Exhibit 4.3


 





XINYUAN REAL ESTATE CO., LTD.


2014 RESTRICTED STOCK UNIT PLAN


 


		1	Purpose.



 


The purpose of the Xinyuan Real Estate Co.,
Ltd. 2014 Restricted Stock Unit Plan (the "Plan") is to secure for Xinyuan Real Estate Co., Ltd., a Cayman Islands holding
company and its successors and assigns (the "Company"), and its stockholders, the benefits of the additional incentive
inherent in the ownership of the Company’s common shares (the "Common Shares") by selected employees of the Company
and its subsidiaries who are important to the success and growth of the business of the Company and its subsidiaries and to help
the Company and its subsidiaries secure and retain the services of such persons. The Plan provides for discretionary grants of
stock units ("Restricted Stock Units") to or for the benefit of participating employees of the Company and its subsidiaries,
which grants shall be subject to the terms and conditions set forth in the Plan and in the agreements evidencing such Awards.


 


		2	Administration.



 


2.1Committee. The Plan may be
administered by one or more Committees of the Board of Directors of the Company ("Board"). The Committee will consist
of two or more members, and will have the authority and be responsible for those functions assigned to it by the Board. If no Committee
is appointed, the entire Board will administer the Plan. Any reference to the Board in the Plan will be construed as a reference
to the Committee, if any, to which the Board assigns a particular function in connection with the Plan. The Committee appointed
by the Board shall consist of at least three directors, at least 50% of whom shall be "independent" directors pursuant
to the requirements of the New York Stock Exchange and applicable law.


 


2.2Powers. Subject to the provisions
of the Plan, the Committee has the discretionary authority and power to:


 


(i)Determine and designate those individuals
selected to receive Awards;


 


(ii)Determine the terms of Awards, including
the time at which each Award will be granted and the number of Shares subject to each Award;


 


(iii)Establish the terms and conditions
upon which Awards may be exercised, vested or paid (including any requirements that the participant or the Company satisfy performance
criteria or performance objectives);


 


(iv)Prescribe, amend, or rescind any
rules and regulations necessary or appropriate for the administration of the Plan;


 


(v)Correct any defect, supply any deficiency,
and reconcile any inconsistency in the Plan or in any related Award or agreement; and


 


(vi)Make other determinations and take
such other action in connection with the administration of the Plan as it deems necessary or advisable.


 






    	 



    	 



    

 


Notwithstanding the foregoing delegation of authority to the
Committee, a change in the amount of the target long-term incentive pool for any future Grant Year from the percentage of applicable
Base Year (as such terms are defined in Section 5.3) net income target established in respect of the initial Grant Year will require
action by majority vote of the Board of Directors itself.


 


2.3Delegation. The Board may
delegate to designated officers of the Company any of its duties and authority under the Plan pursuant to such conditions or limitations
as the Board may establish from time to time including, without limitation, the authority to recommend individuals for the grant
of Awards and the form and terms of their Awards; provided, however, the Board may not delegate to any person the authority to
grant Awards.


 


2.4Decisions of Board. The Board
has the discretionary authority and power to interpret and construe the Plan and all related Awards and agreements, to resolve
any ambiguities and determine the amount of benefits payable to a person under the Plan. All decisions, interpretations and determinations
of the Board with respect to the Plan will be final and binding on all participants and all persons deriving their rights from
participants.


 


2.5Indemnity. Each member of
the Board is indemnified and held harmless by the Company against any cost or expense (including any sum paid in settlement of
a claim with the approval of the Company) arising out of any act or omission to act in connection with the Plan to the extent permitted
by applicable law. This indemnification is in addition to any rights of indemnification a member may have as a Director or otherwise
under the Bylaws of the Company or a subsidiary, any agreement, any vote of shareholders or disinterested directors, or otherwise.


