EX-10.1






Exhibit 10.1




LINKAGE TECHNOLOGIES INTERNATIONAL HOLDINGS LIMITED




2009 SHARE INCENTIVE PLAN




ARTICLE
1


PURPOSE




     The purpose of this 2009 Share Incentive Plan (the “Plan”) is to promote the success
and enhance the value of Linkage Technologies International Holdings Limited, a company
incorporated under the laws of the Cayman Islands (the “Company”) by linking the personal
interests of the members of the Board, Employees, and Consultants to those of the Company’s
shareholders and by providing such individuals with an incentive for outstanding performance to
generate superior returns to Company shareholders. The Plan is further intended to provide
flexibility to the Company in its ability to motivate, attract, and retain the services of members
of the Board, Employees, and Consultants upon whose judgment, interest, and special effort the
successful conduct of the Company’s operation is largely dependent.



ARTICLE 2


DEFINITIONS AND CONSTRUCTION




     Wherever the following terms are used in the Plan, they shall have the meanings specified
below, unless the context clearly indicates otherwise. The singular pronoun shall include the
plural where the context so indicates.



     2.1 “Applicable Laws” means (i) the laws of the Cayman Islands as they relate to the
Company and its Shares; (ii) the legal requirements relating to the Plan and the Awards under
applicable provisions of the corporate, securities, tax and other laws, rules, regulations and
government orders; and (iii) the rules of any applicable stock exchange, of any jurisdiction
applicable to Awards granted to residents therein.



     2.2 “Award” means an Option, Restricted Share, Restricted Share Unit or any other form
of award granted to a Participant pursuant to the Plan.



     2.3 “Award Agreement” means any written agreement, contract, or other instrument or
document evidencing an Award, including through electronic medium.



     2.4 “Board” means the Board of Directors of the Company from time to time.



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



     2.6 “Committee” means the committee of the Board described in Article 9.



 









 





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



     2.8 “Corporate Transaction” means any of the following transactions or occurrences,
provided, however, that the Committee shall determine whether multiple transactions are related,
and its determination shall be final, binding and conclusive:




     (a) an amalgamation, arrangement, consolidation or scheme of arrangements (i) in which
the Company is not the surviving entity, except for any such transaction the principal purpose
of which is to change the jurisdiction in which the Company is incorporated, or (ii) following
which the holders of the voting securities of the Company do not continue to hold more than
fifty percent (50%) of the combined voting power of the voting securities of the surviving
entity;




     (b) the sale, transfer or other disposition of all or substantially all of the assets of
the Company (including the capital stock or other equity securities of the Company’s
Subsidiaries and Related Entities);




     (c) the completion of a voluntary or insolvent liquidation or dissolution of the Company;




     (d) the direct or indirect acquisition by any person or related group of persons (other
than the Company or 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 under the Exchange Act) of securities possessing at least thirty percent (30%) of
the total combined voting power of the Company’s outstanding securities, unless such
acquisition is approved by the Board; or




     (e) the individuals who, as of the Effective Date, are members of the Board (the
“Incumbent Board”), cease for any reason to constitute at least fifty percent (50%) of
the Board; provided that if the election, or nomination for election by the Company’s
shareholders, of any new member of the Board is approved by the Incumbent Board pursuant to
the then effective Articles of Association of the Company, such new member of the Board shall
be considered a member of the Incumbent Board.



     2.9 “Disability” means, with respect to a Participant, that the Participant qualifies
to receive long-term disability payments under the long-term disability insurance program, as it
may be amended from time to time, of a Service Recipient to which the Participant provides services
regardless of whether the Participant is covered by such policy. If the Service Recipient to which
the Participant provides services does not have a long-term disability plan in place, “Disability”
means that the Participant is unable to carry out the responsibilities and functions of the position held by the



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Participant
by reason of any medically determinable physical or mental impairment for a period of not less than
180 consecutive days in any 12-month period, unless a longer period is required by applicable law,
in which case that longer period would apply. A Participant will not be considered to have
incurred a Disability unless he or she furnishes proof of such impairment sufficient to satisfy the
Committee in its discretion.



     2.10 “Effective Date” shall have the meaning set forth in Section 10.1.



     2.11 “Employee” means any person who is in the employ of a Service Recipient,
including any officer of the Service Recipient or any member of the board of directors of the
Service Recipient, subject to the control and direction of the Service Recipient as to both the
work to be performed and the manner and method of performance. The payment of a director’s fee by
a Service Recipient shall not be sufficient to constitute “employment” by the Service Recipient.



     2.12 “Exchange Act” means the Securities Exchange Act of 1934 of the United States, as
amended.



     2.13 “Fair Market Value” means, as of any date, the value of Shares determined as
follows:




     (a) If the Shares are listed on one or more established and regulated stock exchanges or
national market systems, including without limitation, The Nasdaq Global Market, its Fair
Market Value shall be the closing sales price for such shares (or the closing bid, if no sales
were reported) as quoted on the principal exchange or system on which the Shares are listed
(as determined by the Committee) on the last trading date, on which such closing sales price
or closing bid was reported, prior to the date of determination, as reported in The Wall
Street Journal or such other source as the Committee deems reliable;




     (b) If the Shares are regularly quoted on an automated quotation system (including the
OTC Bulletin Board) or by a recognized securities dealer, its Fair Market Value shall be the
closing sales price for such shares as quoted on such system or by such securities dealer on
the date of determination, but, if selling prices are not reported, the Fair Market Value of a
Share shall be the mean between the high bid and low asked prices for the Shares on the date
of determination (or, if no such prices were reported on that date, on the last date such
prices were reported), as reported in The Wall Street Journal or such other source as the
Committee deems reliable; or




     (c) In the absence of an established market for the Shares of the type described in (a)
and (b) above, the Fair Market Value thereof shall be determined by the Committee in good
faith and in its discretion by reference to (i) the placing price of the latest private
placement of the Shares and the development of the Company’s business operations and the
general economic and market conditions since such latest private placement, (ii) other third
party transactions involving the Shares and the development of the Company’s business operation and the
general economic and market conditions since such transaction, (iii) an



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independent valuation of the Shares, or (iv) such other methodologies or information as the Committee determines to
be indicative of Fair Market Value.



     2.14 “Incentive Share Option” means an Option that is intended to meet the
requirements of Section 422 of the Code or any successor provision thereto.



     2.15 “Independent Director” means a member of the Board who qualifies as an
“independent director” as defined under the Nasdaq Marketplace Rules.



     2.16 “Non-Qualified Share Option” means an Option that is not intended to be an
Incentive Share Option.



     2.17 “Option” means a right granted to a Participant pursuant to Article 5 of the Plan
to purchase a specified number of Shares at a specified price during specified time periods. An
Option may be either an Incentive Share Option or a Non-Qualified Share Option.



     2.18 “Participant” means a person who, as a member of the Board or the board of
directors of a Service Recipient, Consultant or Employee, has been granted an Award pursuant to the
Plan.



     2.19 “Parent” means a parent corporation under Section 424(e) of the Code.



     2.20 “Plan” means this 2009 Share Incentive Plan, as it may be amended from time to
time.



     2.21 “Related Entity” means any business, corporation, partnership, limited liability
company or other entity in which the Company, a Parent or Subsidiary of the Company holds a
substantial ownership interest, directly or indirectly but which is not a Subsidiary and which the
Board designates as a Related Entity for purposes of the Plan.



     2.22 “Restricted Share” means a Share awarded to a Participant pursuant to Article 6
that is subject to certain restrictions and may be subject to risk of forfeiture.



     2.23 “Restricted Share Unit” means the right granted to a Participant pursuant to
Article 6 to receive a Share at a future date.



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



     2.25 “Service Recipient” means the Company, any Parent or Subsidiary of the Company
and any Related Entity to which a Participant provides services as an Employee, Consultant or as a
member of the Board or the board of directors, as applicable.



     2.26 “Shares” means Ordinary Shares, par value US$0.01 per share, of the Company, and
such other securities of the Company that may be substituted for Shares pursuant to Article 8.



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     2.27 “Subsidiary” means any corporation or other entity of which a majority of the
outstanding voting shares or voting power is beneficially owned directly or indirectly by the
Company.



ARTICLE 3


SHARES SUBJECT TO THE PLAN




3.1 Number of Shares.




     (a) Subject to the provisions of Article 8 and Section 3.1(b), the aggregate number of
Shares which may be issued pursuant to all Awards under the Plan shall be 61,979,069.




     (b) To the extent that an Award terminates, expires or lapses for any reason, or is
settled in cash and not Shares, then any Shares subject to the Award shall again be available
for the grant of an Award pursuant to the Plan. To the extent permitted by Applicable Laws,
Shares issued in assumption of, or in substitution for, any outstanding awards of any entity
acquired in any form or combination by the Company or any Parent or Subsidiary of the Company
shall not be counted against Shares available for grant pursuant to the Plan. Shares
delivered by the Participant or withheld by the Company upon the exercise of any Award under
the Plan, in payment of the exercise price thereof or tax withholding thereon, may again be
optioned, granted or awarded hereunder, subject to the limitations of Section 3.1(a). If any
Restricted Shares are forfeited by the Participant or repurchased by the Company, such Shares
may again be optioned, granted or awarded hereunder, subject to the limitations of Section
3.1(a). Notwithstanding the provisions of this Section 3.1(b), no Shares may again be
optioned, granted or awarded if such action would cause an Incentive Share Option to fail to
qualify as an incentive share option under Section 422 of the Code.



3.2 Shares Distributed. Any Shares distributed pursuant to an Award may consist, in
whole or in part, of authorized and unissued Shares, treasury Shares (subject to Applicable Laws)
or Shares purchased on the open market. Additionally, in the discretion of the Committee, American
Depository Shares in an amount equal to the number of Shares which otherwise would be distributed
pursuant to an Award may be distributed in lieu of Shares in settlement of any Award. If the
number of Shares represented by an American Depository Share is other than on a one-to-one basis,
the limitations of Section 3.1 shall be adjusted to reflect the distribution of American Depository
Shares in lieu of Shares.





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ARTICLE 4


ELIGIBILITY AND PARTICIPATION




4.1 Eligibility. Persons eligible to participate in this Plan include Employees,
Consultants, and all members of the Board or the board of directors of a Service Recipient, as
determined by the Committee.



4.2 Participation. Subject to the provisions of the Plan, the Committee may, from time
to time, select from among all eligible individuals, those to whom Awards shall be granted and
shall determine the nature and amount of each Award. No individual shall have any right to be
granted an Award pursuant to this Plan.



4.3 Jurisdictions. In order to assure the viability of Awards granted to Participants
employed in various jurisdictions, the Committee may provide for such special terms as it may
consider necessary or appropriate to accommodate differences in local law, tax policy, or custom
applicable in the jurisdiction in which the Participant resides or is employed. Moreover, the
Committee may approve such supplements to, or amendments, restatements, or alternative versions of,
the Plan as it may consider necessary or appropriate for such purposes without thereby affecting
the terms of the Plan as in effect for any other purpose; provided, however, that no such
supplements, amendments, restatements, or alternative versions shall increase the share limitations
contained in Section 3.1 of the Plan. Notwithstanding the foregoing, the Committee may not take any
actions hereunder, and no Awards shall be granted, that would violate any Applicable Laws.




ARTICLE
5


OPTIONS



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





(a) Exercise Price. The exercise price per Share subject to an Option shall be
determined by the Committee and set forth in the Award Agreement which may be a fixed or
variable price related to the Fair Market Value of the Shares; provided, however, that no
Option may be granted to an individual subject to taxation in the United States at less than
the Fair Market Value on the date of grant. The exercise price per Share subject to an Option
may be amended or adjusted in the absolute discretion of the Committee or the Board, the
determination of which shall be final, binding and conclusive. For the avoidance of doubt, to
the extent not prohibited by Applicable Laws (including any applicable exchange rule), a
downward adjustment of the exercise prices of Options mentioned in the preceding sentence
shall be effective without the approval of the Company’s shareholders or the approval of the
affected Participants.




(b) Time and Conditions of Exercise. The Committee shall determine the time or
times at which an Option may be exercised in whole or in part, including
exercise prior to vesting; provided that the term of any Option granted under the Plan
shall not exceed ten years, except as provided in Section 11.1. The Committee shall also
determine any conditions, if any, that must be satisfied before all or part of an Option may
be exercised.



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




(d) Evidence of Grant. All Options shall be evidenced by an Award Agreement
between the Company and the Participant. The Award Agreement shall include such additional
provisions as may be specified by the Committee.


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





(a) Expiration of Option. An Incentive Share Option may not be exercised to any
extent by anyone after the first to occur of the following events:




     (i) Ten years from the date it is granted, unless an earlier time is set in the
Award Agreement;




     (ii) Three months after the Participant’s termination of employment as an Employee
other than for Disability or death; and




     (iii) One year after the date of the Participant’s termination of employment or
service on account of Disability or death. Upon the Participant’s Disability or death,
any Incentive Share Option exercisable at the Participant’s Disability or death may be
exercised by the Participant’s legal representative or representatives, by the person or persons entitled to do so
pursuant to the Participant’s last will and testament, or, if the Participant fails to
make testamentary disposition of such Incentive Share Option or dies intestate, by the
person or persons entitled to receive the Incentive Share Option pursuant to the
applicable laws of descent and distribution.



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




(c) Exercise Price. The exercise price of an Incentive Share Option shall be
equal to the Fair Market Value on the date of grant. However, the exercise price of any
Incentive Share Option shall be granted to any individual who, at the date of grant, owns
Shares possessing more than ten percent of the total combined voting power of all classes of
            shares of the Company only if such Option is granted at a price that is not less than 110% of
Fair Market Value on the date of grant and the Option is exercisable for no more than five
years from the date of grant.




(d) Transfer Restriction. The Participant shall give the Company prompt notice of
any disposition of Shares acquired by exercise of an Incentive Share Option within (i) two
years from the date of grant of such Incentive Share Option or (ii) one year after the
transfer of such Shares to the Participant.




(e) Expiration of Incentive Share Options. No Award of an Incentive Share Option
may be made pursuant to this Plan after the tenth anniversary of the Effective Date.




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



ARTICLE 6


RESTRICTED SHARES AND RESTRICTED SHARE UNITS



6.1 Grant of Restricted Shares. The Committee is authorized to make Awards of
Restricted Shares and/or Restricted Share Units to any Participant selected by the Committee in
such amounts and subject to such terms and conditions as determined by the Committee.



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



6.3 Forfeiture/Repurchase. Except as otherwise determined by the Committee at the time
of the grant of the Award or thereafter, upon termination of employment or service during the
applicable restriction period, Restricted Shares that are at that time subject to restrictions
shall be forfeited or repurchased in accordance with the Award Agreement; provided, however, that
the Committee may (a) provide in any Restricted


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Share Award Agreement that restrictions or
forfeiture and repurchase conditions relating to Restricted Shares will be waived in whole or in
part in the event of terminations resulting from specified causes, and (b) in other cases waive in
whole or in part restrictions or forfeiture and repurchase conditions relating to Restricted
Shares.



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



6.5 Restricted Share Units. At the time of grant, the Committee shall specify the
date or dates on which the Restricted Share Units shall become fully vested and nonforfeitable, and
may specify such conditions to vesting as it deems appropriate. At the time of grant, the
Committee shall specify the maturity date applicable to each grant of Restricted Share Units which
shall be no earlier than the vesting date or dates of the Award and may be determined at the
election of the grantee. On the maturity date, the Company shall, subject to Sections 7.4 and 7.5,
transfer to the Participant one unrestricted, fully transferable Share for each Restricted Share
Unit scheduled to be paid out on such date and not previously forfeited.




ARTICLE 7


PROVISIONS APPLICABLE TO AWARDS



7.1 Award Agreement. Awards under the Plan shall be evidenced by Award Agreements that
set forth the terms, conditions and limitations for each Award which may include the term of an
Award, the provisions applicable in the event the Participant’s employment or service terminates,
and the Company’s authority to unilaterally or bilaterally amend, modify, suspend, cancel or
rescind an Award.



7.2 Limits on Transfer. No right or interest of a Participant in any Award may be
pledged, encumbered, or hypothecated to or in favor of any party other than the Company or a
Subsidiary, or shall be subject to any lien, obligation, or liability of such Participant to any
other party other than the Company or a Subsidiary. Except as otherwise provided by the Committee,
no Award shall be assigned, transferred, or otherwise disposed of by a Participant other than by
will or the laws of descent and
distribution. The Committee by express provision in the Award or an amendment thereto may
permit an Award (other than an Incentive Share Option) to be transferred to, exercised by and paid
to certain persons or entities related to the Participant, including but not limited to members of
the Participant’s family, charitable institutions, or trusts or other entities whose beneficiaries
or beneficial owners are members of the Participant’s family and/or charitable institutions, or to
such other persons or entities as may be expressly approved by the Committee, pursuant to such
conditions and procedures as the Committee may establish. Any permitted transfer shall be subject
to the condition that the Committee receive evidence satisfactory to it


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 that the transfer is being
made for estate and/or tax planning purposes (or to a “blind trust” in connection with the
Participant’s termination of employment or service with the Company or a Subsidiary to assume a
position with a governmental, charitable, educational or similar non-profit institution) and on a
basis consistent with the Company’s lawful issue of securities.



7.3 Beneficiaries. Notwithstanding Section 7.2, a Participant may, in the manner
determined by the Committee, designate a beneficiary to exercise the rights of the Participant and
to receive any distribution with respect to any Award upon the Participant’s death. A beneficiary,
legal guardian, legal representative, or other person claiming any rights pursuant to the Plan is
subject to all terms and conditions of the Plan and any Award Agreement applicable to the
Participant, except to the extent the Plan and Award Agreement otherwise provide, and to any
additional restrictions deemed necessary or appropriate by the Committee. If the Participant is
married and resides in a community property jurisdiction, a designation of a person other than the
Participant’s spouse as his or her beneficiary with respect to more than 50% of the Participant’s
interest in the Award shall not be effective without the prior written consent of the Participant’s
spouse. If no beneficiary has been designated or survives the Participant, payment shall be made
to the person entitled thereto pursuant to the Participant’s will or the laws of descent and
distribution. Subject to the foregoing, a beneficiary designation may be changed or revoked by a
Participant at any time provided a written form of the change or revocation is filed with the
Committee prior thereto.



7.4 Share Issuance. Notwithstanding anything herein to the contrary, the Company shall
not be required to issue or deliver any certificates or make any book entries evidencing Shares
pursuant to the exercise of any Award, unless and until the Board has determined, with advice of
counsel, that the issuance and delivery of such Shares are in compliance with all Applicable Laws,
regulations of governmental authorities and, if applicable, the requirements of any exchange on
which the Shares are listed or traded. All Share certificates delivered pursuant to the Plan and
all Shares issued pursuant to book entry procedures are subject to any stop-transfer orders and
other restrictions as the Committee deems necessary or advisable to comply with all Applicable
Laws, and the rules of any national securities exchange or automated quotation system on which the
Shares are listed, quoted, or traded. The Committee may place legends on any Share certificate to
reference restrictions applicable to the Share. In addition to the terms and conditions provided
herein, the Board may require that a Participant make such reasonable covenants, agreements,
and representations as the Board, in its discretion, deems advisable in order to comply with
any such laws, regulations, or requirements. The Committee shall have the right to require any
Participant to comply with any timing or other restrictions with respect to the settlement or
exercise of any Award, including a window-period limitation, as may be imposed in the discretion of
the Committee. Notwithstanding any other provision of the Plan, unless otherwise determined by the
Committee or required by Applicable Law, the Company shall not be required to deliver to any
Participant certificates evidencing Shares issued in connection with any Award and instead such
Shares shall be recorded in the register of members of the Company or, as applicable, its transfer
agent or stock plan administrator.




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7.5 Paperless Administration. Subject to Applicable Laws, the Committee may make
Awards, provide applicable disclosure and procedures for exercise of Awards by an internet website
or interactive voice response system for the paperless administration of Awards.



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




ARTICLE 8


CHANGES IN CAPITAL STRUCTURE



8.1 Adjustments. In the event of any distribution, share split, combination or
exchange of Shares, amalgamation, arrangement or consolidation, reorganization of the Company,
including the Company becoming a subsidiary in a transaction not involving a Corporate Transaction,
spin-off, recapitalization or other distribution (other than normal cash dividends) of Company
assets to its shareholders, or any other change affecting the Shares or the share price of a Share,
the Committee shall make such proportionate and equitable adjustments, if any, to reflect such
change with respect to (a) the aggregate number and type of shares that may be issued under the
Plan (including, but not limited to, adjustments of the limitations in Section 3.1 and
substitutions of shares in a parent or surviving company); (b) the terms and conditions of any
outstanding Awards (including, without limitation, any applicable performance targets or criteria
with respect thereto); and (c) the grant or exercise price per share for any outstanding Awards
under the Plan. The form and manner of any such adjustments shall be determined by the Committee in
its sole discretion.



8.2 Outstanding Awards – Corporate Transactions. Except as provided otherwise in an
individual Award Agreement or any other written agreement entered into by and between the Company
and a Participant:





     (a) Upon an occurrence of a Corporate Transaction set forth in Sections 2.8(d) and
2.8(e), the vesting of a Participant’s Awards shall accelerate by one (1) year upon the
occurrence of such a Corporate Transaction.




     (b) Upon, or in anticipation of, a Corporate Transaction, the Committee may in its sole
discretion provide for (i) any and all Awards outstanding hereunder to terminate at a specific
time in the future and shall give each Participant the right to exercise such Awards during a
period of time as the Committee shall determine, (ii) either the purchase of any Award for an
amount of cash equal to the amount that could have been attained upon the exercise of such
Award or realization of the Participant’s rights had such Award been



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currently exercisable or
payable or fully vested (and, for the avoidance of doubt, if as of such date the Committee
determines in good faith that no amount would have been attained upon the exercise of such
Award or realization of the Participant’ s rights, then such Award may be terminated by the
Company without payment), (iii) the replacement of such Award with other rights or property
selected by the Committee in its sole discretion or the assumption of or substitution of such
Award by the successor or surviving corporation, or a parent or subsidiary thereof, with
appropriate adjustments as to the number and kind of Shares and prices, or (iv) provide for
payment of Awards in cash based on the value of Shares on the date of the Corporate
Transaction plus reasonable interest on the Award through the date such Award would otherwise
be vested or have been paid in accordance with its original terms, if necessary to comply with
Section 409A of the Code.


8.3 Outstanding Awards – Other Changes. In the event of any other change in the
capitalization of the Company or corporate change other than those specifically referred to in this
Article 8, the Committee may, in its absolute discretion, make such adjustments in the number and
class of shares subject to Awards outstanding on the date on which such change occurs and in the
per share grant or exercise price of each Award as the Committee may consider appropriate to
prevent dilution or enlargement of rights.



