges and understands that the Company is
under no obligation to register the securities. Purchaser understands that the certificate(s)
evidencing the securities will be imprinted with a legend which prohibits the transfer of the
securities unless they are registered or such registration is not required in the opinion of
counsel for the Company.



          (d) Purchaser is familiar with the provisions of Rules 144 and 701, each promulgated under the
Securities Act, which, in substance, permit limited public resale of “restricted securities”
acquired, directly or indirectly, from the issuer thereof (or from an affiliate of such issuer), in
a non-public offering subject to the satisfaction of certain conditions. Rule 701 provides that if
the issuer qualifies under Rule 701 at the time of issuance of the securities, such issuance will
be exempt from registration under the Securities Act. In the event the Company becomes subject to
the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the
securities exempt under Rule 701 may be resold by the Purchaser ninety (90) days thereafter,
subject to the satisfaction of certain of the conditions specified by Rule 144, including, among
other things: (1) the sale being made through a broker in an unsolicited “broker’s transaction” or
in transactions directly with a market maker (as said term is defined under the Securities Exchange
Act of 1934); and, in the case of an affiliate, (2) the availability of certain public information
about the Company, and the amount of securities being sold during any three month period not
exceeding the limitations specified in Rule 144(e), if applicable. Notwithstanding this paragraph
(d), Purchaser acknowledges and agrees to the restrictions set forth in paragraph (f) hereof.



     In the event that the Company does not qualify under Rule 701 at the time of purchase, then
the securities may be resold by the Purchaser in certain limited circumstances subject to the
provisions of Rule 144, which requires, among other things: (1) the availability of certain public
information about the Company; (2) the resale occurring not less than two years after the party has
purchased, and made full payment of (within the meaning of Rule 144), the securities to be sold;
and, in the case of an affiliate, or of a non-affiliate who has held the securities less than
three years, (3) the sale being made through a broker in an unsolicited “broker’s transaction” or
in transactions directly with a market maker (as said



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term is defined under the Securities Exchange
Act of 1934) and the amount of securities being sold during any three month period not exceeding
the specified limitations stated therein, if applicable.



          (e) Purchaser further understands that at the time he or she wishes to sell the securities
there may be no public market upon which to make such a sale, and that, even if such a public
market then exists, the Company may not be satisfying the current public information requirements
of Rule 144 or 701, and that, in such event, Purchaser would be precluded from selling the
securities under Rule 144 or 701 even if the two-year minimum holding period had been satisfied.



          (f) Purchaser further understands that in the event all of the applicable requirements of Rule
144 or 701 are not satisfied, registration under the Securities Act, compliance with Regulation A,
or some other registration exemption will be required; and that, notwithstanding the fact that
Rules 144 and 701 are not exclusive, the Staff of the Securities and Exchange Commission has
expressed its opinion that persons proposing to sell private placement securities other than in a
registered offering and otherwise than pursuant to Rule 144 or 701 will have a substantial burden
of proof in establishing that an exemption from registration is available for such offers or sales,
and that such persons and their respective brokers who participate in such transactions do so at
their own risk.



          (g) Purchaser understands that Purchaser may suffer adverse tax consequences as a result of
Purchaser’s purchase or disposition of the Shares. Purchaser represents that Purchaser has
consulted any tax consultants Purchaser deems advisable in connection with the purchase or
disposition of the Shares and that Purchaser is not relying on the Company for any tax advice.



     5. Restrictive Legends and Stop-Transfer Orders.



          (a) Legends. The certificate or certificates representing the Shares shall bear the
following legends (as well as any legends required by applicable state and federal corporate and
securities laws):




	 	(i)  	THE SHARES REPRESENTED BY THIS
CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A
VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION
THEREOF. NO SUCH SALE OR DISPOSITION MAY BE EFFECTED WITHOUT
AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN
OPINION OF COUNSEL FOR THE
COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE
SECURITIES ACT OF 1933.




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	 	(ii)  	THE SHARES REPRESENTED BY THIS
CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE
TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE SHAREHOLDER,
A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.





          (b) Stop-Transfer Notices. Purchaser agrees that, in order to ensure compliance with
the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions
to its transfer agent, if any, and that, if the Company transfers its own securities, it may make
appropriate notations to the same effect in its own records.



          (c) Refusal to Transfer. The Company shall not be required (i) to transfer on its
books any Shares that have been sold or otherwise transferred in violation of any of the provisions
of this Agreement or (ii) to treat as owner of such Shares or to accord the right to vote or pay
dividends to any purchaser or other transferee to whom such Shares shall have been so transferred.



     6. No Employment Rights. Nothing in this Agreement shall affect in any manner
whatsoever the right or power of the Company, or a parent or subsidiary of the Company, to
terminate Purchaser’s employment, for any reason, with or without cause.