 


		3	Shares Subject to Grants.



 


3.1Number of Shares. Subject
to the adjustment provisions of Section 7.1, the number of shares of the Company's Common Shares that may be delivered to participants
in connection with awards of Restricted Stock Units under the Plan shall not exceed ten million (10,000,000) Common Shares (equivalents
to five million (5,000,000) American Depositary Shares ("ADSs"))which may be settled in either Common Shares or in ADSs.
The Committee may adopt reasonable counting procedures to ensure appropriate counting, avoid double counting and make adjustments
if the number of shares actually delivered differs from the number of shares previously counted in connection with an Award.


 


3.2Character of Shares. The Common
Shares to be delivered under the Plan shall be made available from ADSs purchased by the Trustee (as defined in Section 5.6) in
the open market or in private transactions as set forth in Section 5.4.


 


		4	Employees Eligible.



 


All employees and officers of the Company
or any subsidiary who are capable of contributing significantly to the successful performance of the Company, in the determination
of the Board, are eligible to be participants in the Plan. An individual receiving any Award under the Plan is referred to herein
as a "participant". Any reference herein to the employment of a participant by the Company shall include his or her employment
by the Company or any of its subsidiaries.


 






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		5	Restricted Stock Units.



 


5.1In General. Each eligible
employee selected to participate shall be granted an award of Restricted Stock Units at such times and subject to such conditions
as determined by the Board. Each Award shall be evidenced by an agreement which shall set forth the terms and conditions of such
Award, including without limitation, the date or dates upon which such Award shall vest and the circumstances (including, without
limitation, Termination of Employment, as defined in Section 6, or failure to satisfy one or more restrictive covenants or other
ongoing obligations) under which such Award shall not vest. The Award shall also be subject to such other terms and conditions
not inconsistent herewith as the Committee shall determine, including the Company’s attainment of performance goals selected
by the Board.


 


5.2Nature of Restricted Stock Units;
Accounts. Each Restricted Stock Unit represents a right to receive one Common Share to be delivered or made available at the
time or times specified in the award agreement, subject to a risk of cancellation and to the other terms and conditions set forth
in the Plan, the agreement evidencing the Award and any additional terms and conditions set by the Committee. The Company shall
establish and maintain an account for the participant to record Restricted Stock Units and transactions and events affecting such
units. Restricted Stock Units and other items reflected in the account will represent only bookkeeping entries by the Company to
evidence unfunded obligations of the Company. At the Company's election, RSUs may be settled by delivery of Common Shares or ADSs
representing the number of Common Shares subject to the RSU.


 


5.3Incentive Pool. The Company
shall establish a long-term incentive pool for participants for each fiscal year (the "Grant Year") of the Company based
on the net income(or other performance goals) of the Company for the most recently completed prior fiscal year (the "Base
Year"). For the 2014 Grant Year, the target long-term incentive pool is 6.75% of the net income for the Base Year of fiscal
2013, provided that the minimum target net income for the 2013 fiscal year or the three year period ending with the 2013 fiscal
year has been achieved. Restricted Stock Units will be granted only if 70% or more of the target net income for the Base Year has
been achieved or if 70% or more of the total target net income for the three fiscal years ending with the Base Year have been achieved.
For example, if 70% of the net income target has been achieved for the 2013 Base Year, 6.75% of the Company's net income for the
2013 Base Year shall be credited to the long-term incentive pool for the 2014 Grant Year and Restricted Stock Units shall be awarded
for that Grant Year. If the net income target achieved for the Base Year is less than 70% of the target but at least 70% of the
total net income target for the three fiscal years ending with the Base Year has been achieved, 6.75% of the Company's net income
for the applicable Base Year shall be credited to the long-term incentive pool for the Grant Year and Restricted Stock Units shall
be awarded for the Grant Year. If the net income achieved for a Base Year is less than 70% of the target and 70% of the total net
income target for the three fiscal years ending with the Base Year has not been achieved, no amount shall be credited to the long-term
incentive pool for the Grant Year and no Restricted Stock Units shall be awarded for the Grant Year. If the Committee determines
that a change in the business, operations, corporate structure or capital structure of the Company or the manner in which the Company
or a subsidiary conducts its business, or other events or circumstances, such as a change in accounting principles, an acquisition
or divestiture, render the performance goals for a fiscal year to no longer be suitable, the Committee may modify such performance
objectives in whole or in part, as the Committee deems appropriate. The Board will have the authority to establish and administer
performance-based grant and/or vesting conditions and performance objectives with respect to such Awards as it considers appropriate,
which performance objectives must be satisfied, as the Board specifies, before the participant receives or retains an Award or
before the Award becomes nonforfeitable. If a participant is promoted, demoted or transferred to a different business unit or function
during a performance period, the Board may determine that the performance objectives or performance period are no longer appropriate
and may adjust, change or eliminate the performance objectives or the applicable performance period as it deems appropriate to
make such objectives and period comparable to the initial objectives and period.


 






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5.4Allocation of Restricted Stock
Units. Following the end of a Base Year, the Committee will allocate to each participant a percentage of the long-term incentive
pool based on such factors as the Committee shall determine from time to time in its discretion. The Company shall transfer the
cash amount of the long-term incentive pool to the Trustee appointed pursuant to Section 5.6 at such time as the Committee shall
determine. The Trustee shall use the amount transferred to it from the Company to purchase ADSs as directed by the Company in the
open market or in a private transaction over such period as the Company and the Trustee shall determine. A participant shall be
allocated Restricted Stock Units based on the aggregate of Common Shares represented by ADSs purchased by the Trustee for a Grant
Year multiplied by the percentage of the long-term incentive pool allocated to that participant for the Grant Year.


 


5.5Grant Date. The date the Committee
allocates to a participant a percentage of the long-term incentive pool for a Grant Year.


 


5.6Trust. The Company shall establish
one or more trusts ("Trust") and deposit therein or caused to be deposited therein amounts of cash, not exceeding the
amount of the long-term incentive pool for a Grant Year. The trustee of such trust ("Trustee") shall use such funds to
acquire in the open market or in a private transactions such number of ADSs as directed by the Company over such period of time
as the Company and the Trustee shall determine. The amounts of hypothetical income and appreciation and depreciation in value of
a participant's account shall be equal to the actual income on, and appreciation and depreciation of, the value of ADSs or other
assets in such trust(s). Other provisions of the Plan notwithstanding, the timing of allocations and other events relating to assets
in such account may be varied to reflect the timing of allocations and events relating to actual investments of the assets of such
trust(s).


 


5.7Vesting of Restricted Stock Units.
Unless otherwise determined by the Committee or unless otherwise provided in the agreement evidencing the Award, in the event of
the participant’s Termination of Employment (as defined in Section 6), the participant’s Restricted Stock Units which
are not vested as of the date of such Termination of Employment shall not vest and shall be immediately cancelled for no value.
Except as otherwise provided in this Section 5.7 and in the agreement evidencing the Award, Restricted Stock Units shall vest in
equal installments on the first, second and third anniversaries of the Grant Date, subject to the provisions applicable to Termination
of Employment as provided in the Plan and the agreement evidencing the Award. Notwithstanding the foregoing, in the event of (i)
death, (ii) disability as the result of a work injury, or (iii) retirement on or after age 60, a participant's RSUs shall continue
to vest in installments on each subsequent vesting date after such event. In the event of death, a participant's awards shall be
paid to his personal representative or estate as provided by applicable law. In addition, RSUs will be forfeited and cancelled
if a Participant becomes an independent director, supervisor or other person who is not eligible to hold RSUs of the Company. The
Committee, in its sole discretion, may (but shall not be required to) reallocate all or a portion of Restricted Stock Units forfeited
by a participant to a different participant or participants continuing in employment on such vesting schedule as the Committee
shall determine.


 






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5.8Dividend Equivalents. Restricted
Stock Units granted to a participant shall be credited with dividend equivalent as provided in this Section 5.8. Dividend equivalents
shall be subject to the terms and conditions set forth in the agreement evidencing the Award.


 


(i)Cash Dividends. If the Company
declares and pays a cash dividend on Common Shares, then the participant's account shall be credited as of the payment date for
such dividend with a cash amount equal to (A) the number of Restricted Stock Units credited to the participant as of the record
date for such dividend, multiplied by (B) the amount of cash actually paid as a dividend on each share at such payment date.


 


(ii)Non-Stock Dividends. If the
Company declares and pays a dividend on Common Shares in the form of property other than Common Shares, then an amount of cash
shall be credited to the participant as of the payment date for such dividend equal to (A) the number of Restricted Stock Units
credited to the participant as of the record date for such dividend, multiplied by (B) the fair market value of any property other
than shares actually paid as a dividend on each share at such payment date .


 


(iii)Modifications to Dividend Equivalents
Policy. Other provisions of this Section 5.8 notwithstanding, the Committee may modify the manner of payment or crediting of
dividend equivalents hereunder, in order to coordinate the value of a participant’s accounts with any trust holding shares
established under Section 5.6, for administrative convenience, or for any other reason.


 


(iv)Payment of Dividend Equivalents.
Dividend equivalents credited to a participant's account under Section 5.8 shall be paid by the Trustee to a participant within
ninety (90) days of receipt by the Trustee of dividends paid in respect of ADSs held by the trust (but in no event later than two
and one-half (2 1⁄2) months after the end of the year in which the Trustee received the dividend).


 


5.9Restriction on Transferability.
Except as the Board may otherwise determine or provide in an agreement evidencing an Award, Awards shall not be sold, assigned,
transferred, pledged or otherwise encumbered by the person to whom they are granted, either voluntarily or by operation of law,
except by will or the laws of descent and distribution, and, during the life of the participant, the rights of a participant shall
be exercisable only by the participant. Any Common Shares or ADSs delivered or made available in respect of an Award may be subject
to such special forfeiture conditions, rights of repurchase, rights of first refusal and other transfer restrictions as the Board
may determine. These restrictions will be set forth in the applicable agreement evidencing the Award and will apply in addition
to any restrictions that may apply to holders of Common Shares or ADSs generally. The Company will be under no obligation to sell
or deliver Common Shares or ADSs covered by an Award under the Plan unless the participant executes an agreement giving effect
to the restrictions in the form prescribed by the Company.


 






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5.10Settlement of Restricted Stock
Units; Fractional Shares. The Trustee shall settle Restricted Stock Units (i) by depositing such ADSs or Common Shares (as
directed by the Company) into an account maintained for the participant (or of which the participant is a joint owner, with the
consent of the participant) by a broker-dealer or stock plan administrator, or (ii) by delivering Common Shares or ADSs to the
participant (as directed by the Company. The Trustee may pay cash in lieu of fractional shares, on such basis as the Trustee may
determine. In no event will the Trustee deliver fractional Common Shares or ADSs. The Committee may determine whether, prior to
settlement, Restricted Stock Units will be reflected as whole units only or include fractional units, and related terms.


 


5.11Payment Date. Except as otherwise
provided in this Section 5.11, Section 6 or Section 7, Restricted Stock Units (if not previously cancelled) will be paid to a participant
within ninety (90) days of the vesting date or dates for an RSU set forth in the agreement evidencing the Awards (but in no event
later than two and one-half (2 1⁄2) months after the end of the year in which the RSU vests).


 


5.12Fair Market Value. Unless
otherwise determined by the Committee, "Fair Market Value" of a Common Share on any date means (i) if ADSs are listed
on a national securities exchange or quotation system reporting last-sale information, the closing sales price of an ADS on such
exchange or quotation system on such date or, in the absence of reported sales on such date, the closing sales price on the immediately
preceding date on which sales were reported, divided by the number of Common Shares represented by an ADS; (ii) if Common Shares
are listed on a national securities exchange or quotation system reporting last-sale information, the closing sales price on such
exchange or quotation system on such date or, in the absence of reported sales on such date, the closing sales price on the immediately
preceding date on which sales were reported, provided that if ADSs are also listed on an established trading market, "Fair
Market Value" shall be determined by (i) above; or (iii) if neither Common Shares or ADSs are listed on a national securities
exchange or quotation system providing last-sale information, the fair value as determined by such other method as the Committee
determines in good faith to be reasonable.


 


		6	Termination of Employment.



 


The consequences of a participant’s
Termination of Employment for any reason shall be as set forth in the agreement evidencing the Award. For purposes of this Plan:
"Termination of Employment" means the event by which participant ceases to be employed by the Company or any subsidiary
of the Company and, immediately thereafter, is not employed by or providing substantial services to any of the Company or a subsidiary
of the Company. Neither (i) a transfer of an employee from the Company to a subsidiary or other affiliate of the Company to another,
nor (ii) a duly authorized leave of absence, shall be deemed a Termination of Employment. Service will be deemed to continue while
the participant is on a bona fide leave of absence for less than six months, or if longer, if the participant retains a right to
reemployment with the Company under an applicable law or under the terms of a contract (as determined by the Company).


 






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		7	Adjustment of Shares; Change in Control.



 


7.1Adjustment. If the outstanding
common shares of the Company are increased, decreased, changed into or exchanged for a different number or kind of shares or securities
of the Company through a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or
other similar transaction, the Board shall make such appropriate and proportionate adjustments as it deems necessary or appropriate
in one or more of (i) the number and class of shares subject to the Plan, and (ii) the number of shares or class of shares covered
by each outstanding Award.


 


7.2Change in Control. In the
event that the Company is a party to a Change in Control, the Board may provide for any of the following: (i) the cancellation
of each outstanding Award after payment to the participant of an amount, if any, in cash or cash equivalents equal to the Fair
Market Value of the shares subject to the Award at the time of the merger, consolidation or other reorganization; (ii) the assumption
or continuation by any surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent
company) of any or all Awards outstanding under the Plan or substitution of similar awards for Awards outstanding under the Plan
(including but not limited to, awards to acquire the same consideration paid to the stockholders of the Company pursuant to the
Change in Control), and any assignment by the Company to the successor of the Company (or the successor’s parent company,
if any) of any reacquisition or repurchase rights held by the Company in respect of shares issued pursuant to Awards, in connection
with such Change in Control, provided that the terms of any assumptions, continuation or substitution shall be in accordance with
the requirements of U.S. Internal Revenue Code ("Code") Section 409A to the extent applicable; and (iii) the acceleration
of vesting of all or a portion of the Awards (in full or in part) to a date prior to the effective time of such Change in Control
(contingent upon the effectiveness of the Corporate Transaction) as the Board shall determine.


 


7.3Change in Control. "Change
in Control" means the occurrence of any of the following events:


 


(a)The acquisition by any individual,
entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a "Person"), within any period
of 12 consecutive months, of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 50%
or more of either (A) the then outstanding Common Shares of the Company (the "Outstanding Company Common Shares") or
(B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election
of directors (the "Outstanding Company Voting Securities"); provided, however, that for purposes of this subsection (a),
the following acquisitions shall not constitute a Change in Control: (1) any acquisition directly from the Company, (2) any acquisition
by the Company, (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any
corporation controlled by the Company or (4) any acquisition by any corporation pursuant to a transaction which complies with clauses
(A), (B) and (C) of subsection (c) below; or


 






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(b)Individuals who, as of the date hereof,
constitute the Board (the "Incumbent Board") cease, within any period of 12 consecutive months, for any reason to constitute
at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose
election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the
directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board,
but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened
election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or
consents by or on behalf of a Person other than the Board; or


 


(c)Consummation of a reorganization, merger
or consolidation of the Company (a "Business Combination") or a sale or other disposition of all or substantially all
of the assets of the Company having a total gross fair market value equal to or more than 50% of the Outstanding Company Common
Shares or Outstanding Company Voting Securities other than to a "related party," as such term is defined in the regulations
issued under Code Section 409A, unless, following such Business Combination, (A) all or substantially all of the individuals and
entities who were the beneficial owners, respectively, of the Outstanding Company Common Shares and Outstanding Company Voting
Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively,
the then outstanding common shares and the combined voting power of the then outstanding voting securities entitled to vote generally
in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without
limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s
assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately
prior to such Business Combination of the Outstanding Company Common Shares and Outstanding Company Voting Securities, as the case
may be; (B) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related
trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly,
20% or more of, respectively, the then outstanding common shares of the corporation resulting from such Business Combination or
the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership
existed prior to the Business Combination; and (C) at least a majority of the members of the board of directors of the corporation
resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement,
or of the action of the Board, providing for such Business Combination; or


 


(d)Approval by the shareholders of the
Company of a complete liquidation or dissolution of the Company.


 


7.4No Rights. Except as provided
elsewhere in this Plan, a participant has no rights by reason of (i) any subdivision or consolidation of shares of any class, (ii)
the payment of any dividend or (iii) any other increase or decrease in the number of shares of any class. Any issuance by the Company
of shares of any class, or securities convertible into shares of any class, will not affect the number of Shares subject to an
Award. The grant of an Award under the Plan will not affect in any way the right or power of the Company to make adjustments, reclassifications,
reorganizations or changes of its capital or business structure, to merge or consolidate or to dissolve, liquidate, sell or transfer
all or any part of its business or assets.


 






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		8	General Provisions.



 


8.1Limitation on Rights Conferred
Under Plan. Neither the Plan nor any action taken hereunder shall be construed as (i) giving any eligible employee or participant
the right to continue in the employ or service of the Company or a subsidiary or affiliate, (ii) interfering in any way with the
right of the Company or a subsidiary or affiliate to terminate such eligible employee’s or participant’s employment
or service at any time, (iii) giving an eligible employee or participant any claim to be granted any award under the Plan or to
be treated uniformly with other participants and employees, or (iv) conferring on a participant any of the rights of a stockholder
of the Company unless and until the participant is duly delivered or credited Common Shares (or ADSs representing Common Shares
in which case, the participants shall have only the rights associated with holders of ADSs) in accordance with the terms of an
award. Except as expressly provided in the Plan and an Award agreement, neither the Plan nor any Award agreement shall confer on
any person other than the Company and the participant any rights or remedies thereunder.


 


8.2Committee May Impose Conditions;
Right of Setoff. The Company or any subsidiary may, to the extent permitted by applicable law, deduct from and set off against
any amounts the Company or a subsidiary or affiliate may owe to a participant from time to time pursuant to any Award under the
Plan, any amounts owed by the participant to the Company or any subsidiary or affiliate, although participant shall remain liable
for any part of participant’s payment obligation not satisfied through such deduction and setoff.


 


8.3Tax Withholding Obligation.
A participant shall be solely responsible for payment of all income social security, and other applicable taxes on Awards. Whenever
under the Plan a participant or a Trustee incurs income tax liability, obligations or other tax obligations in connection with
an Award, whether at the time of grant, vesting or settlement of Restricted Stock Units, the Company shall be entitled to require,
as a condition of grant, vesting, or settlement of the award, that the participant remit or, in appropriate cases, agree to remit
when due an amount sufficient to satisfy all applicable withholding tax requirements relating thereto. At the election of the Company,
such mandatory withholding amounts may be remitted by check payable to the Company, in Common Shares or ADSs representing Common
Shares, by the Company’s withholding of Common Shares deliverable hereunder, or any combination thereof; provided, however,
that in no event may shares be withheld to satisfy a tax obligation of participant in excess of the mandatory tax withholding obligations
arising in connection with the participant’s award. If so determined by the Committee, a participant may be permitted to
elect from among alternative methods of satisfying withholding obligations.


 


8.4Governing Law. The validity,
construction, and effect of the Plan, any rules and regulations relating to the Plan and any award agreement shall be determined
in accordance with the laws of the Cayman Islands without giving effect to principles of conflicts of laws.


 


8.5Nonexclusivity of the Plan.
The adoption of the Plan by the Board of Directors shall not be construed as creating any limitations on the power of the Board
of Directors or a committee thereof to adopt such other incentive arrangements, apart from the Plan, as it may deem desirable,
and such other arrangements may be either applicable generally or only in specific cases.


 






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8.6Changes to the Plan and Awards.
The Board of Directors may amend, suspend or terminate the Plan or the Committee’s authority to grant Awards under the Plan
without the consent of participants; provided, however, that, without the consent of an affected participant, no such Board action
may materially and adversely affect the rights of such participant under any outstanding Award. The Committee may amend any outstanding
Award without the consent of the affected participant; provided, however, that, without such consent, no such action may materially
and adversely affect the rights of such participant under any outstanding Award. For purposes of this Section 8.6, accelerated
settlement of an Award shall not be considered a materially adverse effect on the rights of a participant, regardless of the tax
consequences to such participant.


 


8.7Compliance with Legal and Other
Requirements. The Company may, to the extent deemed necessary or advisable by the Committee, postpone the delivery of shares
or payment of other benefits under any Award until completion of registration or qualification of the Common Shares or other required
action under any applicable law, rule or regulation, listing or other required action with respect to any stock exchange or automated
quotation system upon which the Common Shares or other securities of the Company are listed or quoted, or compliance with any other
obligation of the Company, as the Committee may consider appropriate, and may require any participant to make such representations,
furnish such information and comply with or be subject to such other conditions as it may consider appropriate in connection with
the delivery of shares or payment of other benefits in compliance with applicable laws, rules, and regulations, listing requirements,
or other obligations.


 


8.8Compliance with Code Section 409A.
It is intended that the Awards granted under the Plan shall be exempt from, or in compliance with Code Section 409A to the extent
applicable. In the event any of the Awards issued under the Plan are subject to Code Section 409A it is intended that no payment
or entitlement pursuant to this Plan will give rise to any adverse tax consequences to a participant under Code Section 409A and
regulations and other interpretive guidance issued thereunder, including that issued after the date hereof. The Plan shall be interpreted
to that end and, consistent with that objective and notwithstanding any provision herein to the contrary, the Company may unilaterally
take any action it deems necessary or desirable to amend any provision herein to avoid the application of or excise tax under Code
Section 409A. Further, no effect shall be given to any provision herein in a manner that reasonably could be expected to give rise
to adverse tax consequences under that provision. Neither the Company nor its current employees, officers, directors, representatives
or agents shall have any liability to any current or former participant with respect to any accelerated taxation, additional taxes,
penalties or interest for which any current or former participant may become liable in the event that any amounts payable under
the Plan are determined to violate Code Section 409A.No amount of nonqualified deferred compensation under Code Section 409A shall
be payable upon a termination of the Employee's employment unless such termination constitutes a "separation from service"
with the Company under Code Section 409A. To the maximum extent permitted by applicable law, amounts payable to the Employee shall
be made in reliance upon the exception for certain involuntary terminations under a separation pay plan or as a short-term deferral
under Code Section 409A. To the extent any amounts payable upon the Employee's separation from service are nonqualified deferred
compensation under Code Section 409A, and if the Employee is at such time a "specified employee", then to the extent
required under Code Section 409A payment of such amounts shall be postponed until six (6) months following the date of the
Employee's separation from service (or until any earlier date of the Employee's death), upon which date all such postponed amounts
shall be paid to the Employee in a lump sum. The determination of whether the Employee is a specified employee at the time of his
separation from service shall be made by the Company in accordance with Code Section 409A.


 


		9	Plan Effective Date and Termination.



 


The Plan became effective on May 23, 2014.
Unless earlier terminated by action of the Board of Directors, the Plan will remain in effect until such time as no Common Shares
remain available for delivery under the Plan and the Company has no further rights or obligations with respect to outstanding Awards
under the Plan.


 








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