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




ARTICLE 9


ADMINISTRATION



9.1 Committee. The Plan shall be administered by the Compensation Committee of the
Board; provided, however that the Compensation Committee may delegate to a committee of one or more
members of the Board the authority to grant or amend
Awards to Participants other than Independent Directors and executive officers of the Company.
The Committee shall consist of at least two individuals, each of whom qualifies as a “non-employee
director” within the meaning of Rule 16b-3(b)(3) under the Exchange Act. Reference to the
Committee shall refer to the Board if the Compensation Committee has not been established or ceases
to exist and the Board does not appoint a successor Committee. Notwithstanding the foregoing, the
full Board, acting by majority of its members in office shall conduct the general administration of
the Plan if required by Applicable Laws, and with respect to Awards granted to Independent
Directors and for purposes of such Awards the term “Committee” as used in the Plan shall be deemed
to refer to the Board.



9.2 Action by the Committee. A majority of the Committee shall constitute a quorum.



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



9.3 Authority of Committee. Subject to any specific designation in the Plan, the
Committee has the exclusive power, authority and discretion to:





     (a) Designate eligible Employees, members of the Board and Consultants to receive Awards;




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




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




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




     (e) Determine whether, to what extent, and pursuant to what circumstances an Award may be
settled in, or the exercise price of an Award may be paid in, cash, Shares, other Awards, or
other property, or an Award may be canceled, forfeited, or surrendered (whether or not in
exchange for another Award or combination of Awards);




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




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




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




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




     (j) Make all other decisions and determinations that may be required pursuant to the Plan
or as the Committee deems necessary or advisable to administer the Plan.


9.4 Decisions Binding. The Committee’s interpretation of the Plan, any Awards


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 granted
pursuant to the Plan, any Award Agreement and all decisions and determinations by the Committee
with respect to the Plan are final, binding, and conclusive on all parties.




ARTICLE 10


EFFECTIVE AND EXPIRATION DATE



10.1 Effective Date. The Plan has been adopted and approved by the Board, subject to
shareholder approval. The Plan will be effective as of the date it is adopted and approved by the
Board (the “Effective Date”). The Plan will be deemed to be approved by the shareholders if
it receives the affirmative vote of a majority of the votes of the issued and outstanding shares of
the Company entitled to vote and present at a meeting duly held in accordance with the applicable
provisions of the Company’s Memorandum of Association and Articles of Association.



10.2 Expiration Date. The Plan will expire on, and no Award may be granted pursuant to
the Plan after, the tenth anniversary of the Effective Date. Any Awards that are outstanding on
the tenth anniversary of the Effective Date shall remain in force according to the terms of the
Plan and the applicable Award Agreement.




ARTICLE 11


AMENDMENT, MODIFICATION, AND TERMINATION



11.1 Amendment, Modification, and Termination. With the approval of the Board, at any
time and from time to time, the Committee may terminate, amend or modify the Plan; provided,
however, that (a) to the extent necessary and desirable to comply with Applicable Laws, or stock
exchange rules, the Company shall obtain shareholder approval of any Plan amendment in such a
manner and to such a degree as required, and (b) shareholder approval is required for any amendment
to the Plan that (i) increases the number of Shares available under the Plan (other than any
adjustment as provided by Article 8), (ii) permits the Committee to extend the term of the Plan or
the exercise period for an Option beyond ten years from the date of grant,
or (iii) results in a material increase in benefits or a change in eligibility requirements.



11.2 Awards Previously Granted. Except with respect to amendments made pursuant to
Section 12.15, no termination, amendment, or modification of the Plan shall adversely affect in any
material way any Award previously granted pursuant to the Plan without the prior written consent of
the Participant.




ARTICLE 12


GENERAL PROVISIONS



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




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



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



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



12.5 Effect of Plan upon Other Compensation Plans. The adoption of the Plan shall not
affect any other compensation or incentive plans in effect for any Service Recipient. Nothing in
the Plan shall be construed to limit the right of any Service Recipient: (a) to establish any
other forms of incentives or compensation for Employees, members of the Board or board of any
Service Recipient or Consultants, or (b) to grant or assume options or other rights or awards
otherwise than under the Plan in connection with any proper corporate purpose including without
limitation, the grant or assumption of options in connection with the acquisition by purchase,
lease, merger, consolidation or otherwise, of the business, stock or assets of any corporation,
partnership, limited liability company, firm or association.



12.6 Unfunded Status of Awards. The Plan is intended to be an “unfunded” plan for
incentive compensation. With respect to any payments not yet made to a Participant pursuant to an
Award, nothing contained in the Plan or any Award Agreement shall give the Participant any rights
that are greater than those of a general creditor of the Company or any Subsidiary.




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12.7 Indemnification. To the extent allowable pursuant to applicable law, each member
of the Committee or of the Board shall be indemnified and held harmless by the Company from any
loss, cost, liability, or expense that may be imposed upon or reasonably incurred by such member in
connection with or resulting from any claim, action, suit, or proceeding to which he or she may be
a party or in which he or she may be involved by reason of any action or failure to act pursuant to
the Plan and against and from any and all amounts paid by him or her in satisfaction of judgment in
such action, suit, or proceeding against him or her; provided that he or she gives the Company an
opportunity, at its own expense, to handle and defend the same before he or she undertakes to
handle and defend it on his or her own behalf. The foregoing right of indemnification shall not be
exclusive of any other rights of indemnification to which such persons may be entitled pursuant to
the Company’s Memorandum of Association and Articles of Association, as a matter of law, or
otherwise, or any power that the Company may have to indemnify them or hold them harmless.



12.8 Relationship to other Benefits. No payment pursuant to the Plan shall be taken
into account in determining any benefits pursuant to any pension, retirement, savings, profit
sharing, group insurance, welfare or other benefit plan of the Company or any Subsidiary except to
the extent otherwise expressly provided in writing in such other plan or an agreement thereunder.



12.9 Expenses. The expenses of administering the Plan shall be borne by the Company
and its Subsidiaries.



12.10 Titles and Headings. The titles and headings of the Sections in the Plan are for
convenience of reference only and, in the event of any conflict, the text of the Plan, rather than
such titles or headings, shall control.



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



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



12.13 Governing Law. The Plan and all Award Agreements shall be construed in
accordance with and governed by the laws of the Cayman Islands.



12.14 Section 409A. To the extent that the Committee determines that any Award granted
under the Plan is or may become subject to Section 409A of the Code, the Award Agreement evidencing
such Award shall incorporate the terms and conditions required by Section 409A of the Code. To the
extent applicable, the Plan and the


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 Award Agreements shall be interpreted in accordance with
Section 409A of the Code and the U.S. Department of Treasury regulations and other interpretative
guidance issued thereunder, including without limitation any such regulation or other guidance that
may be issued after the Effective Date. Notwithstanding any provision of the Plan to the contrary,
in the event that following the Effective Date the Committee determines that any Award may be
subject to Section 409A of the Code and related U.S. Department of Treasury guidance (including
such U.S. Department of Treasury guidance as may be issued after the Effective Date), the Committee
may adopt such amendments to the Plan and the applicable Award agreement or adopt other policies
and procedures (including amendments, policies and procedures with retroactive effect), or take any
other actions, that the Committee determines is necessary or appropriate to (a) exempt the Award
from Section 409A of the Code and /or preserve the intended tax treatment of the benefits provided
with respect to the Award, or (b) comply with the requirements of Section 409A of the Code and
related U.S. Department of Treasury guidance.



12.15 Appendices. The Committee may approve such supplements, amendments or appendices
to the Plan as it may consider necessary or appropriate for purposes of compliance with applicable
laws or otherwise and such supplements, amendments or appendices shall be considered a part of the
Plan; provided, however, that no such supplements shall increase the share limitations contained in
Section 3.1 of the Plan.




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