     7. Market Stand-off Agreement. In connection with the initial public offering of the
Company’s securities and upon request of the Company or the underwriters managing any underwritten
offering of the Company’s securities, Purchaser agrees not to sell, make any short sale of, loan,
grant any option for the purchase of, or otherwise dispose of any Shares (other than those included
in the registration) without the prior written consent of the Company or such underwriters, as the
case may be, for such period of time (not to exceed 180 days) from the effective date of such
registration as may be requested by the Company or such managing underwriters and to execute an
agreement reflecting the foregoing as may be requested by the underwriters at the time of the
public offering.



8. Miscellaneous.




          (a) Governing Law. This Agreement and all acts and transactions pursuant hereto and
the rights and obligations of the parties hereto shall be governed, construed and interpreted in
accordance with the laws of the State of California, without giving effect to principles of
conflicts of law.



          (b) Entire Agreement; Enforcement of Rights. This Agreement sets forth the entire
agreement and understanding of the parties relating to the subject matter herein and merges all
prior discussions between them. No modification of or amendment to this Agreement,
nor any waiver of any rights under this Agreement, shall be effective unless in writing signed
by the parties to this Agreement. The failure by either party to enforce any rights under this
Agreement shall not be construed as a waiver of any rights of such party.



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          (c) Severability. If one or more provisions of this Agreement are held to be
unenforceable under applicable law, the parties agree to renegotiate such provision in good
faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement
for such provision, then (i) such provision shall be excluded from this Agreement, (ii) the balance
of the Agreement shall be interpreted as if such provision were so excluded and (iii) the balance
of the Agreement shall be enforceable in accordance with its terms.



          (d) Construction. This Agreement is the result of negotiations between and has been
reviewed by each of the parties hereto and their respective counsel, if any; accordingly, this
Agreement shall be deemed to be the product of all of the parties hereto, and no ambiguity shall be
construed in favor of or against any one of the parties hereto.



          (e) Notices. Any notice required or permitted by this Agreement shall be in writing
and shall be deemed sufficient when delivered personally or sent by telegram or fax or forty-eight
(48) hours after being deposited in the U.S. mail, as certified or registered mail, with postage
prepaid, and addressed to the party to be notified at such party’s address as set forth below or as
subsequently modified by written notice.



          (f) Counterparts. This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original and all of which together shall constitute one instrument.



          (g) Successors and Assigns. The rights and benefits of this Agreement shall inure to
the benefit of, and be enforceable by the Company’s successors and assigns. The rights and
obligations of Purchaser under this Agreement may only be assigned with the prior written consent
of the Company.



          (h) California Corporate Securities Law. THE SALE OF THE SECURITIES WHICH ARE THE
SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE
OF CALIFORNIA AND THE ISSUANCE OF THE SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE
CONSIDERATION THEREFOR PRIOR TO THE QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS
EXEMPT FROM QUALIFICATION BY SECTION 25100, 25102 OR 25105 OF THE CALIFORNIA CORPORATIONS CODE.
THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON THE QUALIFICATION BEING
OBTAINED, UNLESS THE SALE IS SO EXEMPT.



[Signature Page Follows]




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     The parties have executed this Exercise Notice and Restricted Share Purchase Agreement as of
the date first set forth above.





      






COMPANY:




SINA CORPORATION





		
	By: 	








		
	Name: 	








		
	Title: 	







Address:

2988 Campus Drive, Suite 100

San Mateo, CA 94403



PURCHASER:



«OPTIONEE»









(Signature)










(Print Name)





		
	Address: 	













I, ___, spouse of «Optionee», have read and hereby approve the foregoing
Agreement. In consideration of the Company’s granting my spouse the right to purchase the Shares
as set forth in the Agreement, I hereby agree to be irrevocably bound by the Agreement and further
agree that any community property or other such interest shall hereby by similarly bound by the
Agreement. I hereby appoint my spouse as my attorney-in-fact with respect to any amendment or
exercise of any rights under the Agreement.









Spouse of «Optionee»



-8-









 





RECEIPT




     The undersigned hereby acknowledges receipt of Certificate No. ___for ___Ordinary
Shares of SINA CORPORATION (the “Company”).



	 	 	 	 	 
	Dated:
	 	 	 	 
	

	 	

	 	

	

	 	 	 	«Optionee»






 









 





RECEIPT




     Sina Corporation (the “Company”) hereby acknowledges receipt of a promissory note for
the amount of $___given by «Optionee» as consideration for Certificate No. ___
for «NoofShares» Ordinary Shares of Sina Corporation.





Dated:  








SINA CORPORATION





		
	By: 	








		
	Name: 	








		
	Title: