Exhibit



Exhibit 10.9



AGORA, INC.
GLOBAL EQUITY INCENTIVE PLAN
1.    Purposes of the Plan; Award Types.
1.1    Purposes of the Plan.  The purposes of this Plan are to attract and retain personnel for positions with the Company Group, to provide additional incentive to Employees, Directors, and Consultants (collectively, “Service Providers”), and to promote the success of the Company’s business.
1.2    Award Types.  The Plan permits the grant of Incentive Share Options to any ISO Employee and the grant of Nonstatutory Share Options, Share Appreciation Rights, Restricted Shares, Restricted Share Units, and Performance Awards to any Service Provider.
2.    Definitions.  The following definitions are used in this Plan:
2.1    “Administrator” means Administrator as defined in Section 4.1.
2.2    “ADS” means an American Depository Share which represents a Share or Shares, as applicable.
2.3    “Applicable Laws” means the requirements relating to the administration of equity-based awards and the related issuance or transfer of Shares under Cayman Islands Companies Law (2020 Revision), U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Shares are listed or quoted and, only to the extent applicable with respect to an Award or Awards, the tax, securities, exchange control, and other laws of any jurisdictions other than the Cayman Islands where Awards are, or will be, granted under the Plan.  Reference to a section of an Applicable Law or regulation related to that section shall include such section or regulation, any valid regulation issued under such section, and any comparable provision of any future legislation or regulation amending, supplementing or superseding such section or regulation.
2.4    “Award” means, individually or collectively, a grant under the Plan of Options, Share Appreciation Rights, Restricted Share, Restricted Share Units, or Performance Awards.
2.5    “Award Agreement” means the written or electronic agreement setting forth the terms applicable to an Award granted under the Plan.  The Award Agreement is subject to the terms of the Plan.
2.6    “Board” means the Board of Directors of the Company.
2.7    “Change in Control” means the occurrence of any of the following events:
(a)    A change in the ownership of the Company which occurs on the date that any one person, or more than one person acting as a group (“Person”), acquires ownership of the shares of the Company that, with the shares held by such Person, constitutes more than 50% of 







the total voting power of the shares of the Company; provided, that for this subsection, the acquisition of additional shares by any one Person, who prior to such acquisition is considered to own more than 50% of the total voting power of the shares of the Company will not be considered a Change in Control.  Further, if the shareholders of the Company immediately before such change in ownership continue to retain immediately after the change in ownership, in substantially the same proportions as their ownership of shares of the Company’s voting shares immediately prior to the change in ownership, direct or indirect beneficial ownership of 50% or more of the total voting power of the shares of the Company, such event shall not be considered a Change in Control under this Section 2.7(a).  For this purpose, indirect beneficial ownership shall include, without limitation, an interest resulting from ownership of the voting securities of one or more corporations or other business entities which own the Company, as the case may be, either directly or through one or more subsidiary corporations or other business entities; or
(b)    A change in the effective control of the Company which occurs on the date a majority of members of the Board is replaced during any 12-month period by Directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the appointment or election.  For this Section 2.7(b), if any Person is in effective control of the Company, the acquisition of additional control of the Company by the same Person will not be considered a Change in Control; or
(c)    A change in the ownership of a substantial portion of the Company’s assets which occurs on the date that any Person acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such Person or Persons) assets from the Company that have a total gross fair market value equal to or more than 50% of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions; provided, that for this Section 2.7(c), the following will not constitute a change in the ownership of a substantial portion of the Company’s assets: 
(i)    a transfer to an entity controlled by the Company’s shareholders immediately after the transfer, or 
(ii)    a transfer of assets by the Company to: 
(A)    a shareholder of the Company (immediately before the asset transfer) in exchange for or with respect to the Company’s shares,
(B)    an entity, 50% or more of the total value or voting power of which is owned, directly or indirectly, by the Company, 
(C)    a Person, that owns, directly or indirectly, 50% or more of the total value or voting power of all the outstanding shares of the Company, or 
(D)    an entity, at least 50% of the total value or voting power of which is owned, directly or indirectly, by a Person described in Section 2.7(c)(ii)(A) to Section 2.7(c)(ii)(C).


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(d)    For this definition, gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets.  For this definition, persons will be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of shares, or similar business transaction with the Company.
(e)    A transaction will not be a Change in Control:
(i)    unless the transaction qualifies as a change in control event within the meaning of Code Section 409A; or
(ii)    if its sole purpose is to (1) change the state of the Company’s incorporation, or (2) create a holding company owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction.
2.8    “Code” means the U.S. Internal Revenue Code of 1986.  Reference to a section of the Code or regulation related to that section shall include such section or regulation, any valid regulation issued under such section, and any comparable provision of any future legislation or regulation amending, supplementing or superseding such section or regulation.
2.9    “Committee” means a committee of Directors or of other individuals satisfying Applicable Laws appointed by the Board.
2.10    “Company” means Agora, Inc., an exempted company incorporated under the laws of the Cayman Islands, or any of its successors.
2.11    “Company Group” means the Company, any Parent or Subsidiary, and any entity that, from time to time and at the time of any determination, directly or indirectly, is in control of, is controlled by or is under common control with the Company.
2.12    “Consultant” means any natural person engaged by a member of the Company Group to render bona fide services to such entity. A Consultant must be a person to whom the issuance of Shares registered on Form S-8 under the Securities Act is permitted.
2.13    “Director” means a member of the Board.
2.14    “Employee” means any person, including Officers and Directors, employed by the Company or any member of the Company Group.  However, with respect to Incentive Share Options, an Employee must be employed by the Company or any Parent or Subsidiary of the Company (such an Employee, an “ISO Employee”).  Notwithstanding, Options awarded to individuals not providing services to the Company or a Subsidiary of the Company should be carefully structured to comply with the payment timing rule of Code Section 409A (if applicable).  Neither service as a Director nor payment of a director’s fee by the Company will constitute “employment” by the Company.
2.15    “Exchange Act” means the U.S. Securities Exchange Act of 1934.


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2.16    “Exchange Program” means a program under which (i) outstanding Awards are surrendered or cancelled in exchange for awards of the same type (which may have higher or lower Exercise Prices and different terms), awards of a different type, and/or cash, (ii) Participants would have the opportunity to transfer any outstanding Awards to a financial institution or other person or entity selected by the Administrator, and/or (iii) the Exercise Price of an outstanding Award is increased or reduced.  The Administrator will determine the terms and conditions of any Exchange Program in its sole discretion.
2.17    “Exercise Price” means the price payable per Share to exercise an Award.
2.18    “Expiration Date” means the last possible day on which an Option or Share Appreciation Right may be exercised.
2.19    “Fair Market Value” means, as of any date, the value of a Share, determined as follows:
(a)    If the Shares are listed on any established stock exchanges or a national market system, including without limitation the New York Stock Exchange, the NASDAQ Global Select Market, the NASDAQ Global Market or the NASDAQ Capital Market of The NASDAQ Stock Market, the Fair Market Value will be the closing sales price for a Share (or the closing bid, if no sales were reported) as quoted on such exchange or system on the day of determination, as reported by such source as the Administrator determines to be reliable;
(b)    If the Shares are regularly quoted by a recognized securities dealer but selling prices are not reported, the Fair Market Value of a Share will be the mean between the high bid and low asked prices for the Shares on the day of determination (or, if no bids and asks were reported on that date on the last Trading Day such bids and asks were reported), as reported by such source as the Administrator determines to be reliable; 
(c)    For any Awards granted on the Registration Date, the Fair Market Value will be the initial price to the public set forth in the final prospectus included within the registration statement on Form F-1 filed with the United States Securities and Exchange Commission for the initial public offering of the Shares; or
(d)    Absent an established market for the Shares, the Fair Market Value will be determined in good faith by the Administrator.
Notwithstanding the foregoing, if the determination date for the Fair Market Value occurs on a weekend, holiday or other day other than a Trading Day, the Fair Market Value will be the price as determined under subsections 2.19(a) or 2.19(b) above on the immediately preceding Trading Day, unless otherwise determined by the Administrator.  In addition, for purposes of determining the fair market value of shares for any reason other than the determination of the Exercise Price of Options or Share Appreciation Rights, fair market value will be determined by the Administrator in a manner compliant with Applicable Laws and applied consistently for such purpose.  Note that the determination of fair market value for purposes of tax withholding may be made in the 


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Administrator’s sole discretion subject to Applicable Laws and is not required to be consistent with the determination of Fair Market Value for other purposes.
2.20    “Fiscal Year” means a fiscal year of the Company.
2.21    “Grant Date” means Grant Date as defined in Section 4.4.
2.22    “Incentive Share Option” means an Option that is intended to qualify and does qualify as an incentive share option within the meaning of Code Section 422.
2.23    “Nonstatutory Share Option” means an Option that by its terms does not qualify or is not intended to qualify as an Incentive Share Option.
2.24    “Officer” means a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act.
2.25    “Option” means a share option to acquire Shares granted under Section 5.
2.26    “Outside Director” means a Director who is not an Employee.
2.27    “Parent” means a “parent corporation,” whether now or hereafter existing, as defined in Code Section 424(e).
2.28    “Participant” means the holder of an outstanding Award.
2.29    “Performance Awards” means an Award which may be earned in whole or in part upon attainment of performance goals or other vesting criteria as the Administrator may determine and which may be cash- or share-denominated and may be settled for cash, Shares or other securities or a combination of the foregoing under Section 9.
2.30    “Performance Period” means Performance Period as defined in Section 9.1
2.31    “Period of Restriction” means the period during which the transfer of Restricted Shares is subject to restrictions and therefore, the Shares are subject to a substantial risk of forfeiture.  Such restrictions may be based on the passage of time, the achievement of target levels of performance, or the occurrence of other events as determined by the Administrator.
2.32    “Plan” means this Global Equity Incentive Plan.
2.33    “Registration Date” means the effective date of the first registration statement filed by the Company and declared effective under Section 12(b) of the Exchange Act, with respect to any class of the Company’s securities.
2.34    “Restricted Shares” means Shares delivered under an Award granted under Section 7 or delivered as a result of the early exercise of an Option.


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2.35    “Restricted Share Unit” means a bookkeeping entry representing an amount equal to the Fair Market Value, granted under Section 8.  Each Restricted Share Unit represents an unfunded and unsecured obligation of the Company.
2.36    “Securities Act” means U.S. Securities Act of 1933.
2.37    “Service Provider” means an Employee, Director or Consultant.
2.38    “Share” means a Class A ordinary share of par value US$0.0001 each in the capital of the Company.
2.39    “Share Appreciation Right” means an Award granted under Section 6.
2.40    “Subsidiary” means a “subsidiary corporation” as defined in Code Section 424(f), in relation to the Company.
2.41    “Tax Withholdings” means tax, social insurance and social security liability or premium obligations in connection with the Awards, including, without limitation, (i) all federal, state, and local income, employment and any other taxes (including the Participant’s U.S. Federal Insurance Contributions Act (FICA) obligation) that are required to be withheld by the Company or a member of the Company Group, (ii) the Participant’s and, to the extent required by the Company, the fringe benefit tax liability of the Company or a member of the Company Group, if any, associated with the grant, vesting, or exercise of an Award or sale of Shares delivered under the Award, and (iii) any other taxes or social insurance or social security liabilities or premium the responsibility for which the Participant has, or has agreed to bear, with respect to such Award or the Shares subject to an Award.
2.42    “Ten Percent Owner” means Ten Percent Owner as defined in Section 5.2(a)(i).
2.43    “Termination of Status Date” means Termination of Status Date as defined in Section 4.3(a).
2.44    “Trading Day” means a day on which the primary stock exchange or national market system on which the Shares trade is open for trading.
2.45    “Transaction” means Transaction as defined in Section 13.1.
3.    Shares Subject to the Plan.
3.1    Allocation of Shares to Plan.  The maximum aggregate number of Shares that may be issued or otherwise delivered under the Plan is: 
(a)    16,000,000 Shares, plus
(b)    a number of Shares equal to (i) the number of Shares that were not granted under awards pursuant to the Company’s 2014 Equity Incentive Plan (the “2014 Plan”) as 


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of the Effective Date , (ii) the number of Shares subject to awards granted under the 2014 Plan that after the Effective Date are cancelled,  expire or otherwise terminate without having been exercised in full or would have otherwise become available again for grant under the 2014 Plan, and (iii) the number of Shares that, after the Effective Date, are forfeited to the Company, tendered to or withheld by the Company for payment of an exercise price or for tax withholding, or repurchased by the Company due to failure to vest, with the maximum number of Shares that may be added to the Plan under this Section 3.1(b) being equal to 400,000,000 Shares (for the avoidance of doubt, all options and awards under the 2014 Plan will continue by their terms on and following the Effective Date), plus
(c)    any additional Shares that become available for issuance under the Plan under Sections 3.2 and 3.3.
The Shares to be delivered under the Plan may be delivered by means of (i) the issuance of authorized but unissued ordinary shares in the capital of the Company or (ii) the transfer of ordinary shares in the capital of the Company that have been issued and then reacquired by the Company and held as treasury shares. In the discretion of the Administrator, ADSs 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 ADS is other than on a one-to-one basis, the limitations of this Section 3 shall be adjusted to reflect the distribution of American Depository Shares in lieu of Shares.
3.2    Automatic Share Reserve Increase.  The number of Shares available for delivery under the Plan will be automatically increased on the first day of each Fiscal Year beginning with the 2022 Fiscal Year, in an amount equal to the least of:
(a)    30,000,000 Shares,
(b)    3.5% of the total number of shares of all classes of ordinary shares of the Company issued and outstanding on the last day of the immediately preceding Fiscal Year, and
(c)    a lesser number of Shares determined by the Administrator.
3.3    Share Reserve Return.
(a)    Options and Share Appreciation Rights.  If an Option or Share Appreciation Right expires or becomes unexercisable without having been exercised in full or is surrendered under an Exchange Program, the unissued Shares subject to the Option or Share Appreciation Right will become available for future delivery under the Plan.  
(b)    Share Appreciation Rights.  Only Shares actually delivered pursuant to a Share Appreciation Right (i.e., the net Shares delivered) will cease to be available under the Plan; all remaining Shares originally subject to the Share Appreciation Right will remain available for future delivery under the Plan.  


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(c)    Full-Value Awards.  Shares delivered pursuant to Awards of Restricted Shares, Restricted Share Units, or share-settled Performance Awards that are reacquired by the Company due to failure to vest or are forfeited to the Company will become available for future delivery under the Plan.  
(d)    Withheld Shares.  Shares used to pay the Exercise Price of an Award or to satisfy Tax Withholdings related to an Award will become available for future delivery under the Plan.  
(e)    Cash-Settled Awards.  If any portion of an Award under the Plan is paid to a Participant in cash rather than Shares, that cash payment will not reduce the number of Shares available for delivery under the Plan.
3.4    Incentive Share Options.  The maximum number of Shares that may be delivered upon the exercise of Incentive Share Options will equal 200% of the aggregate Share number stated in Section 3.1 plus, to the extent allowable under Code Section 422, any Shares that become available for delivery under the Plan under Sections 3.2 and 3.3.
3.5    Adjustment.  The numbers provided in Sections 3.1, 3.2, and 3.4 will be adjusted as a result of changes in capitalization and any other adjustments under Section 12.
3.6    Substitute Awards.  If the Administrator grants Awards in substitution for equity compensation awards outstanding under a plan maintained by an entity acquired by or becomes a part of any member of the Company group, the grant of those substitute Awards will not decrease the number of Shares available for delivery under the Plan.
4.    Administration of the Plan.
4.1    Procedure.
(a)    The Plan will be administered by the Board or a Committee (the “Administrator”).  Different Administrators may administer the Plan with respect to different groups of Service Providers.  The Board may retain the authority to concurrently administer the Plan with a Committee and may revoke the delegation of some or all authority previously delegated.
(b)    To the extent permitted by Applicable Laws, the Board or a Committee may delegate to one (1) or more officers the authority to grant Awards to Employees of the Company or any of its Subsidiaries who are not officers, provided that the delegation must comply with any limitations on the authority required by Applicable Laws, including the total number of Shares that may be subject to the Awards granted by such officer(s).  Such delegation may be revoked at any time by the Board or Committee.
4.2    Powers of the Administrator.  Subject to the terms of the Plan, any limitations on delegations specified by the Board, and any requirements imposed by Applicable Laws, the Administrator will have the authority, in its sole discretion and without further approval from the 


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Board or the Shareholders, to make any determinations and perform any actions deemed necessary or advisable to administer the Plan including:
(a)    to determine the Fair Market Value;
(b)    to approve forms of Award Agreements for use under the Plan;
(c)    to select the Service Providers to whom Awards may be granted and grant Awards to such Service Providers;
(d)    to determine the number of Shares, Share Appreciation Rights, Restricted Shares, Restricted Share Units, or Performance Awards to be covered by each Award granted;
(e)    to determine the terms and conditions of any Award granted (consistent with the plan or not).  Such terms and conditions may include, but are not limited to, the Exercise Price, the time(s) when Awards may be exercised (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation regarding any Award or the Shares relating to an Award, and to execute and deliver Award Agreements in respect thereof;
(f)    to institute and determine the terms and conditions of an Exchange Program;
(g)    to interpret the Plan and make any decisions necessary to administer the Plan; 
(h)    to establish, amend or rescind sub-plans, including employee stock purchase plan, to satisfy laws of different jurisdictions or for grant of Awards to different Participants (provided that the total Shares available for issuance under the Plan and the sub-plans shall not exceed the Shares available under Section 3.1, 3.2, and 3.3)
(i)    to establish, amend and rescind rules relating to the Plan, including rules relating to sub-plans established to satisfy laws of jurisdictions other than the Cayman Islands or to qualify Awards for special tax treatment under laws of jurisdictions other than the Cayman Islands or for grant of Awards to different Participants;
(j)    to interpret, modify or amend each Award (subject to Section 18), including extending the Expiration Date and the post-termination exercisability period of such modified or amended Awards;
(k)    to allow Participants to satisfy tax withholding obligations in any manner permitted by Section 14;
(l)    to delegate ministerial duties to any of the Company’s employees;


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(m)    to authorize any person to take any steps and execute, on behalf of the Company, any documents required for an Award previously granted by the Administrator to be effective; 
(n)    to temporarily suspend the exercisability of an Award if the Administrator deems such suspension to be necessary or appropriate for administrative purposes, provided that such suspension shall be lifted in all cases not less than 10 Trading Days before the last date that the Award may be exercised;
(o)    to allow Participants to defer the receipt of the payment of cash or the delivery of Shares otherwise due to any such Participants under an Award; and
(p)    to make any determinations necessary or appropriate under Section 12
4.3    Termination of Status.
(a)    Unless a Participant is on a leave of absence approved by the Company or a member of the Company Group, as set forth in Section 10, or unless otherwise expressly provided in an Award Agreement or required by Applicable Laws, the Participant’s status as a Service Provider, for purposes of the Plan and any Awards granted to him or her under the Plan, will end between (x) the date on which the Participant last actively provides continuous services for a member of the Company Group and (y) the immediately following date (such time of termination, (the “Termination of Status Date”)).  The Administrator has the sole discretion to determine the date on which a Participant stops actively providing continuous services and whether a Participant may still be considered to be actively providing continuous services while on a leave of absence and the Administrator may delegate this decision, other than with respect to Officers, to the Company’s senior human resources officer.
(b)    This termination of status as a Service Provider will occur regardless of the reason for such termination, even if the termination is later found to be invalid, in breach of employment laws in the jurisdiction where the Participant is providing services, or in violation of the terms of the Participant’s employment or service agreement, if any such agreement exists.
(c)    Unless otherwise expressly provided in an Award Agreement, determined by the Administrator or required by Applicable Laws, a Participant’s right to vest in any Award under the Plan will cease and a Participant’s right to exercise any Award under the Plan after termination, if any, will begin as of the Termination of Status Date and will not be extended by any notice period, whether arising under contract, statute or common law, including any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where the Participant is providing services.
4.4    Grant Date.  The grant date of an Award (“Grant Date”) will be the date that the Administrator makes the determination granting such Award or may be a later date if such later date is designated by the Administrator on the date of the determination or under an automatic grant 


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policy.  Notice of the determination will be provided to each Participant within a reasonable time after the Grant Date.
4.5    Waiver.  The Administrator may waive any terms, conditions or restrictions.
4.6    Fractional Shares.  Except as otherwise provided by the Administrator, any fractional Shares that result from the adjustment of Awards will be canceled.  Any fractional Shares that result from vesting percentages will be accumulated and vested on the date that an accumulated full Share is vested.
4.7    Electronic Delivery.  The Company may deliver by e-mail or other electronic means (including posting on a website or electronic system maintained by the Company or by a third party under contract with the Company or another member of the Company Group) all documents relating to the Plan or any Award and all other documents that the Company is required to deliver to its security holders (including prospectuses, annual reports and proxy statements).
4.8    Choice of Law; Choice of Forum.  The Plan, all Awards and all determinations made and actions taken under the Plan will be governed by the laws of the Cayman Islands without giving effect to principles of conflicts of law.  Any dispute, controversy or claim (each, a “Dispute”) arising out of or relating to the Plan, or the interpretation, implementation, breach, termination, validity or invalidity thereof, shall be settled by arbitration in Hong Kong by the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules then in force, regardless of where a Participant’s services are performed.  The arbitration shall be conducted both in Chinese and English. The award of the arbitration tribunal shall be final and binding upon the Company and the Participants, and the prevailing party may apply to a court of competent jurisdiction for enforcement of such award. A Participant’s acceptance of an Award is his or her consent to the jurisdiction of the HKIAC, and agreement that any such Dispute will be settled in accordance with this section 4.8.
4.9    Effect of Administrator’s Decision.  The Administrator’s decisions, determinations and interpretations will be final and binding on all Participants and any other holders of Awards.
5.    Share Options.
5.1    Share Option Award Agreement.  Each Option will be evidenced by an Award Agreement that will specify the number of Shares subject to the Option, per share Exercise Price, its Expiration Date, and such other terms and conditions as the Administrator determines.  Each Option will be designated in the Award Agreement as either an Incentive Share Option or a Nonstatutory Share Option.  An Option not designated as an Incentive Share Option is a Nonstatutory Share Option.


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5.2    Exercise Price.  The Exercise Price for the Shares to be delivered upon exercise of an Option will be determined by the Administrator and stated in the Award Agreement, subject to the following:
(a)    In the case of an Incentive Share Option:
(i)    granted to an ISO Employee who, at the time the Incentive Share Option is granted, owns shares representing more than ten percent (10%) of the voting power of all classes of shares of the Company or any Parent or Subsidiary (a “Ten Percent Owner”), the Exercise Price for the Shares to be delivered will be no less than one hundred ten percent (110%) of the Fair Market Value per Share on the date of grant; and
(ii)    granted to any ISO Employee other than a Ten Percent Owner, the Exercise Price for the Shares to be delivered will be no less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant.
(b)    In the case of a Nonstatutory Share Option, the Exercise Price for the Shares to be delivered will be no less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant.
(c)    Notwithstanding the foregoing, Options may be granted with an Exercise Price of less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant (i) pursuant to a transaction described in, and in a manner consistent with, Section 424(a) of the Code or (ii) to a Service Provider that is not a U.S. taxpayer.
(d)    Notwithstanding any other provision of this Plan, where Shares are to be delivered by means of the issuance of new Shares, the Exercise Price for such Shares shall not be less than the par value of such Shares.
5.3    Form of Consideration.  The Administrator will determine the acceptable form(s) of consideration for exercising an Option.  Unless the Administrator determines otherwise, the consideration may consist of any one or more or combination of the following, to the extent permitted by Applicable Laws:
(a)    cash; 
(b)    check or wire transfer;
(c)    promissory note, if and to the extent approved by the Administrator;
(d)    the sale by the Participant to the Company of other issued and outstanding Shares held by the Participant for a repurchase price equal to the aggregate Exercise Price of the Shares as to which such Option will be exercised, and the utilization of the repurchase price as the payment of the Exercise Price of such Shares;
(e)    consideration received by the Company under a cashless exercise arrangement (whether through a broker or otherwise) implemented by the Company for the exercise 


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of Options that has been approved by the Board or a Committee of Directors, if and to the extent approved by the Company, provided however that where Shares any are delivered by means of the issuance of new Shares, the Participant shall pay the par value of such newly issued Shares by means of any method specified in sub-paragraphs (a) to (d) above;
(f)    consideration received by the Company under a net exercise program under which Shares are withheld from otherwise deliverable Shares that has been approved by the Board or a Committee of Directors, if and to the extent approved by the Company, provided however that where Shares any are delivered by means of the issuance of new Shares, the Participant shall pay the par value of such newly issued Shares by means of any method specified in sub-paragraphs (a) to (d) above; and
(g)    any other consideration or method of payment to issue or transfer Shares (provided that other forms of considerations may only be approved by the Administrator).
5.4    Term of Option.  The term of each Option will be determined by the Administrator and stated in the Award Agreement, provided that, in the case of an Incentive Share Option:  (a) granted to a Ten Percent Owner, the Option may not be exercisable after the expiration of 5 years from the date such Option is granted, or such shorter term as may be provided in the Award Agreement; and (b) granted to an ISO Employee other than a Ten Percent Owner, the Option may not be exercisable after the expiration of 10 years from the date such Option is granted, or such shorter term as may be provided in the Award Agreement.  
5.5    Incentive Share Option Limitations.
(a)    To the extent that the aggregate fair market value of the shares with respect to which incentive share options under Code Section 422(b) are exercisable for the first time by a Participant during any calendar year (under all plans and agreements of the Company Group) exceeds $100,000, the incentive share options whose value exceeds $100,000 will be treated as nonstatutory share options.  Incentive share options will be considered in the order in which they were granted.  For this purpose, the fair market value of the shares subject to an option will be determined as of the Grant Date of each option.
(b)    If an Option is designated in the Administrator action that granted it as an Incentive Share Option but the terms of the Option do not comply with Sections 5.2 and 5.4, then the Option will not qualify as an Incentive Share Option.
5.6    Exercise of Option.  An Option is exercised when the Company receives: (i) a notice of exercise (in such form as the Administrator may specify from time to time) from the person entitled to exercise the Option and (ii) full payment for the Shares with respect to which the Option is exercised (together with applicable tax withholdings).  Shares delivered upon exercise of an Option will be issued or transferred to, and registered in the name of the Participant.  Until the Shares are issued or transferred to the Participant (as evidenced by the entry on the register of members of the Company), no right to vote or receive dividends or any other rights as a shareholder will exist with respect to the Shares subject to an Option, despite the exercise of the Option.  The Company will deliver (or cause to be delivered) such Shares within a reasonable time period after 


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the Option is exercised.  An Option may not be exercised for a fraction of a Share.  Exercising an Option in any manner will decrease the number of Shares thereafter available, both for purposes of the Plan (except as provided in Section 3.3) and for purchase under the Option, by the number of Shares as to which the Option is exercised.    
5.7    Expiration of Options.  Subject to Section 5.4, an Option’s Expiration Date will be set forth in the Award Agreement.  An Option may expire before its expiration date under the Plan (including pursuant to Sections 4.3, 12, 13, or 15.2) or under the Award Agreement.
5.8    Tolling of Expiration.  If exercising an Option prior to its expiration is not permitted because of Applicable Laws, other than the rules of any stock exchange or quotation system on which the Shares are listed or quoted, the Option will remain exercisable until 30 days after the first date on which exercise no longer would be prevented by such provisions (or such longer period in accordance with Applicable Laws).
6.    Share Appreciation Rights.  
6.1    Share Appreciation Right Award Agreement.  Each Share Appreciation Right grant will be evidenced by an Award Agreement that will specify the number of Shares subject to the Share Appreciation Right, its per share Exercise Price, its Expiration Date, and such other terms and conditions as the Administrator determines.  
6.2    Exercise Price.  The Exercise Price of a Share Appreciation Right will be determined by the Administrator, provided that in the case of a Share Appreciation Right granted to a U.S. taxpayer, the Exercise Price will be no less than 100% of the Fair Market Value of a Share on the date of grant.
6.3    Payment of Share Appreciation Right Amount.  When a Participant exercises a Share Appreciation Right, he or she will be entitled to receive a payment from the Company equal to:
(a)    the excess, if any, between the fair market value of a Share on the date of exercise over the Exercise Price multiplied by
(b)    the number of Shares with respect to which the Share Appreciation Right is exercised.
Payment upon Share Appreciation Right exercise may be made in cash, in Shares (which, on the date of exercise, have an aggregate Fair Market Value equal to the amount of payment to be made under the Award), or any combination of cash and Shares, with the determination of form of payment made by the Administrator. If and to the extent that payment upon the exercise of a Share Appreciation Right shall be made by means of the issue of new Shares, such new Shares will be issued credited as fully paid, in consideration for the services provided by the Participant to the Company during the period between the grant of the Share Appreciation Right and its exercise.


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6.4    Exercise of Share Appreciation Right.  A Share Appreciation Right is exercised when the Company receives a notice of exercise (in such form as the Administrator may specify from time to time) from the person entitled to exercise the Share Appreciation Right.  Shares delivered upon exercise of a Share Appreciation Right (if any) will be issued or transferred to, and registered in the name of, the Participant.  Until the Shares are issued or transferred (as evidenced by the entry on the register of members of the Company), no right to vote or receive dividends or any other rights as a shareholder will exist with respect to the Shares subject to a Share Appreciation Right, despite the exercise of the Share Appreciation Right.  The Company will effect payment of a Share Appreciation Right (including where applicable delivery of Shares) within a reasonable time period after the Share Appreciation Right is exercised.  A Share Appreciation Right may not be exercised for a fraction of a Share.  Exercising a Share Appreciation Right in any manner will decrease (x) the number of Shares thereafter available under the Share Appreciation Right by the number of Shares as to which the Share Appreciation Right is exercised and (y) the number of Shares thereafter available under the Plan by the number of Shares delivered upon such exercise.
6.5    Expiration of Share Appreciation Rights.  A Share Appreciation Right’s Expiration Date will be set forth in the Award Agreement.  A Share Appreciation Right may expire before its expiration date under the Plan (including pursuant to Sections 4.3, 12, 13, or 15.2) or under the Award Agreement.
6.6    Tolling of Expiration.  If exercising a Share Appreciation Right prior to its expiration is not permitted because of Applicable Laws, other than the rules of any stock exchange or quotation system on which the Shares are listed or quoted, the Share Appreciation Right will remain exercisable until 30 days after the first date on which exercise no longer would be prevented by such provisions (or such longer period in accordance with Applicable Law). 
7.    Restricted Shares.
7.1    Restricted Shares Award Agreement.  Each Award of Restricted Shares will be evidenced by an Award Agreement that will specify the number of Shares subject to the Award and such other terms and conditions as the Administrator determines.  For the avoidance of doubt, Restricted Shares may be granted without any Period of Restriction (e.g., vested share bonuses).  Restricted Shares shall be delivered to Participants when appropriate entries are made in the register of members of the Company to record such Participants as the holder of such Shares, but such Shares shall be subject to such restrictions on transferability, repurchase rights, and such other terms and conditions as are set out in Section 7.2 or as may otherwise be specified by the Administrator, until the vesting conditions have been satisfied and the Restricted Shares are vested.  Unless the Administrator determines otherwise, the share certificates representing Restricted Shares will be held in escrow while unvested.
7.2    Restrictions.  The following restrictions shall apply unless the Administrator determines otherwise.
(a)    Except as provided in this Section 7.2 or the Award Agreement, while unvested, Restricted Shares may not be sold, transferred, pledged, assigned, or otherwise alienated.


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(b)    While unvested, Service Providers holding Restricted Shares may not exercise any voting right with respect to those Shares, unless the Administrator determines otherwise.
(c)    Service Providers holding a Share covered by an Award of Restricted Shares will not be entitled to receive dividends and other distributions paid with respect to such Shares while such Shares are unvested, unless the Administrator provides otherwise.  If the Administrator provides that dividends and distributions will be received and any such dividends or distributions are paid in cash they will be subject to the same provisions regarding forfeitability as the Shares with respect to which they were paid and if such dividend or distributions are paid in Shares, such Shares will be subject to the same restrictions on transferability and forfeitability as the Shares with respect to which they were paid and, unless the Administrator determines otherwise, the Company will hold such dividends or distributions until the restrictions on the Shares with respect to which they were paid have lapsed.
(d)    Except as otherwise provided in this Section 7.2 or an Award Agreement, Restricted Shares shall be subject to repurchase, for nil consideration, by Company at any time prior to the expiration of the Period of Restriction, and the share certificate(s) representing a Share covered by each Award of Restricted Shares made under the Plan will be released from escrow when practicable after the last day of the applicable Period of Restriction.
(e)    The Administrator may impose, prior to grant, or remove any restrictions on Shares covered by an Award of Restricted Shares.
(f)    If and to the extent that Restricted Shares are delivered by means of the issue of new Shares, such new Shares will be issued credited as fully paid, in consideration for the services to be provided by the Participant to the Company during the period between the grant of the Restricted Shares and its vesting.
8.    Restricted Share Units.
8.1    Restricted Share Unit Award Agreement.  Each Award of Restricted Share Units will be evidenced by an Award Agreement that will specify the number of Restricted Share Units subject to the Award of Restricted Share Units and such other terms and conditions as the Administrator determines.
8.2    Vesting Criteria and Other Terms.  The Administrator will set vesting criteria that, depending on the extent to which the criteria are met, will determine the number of Restricted Share Units paid out to the Participant.  The Administrator may set vesting criteria based upon the achievement of Company-wide, divisional, business unit, or individual goals (that may include continued employment or service) or any other basis determined by the Administrator in its sole discretion.
8.3    Earning Restricted Share Units.  Upon meeting any applicable vesting criteria, the Participant will have earned the Restricted Share Units and will be paid as determined 


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in Section 8.4.  The Administrator may reduce or waive any criteria that must be met to earn the Restricted Share Units.
8.4    Form and Timing of Payment.  Payment of earned Restricted Share Units will be made at the time(s) set forth in the Award Agreement and determined by the Administrator.  Unless otherwise provided in the Award Agreement, the Administrator may settle earned Restricted Share Units in cash, Shares, or a combination of both.  If and to the extent that payment of an earned Restricted Share Unit shall be made (wholly or partly) by means of the issue of new Shares, such new Shares will be issued credited as fully paid, in consideration for the services provided by the Participant to the Company during the period between the grant of the Restricted Share Unit and its vesting.
9.    Performance Awards.  
9.1    Award Agreement.  Each Performance Award will be evidenced by an Award Agreement that will specify the specify any time period during which any performance objectives or other vesting provisions will be measured (“Performance Period”), and such other terms and conditions as the Administrator determines.  
9.2    Objectives or Vesting Provisions and Other Terms.  The Administrator will set objectives or vesting provisions that, depending on the extent to which the objectives or vesting provisions are met, will determine the value of the payout for the Performance Awards.  The Administrator may set vesting criteria based upon the achievement of Company-wide, divisional, business unit, or individual goals (that may include continued employment or service) or any other basis determined by the Administrator in its sole discretion.
9.3    Value of Performance Awards.  Each Performance Award’s threshold, target, and maximum payout values will be established by the Administrator on or before the Grant Date.
9.4    Earning Performance Awards.  After an applicable Performance Period has ended, the holder of a Performance Award will be entitled to receive a payout for the Performance Award earned by the Participant over the Performance Period.  The Administrator may reduce or waive any performance objectives or other vesting provisions for such Performance Award.
9.5    Form and Timing of Payment.  Payment of earned Performance Awards will be made at the time(s) specified in the Award Agreement.  Payment with respect to earned Performance Awards will be made in cash, in Shares of equivalent value, or any combination of cash and Shares, with the determination of form of payment made by the Administrator at the time of payment. Shares delivered upon payment of an earned Performance Award (if any) will be issued or transferred to, and registered in the name of, the holder of the Participant.  Until the Shares are issued or transferred to the holder of the Participant (as evidenced by the entry on the register of members of the Company), no right to vote or receive dividends or any other rights as a shareholder will exist with respect to such Shares, despite the Performance Award becoming payable.  The delivery of Shares upon payment of an earned Performance Award will decrease the number of Shares thereafter available under the Plan by the number of Shares so delivered.  If and to the extent that payment of an earned Performance Award shall be made (wholly or partly) by means of the 


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issue of new Shares, such new Shares will be issued credited as fully paid, in consideration for the services provided by the Participant to the Company during the period between the grant of the Performance Award and its vesting.
10.    Leaves of Absence/Transfer Between Locations/Change of Status.
10.1    Leaves of Absence/Transfer Between Locations.  Unless the Administrator provides otherwise, vesting of Awards granted hereunder will be suspended during any unpaid leave of absence.  A Participant will not cease to be an Employee in the case of (i) any leave of absence approved by the Company or (ii) transfers between locations of the Company or within the Company Group.  
10.2    Vesting.  Unless a leave policy approved by the Administrator provides otherwise or it is otherwise required by Applicable Law, vesting of Awards granted under the Plan will continue only for Participants on an approved leave of absence.
10.3    Incentive Share Options.  With respect to Incentive Share Options, no such leave may exceed three (3) months, unless reemployment upon expiration of such leave is guaranteed by statute or contract.  If reemployment upon expiration of a leave of absence approved by the Company is not so guaranteed, then six (6) months following the first (1st) day of such leave any Incentive Share Option held by a Participant will cease to be treated as an Incentive Share Option and will be treated for tax purposes as a Nonstatutory Share Option.
11.    Transferability of Awards.  Unless determined otherwise by the Administrator, or otherwise required by Applicable Laws, an Award may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the Participant, only by the Participant.  If the Administrator makes an Award transferable, the Award will be limited by any additional terms and conditions imposed by the Administrator.  Any unauthorized transfer of an Award will be void.
12.    Adjustments; Dissolution or Liquidation.
12.1    Adjustments.  If any extraordinary dividend or other extraordinary distribution (whether in cash, Shares, other securities, or other property), recapitalization, share split, reverse share split, reorganization, merger, consolidation, split-up, spin-off, combination, reclassification, repurchase, or exchange of Shares or other securities of the Company, issuance of warrants or other rights to acquire securities of the Company, other change in the corporate structure of the Company affecting the Shares, or any similar equity restructuring transaction, as that term is used in Statement of Financial Accounting Standards Board Accounting Standards Codification Topic 718 (or any of its successors) affecting the Shares occurs (including a Change in Control), the Administrator, to prevent diminution or enlargement of the benefits or potential benefits intended to be provided under the Plan, will adjust the number and class of shares that may be delivered under the Plan and/or the number, class, and price of shares covered by each outstanding Award, and the numerical Share limits in Section 3.  Notwithstanding the foregoing, the conversion of any convertible securities of the Company and ordinary course repurchases of Shares or other securities of the Company will not be treated as an event that will require adjustment.


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12.2    Dissolution or Liquidation.  In the event of the proposed dissolution or liquidation of the Company, the Administrator will notify each Participant, at such time prior to the effective date of such proposed transaction as the Administrator determines.  To the extent it has not been previously exercised, an Award will terminate immediately prior to the consummation of such proposed action.
13.    Change in Control.
13.1    Administrator Discretion.  If a Change in Control or a merger of the Company with or into another corporation or other entity occurs (each, a “Transaction”), each outstanding Award will be treated as the Administrator determines, including that such Award be continued by the successor corporation or a Parent or Subsidiary of the successor corporation or that the vesting of any such Awards may accelerate automatically upon consummation of a Transaction.
13.2    Identical Treatment Not Required.  The Administrator need not take the same action or actions with respect to all Awards or portions thereof or with respect to all Participants.  The Administrator may take different actions with respect to the vested and unvested portions of an Award.  The Administrator will not be required to treat all Awards similarly in the Transaction.  
13.3    Continuation.  An Award will be considered continued if, following the Change in Control or merger:
(a)    the Award confers the right to purchase or receive, for each Share subject to the Award immediately prior to the Transaction, the consideration (whether shares, cash, or other securities or property) received in the Transaction by holders of Shares for each Share held on the effective date of the Transaction (and if holders were offered a choice of consideration, the type of consideration received by the holders of a majority of the outstanding Shares) and the Award otherwise is continued in accordance with its terms (including vesting criteria, subject to Section 13.3(c) below and Section 12.1); provided that if the consideration received in the Transaction is not solely common stock or ordinary shares of the successor corporation or its Parent, the Administrator may, with the consent of the successor corporation, provide for the consideration to be received upon exercising an Option or Share Appreciation Right or upon the payout of a Restricted Share Unit, or Performance Award, for each Share subject to such Award, to be solely common stock or ordinary shares of the successor corporation or its Parent equal in fair market value to the per share consideration received by holders of Shares in the Transaction; or
(b)    the Award is terminated in exchange for an amount of cash and/or property, if any, equal to the amount that would have been attained upon the exercise of such Award or realization of the Participant’s rights as of the date of the occurrence of the Transaction.  Any such cash or property may be subjected to any escrow applicable to holders of Shares in the Change in Control.  If as of the date of the occurrence of the Transaction the Administrator determines 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.  The amount of cash or property can be subjected to vesting and paid to the Participant over the original vesting schedule of the Award.


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(c)    Notwithstanding anything in this Section 13.3 to the contrary, an Award that vests, is earned or paid-out upon the satisfaction of one or more performance goals will not be considered assumed if the Company or its successor modifies any of such performance goals without the Participant’s consent; provided, however, a modification to such performance goals only to reflect the successor corporation’s post-Transaction corporate structure will not invalidate an otherwise valid Award assumption.
13.4    Modification.  The Administrator will have authority to modify Awards in connection with a Change in Control or merger:
(a)    in a manner that causes the Awards to lose their tax-preferred status,
(b)    to terminate any right a Participant has to exercise an Option prior to vesting in the Shares subject to the Option (i.e., “early exercise”), so that following the closing of the Transaction the Option may only be exercised only to the extent it is vested; 
(c)    to reduce the Exercise Price subject to the Award in a manner that is disproportionate to the increase in the number of Shares subject to the Award, as long as the amount that would be received upon exercise of the Award immediately before and immediately following the closing of the Transaction is equivalent and the adjustment complies with U.S. Treasury Regulation Section 1.409A-1(b)(v)(D); and
(d)    to suspend a Participant’s right to exercise an Option during a limited period of time preceding and or following the closing of the Transaction without Participant consent if such suspension is administratively necessary or advisable to permit the closing of the Transaction.
13.5    Non-Continuation.  If the successor corporation does not continue an Award (or some portion such Award), the Participant will vest in (and have the right to exercise) Shares subject to Awards that would have vested by their terms through the date 12-months following the Change in Control or merger.  Any other Awards not vested under the previous sentence will terminate upon the Change in Control or merger if not continued by the successor corporation.  If Options or Share Appreciation Rights are not continued when a Change in Control or a merger of the Company with or into another corporation or other entity occurs, the Administrator will notify the Participant in writing or electronically that the Participant’s vested Options or Share Appreciation Rights (after considering the foregoing vesting acceleration, if any) will be exercisable for a period of time determined by the Administrator in its sole discretion and all of the Participant’s Options or Share Appreciation Rights will terminate upon the expiration of such period (whether vested or unvested).
13.6    Outside Director Grants.  With respect to Awards granted to an Outside Director, in the event of a Change in Control, the Participant will fully vest in and have the right to exercise outstanding Options and/or Share Appreciation Rights as to all of the Shares underlying such Award, including those Shares which otherwise would not be vested or exercisable, all restrictions on other outstanding Awards will lapse, and, with respect to Awards with performance-based vesting, all performance goals or other vesting criteria will be deemed achieved at one hundred percent (100%) of target levels and all other terms and conditions met, unless specifically provided 


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otherwise under the applicable Award Agreement or other written agreement between the Participant and the Company or any of its Subsidiaries or Parents, as applicable, that specifically references this default rule.
14.    Tax Matters.
14.1    Withholding Requirements.  Prior to the delivery of any Shares or payment of cash under an Award (or exercise thereof) or such earlier time as any Tax Withholding are due, the Company may deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy any Tax Withholding with respect to such Award or Shares subject to an Award (including upon exercise of an Award).
14.2    Withholding Arrangements.  The Administrator, in its sole discretion and under such procedures as it may specify from time to time, may elect to satisfy such Tax Withholding, in whole or in part by (without limitation) (i) requiring the Participant to pay cash, (ii) withholding otherwise deliverable cash (including cash from the sale of Shares delivered to the Participant) or Shares having a fair market value equal to the amount required to be withheld, (iii) forcing the sale of Shares delivered pursuant to an Award (or exercise thereof) having a fair market value equal to the minimum statutory amount required to be withheld or a greater amount if such greater amount would not result in unfavorable financial accounting treatment, (iv) requiring the Participant to deliver to the Company already-owned Shares having a fair market value equal to the minimum statutory amount required to be withheld or a greater amount if such greater amount would not result in unfavorable financial accounting treatment, or (v) requiring the Participant to engage in a cashless exercise transaction (whether through a broker or otherwise) implemented by the Company in connection with the Plan, provided that, in all instances, the satisfaction of the Tax Withholding will not result in any adverse accounting consequence to the Company, as the Administrator may determine in its sole discretion.  The fair market value of the Shares to be withheld or delivered will be determined as of the date the taxes must be withheld.
14.3    Compliance With Code Section 409A.  Unless the Administrator determines that compliance with Code Section 409A is not necessary, it is intended that Awards will be designed and operated so that they are either exempt from the application of Code Section 409A or comply with any requirements necessary to avoid the imposition of additional tax under Code Section 409A(a)(1)(B) so that the grant, payment, settlement or deferral will not be subject to the additional tax or interest applicable under Code Section 409A and the Plan and each Award Agreement will be interpreted consistent with this intent.  This Section 14.3 is not a guarantee to any Participant of the consequences of his or her Awards.  In no event will the Company have any responsibility, liability or obligation to reimburse, indemnify or hold harmless Participant for any taxes that may be imposed or other costs that may be incurred, as a result of Section 409A.  
15.    Other Terms.
15.1    No Effect on Employment or Service.  Neither the Plan nor any Award will confer upon a Participant any right regarding continuing the Participant’s relationship as a Service Provider with the Company or member of the Company Group, nor will they interfere with the 


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Participant’s right, or the Participant’s employer’s right, to terminate such relationship with or without cause, to the extent permitted by Applicable Laws.
15.2    Forfeiture Events.
(a)    All Awards granted under the Plan will be subject to recoupment under any clawback policy that the Company is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Company’s securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other Applicable Laws.  In addition, the Administrator may impose such other clawback, recovery or recoupment provisions in an Award Agreement as the Administrator determines necessary or appropriate, including to a reacquisition right regarding previously acquired Shares or other cash or property.  Unless this Section 15.2(a) is specifically mentioned and waived in an Award Agreement or other document, no recovery of compensation under a clawback policy or otherwise will be an event that triggers or contributes to any right of a Participant to resign for “good reason” or “constructive termination” (or similar term) under any agreement with the Company or a member of the Company Group.
(b)    The Administrator may specify in an Award Agreement that the Participant’s rights, payments, and benefits with respect to an Award will be subject to reduction, cancellation, forfeiture, or recoupment upon the occurrence of specified events, in addition to any otherwise applicable vesting or performance conditions of an Award.  Such events may include, but will not be limited to, termination of such Participant’s status as Service Provider for cause or any specified action or inaction by a Participant, whether before or after such Participant’s Termination Status Date, that would constitute cause for termination of such Participant’s status as a Service Provider.
(c)    If the Company is required to prepare an accounting restatement due to the material noncompliance of the Company, as a result of misconduct, with any financial reporting requirement under securities laws, any Participant who (x) knowingly or through gross negligence engaged in the misconduct or who knowingly or through gross negligence failed to prevent the misconduct or (y) is one of the individuals subject to automatic forfeiture under Section 304 of the Sarbanes-Oxley Act of 2002, must reimburse the Company the amount of any payment in settlement of an Award earned or accrued during the 12-month period following the first public issuance or filing with the United States Securities and Exchange Commission (whichever first occurred) of the financial document embodying such financial reporting requirement.  
15.3    Interpretation and Rules of Construction.  The words “include,” “includes” and “including” when used herein shall be deemed in each case to be followed by the words “without limitation.”
15.4    Foreign Currency.  A Participant may be required to provide evidence that any currency used to pay the exercise price of any Award were 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 


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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 Peoples Republic of China, the exchange rate as selected by the Committee on the date of exercise.
16.    Plan Governs.  In the event of a conflict between the terms and conditions of the Plan and the terms and conditions of any Award Agreement, the terms and conditions of the Grant Agreement will prevail.
17.    Term of Plan.  Subject to Section 20, the Plan will become effective upon the business day immediately prior to the Registration Date (the “Effective Date”).  It will continue in effect until terminated under Section 18, but no Incentive Share Options may be granted after 10 years from the date the Plan is adopted by the Board and Section 3.2 will operate only until the 10th anniversary of the date the Plan is adopted by the Board.  
18.    Amendment and Termination of the Plan.
18.1    Amendment and Termination.  The Board or Compensation Committee of the Board may amend, alter, suspend or terminate the Plan.  
18.2    Shareholder Approval.  The Company will only obtain shareholder approval of any Plan amendment to the extent necessary or desirable to comply with Applicable Laws.  
18.3    Consent of Participants Generally Required.  Subject to Section 18.4 below, no amendment, alteration, suspension or termination of the Plan or an Award under it will materially impair the rights of any Participant without a signed, written agreement between the Participant and the Company.  Termination of the Plan will not affect the Administrator’s ability to exercise the powers granted to it regarding Awards granted under the Plan prior to such termination.  
18.4    Exceptions to Consent Requirement.  
(a)    A Participant’s rights will not be deemed to have been impaired by any amendment, alteration, suspension or termination if the Administrator, in its sole discretion, determines that the amendment, alteration, suspension or termination taken as a whole, does not materially impair the Participant’s rights; and 
(b)    Subject to any limitations of Applicable Laws, the Administrator may amend the terms of any one or more Awards without the affected Participant’s consent even if it does materially impair the Participant’s right if such amendment is done
(i)    in a manner specified by the Plan,
(ii)    to maintain the qualified status of the Award as an Incentive Share Option under Code Section 422, 
(iii)    to change the terms of an Incentive Share Option, if such change results in impairment of the Award only because it impairs the qualified status of the Award as an Incentive Share Option under Code Section 422,


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(iv)    to clarify the manner of exemption from Code Section 409A or compliance with any requirements necessary to avoid the imposition of additional tax under Code Section 409A(a)(1)(B), or 
(v)    to comply with other Applicable Laws.
19.    Conditions Upon Delivery of Shares.
19.1    Legal Compliance.  The Company will make good faith efforts to comply with all Applicable Laws related to the issuance or transfer of Shares.  Shares will not be delivered pursuant to an Award, including without limitation upon exercise thereof, unless the issuance and delivery of such Shares and exercise of the Award, as applicable, will comply with Applicable Laws.  If required by the Administrator, delivery will be further subject to the approval of counsel for the Company with respect to such compliance.  The inability of the Company to obtain authority from any regulatory body having jurisdiction or to complete or comply with the requirements of any Applicable Laws will relieve the Company of any liability regarding the failure to issue or sell such Shares as to which such authority, registration, qualification or rule compliance was not obtained and the Administrator reserves the authority, without the consent of a Participant, to terminate or cancel Awards with or without consideration in such a situation.
19.2    Investment Representations.  As a condition to the exercise of an Award, the Company may require the person exercising such Award to represent and warrant during any such exercise that the Shares are being purchased only for investment and with no present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required.
19.3    Failure to Accept Award.  If a Participant has not accepted an Award or has not taken all administrative and other steps (e.g., setting up an account with a broker designated by the Company) necessary for the Company to issue Shares upon the vesting, exercise, or settlement of the Award prior to the first date the Shares subject to such Award are scheduled to vest, then the Award will be cancelled on such date and the Shares subject to such Award immediately will revert to the Plan for no additional consideration unless otherwise provided by the Administrator.
20.    Shareholder Approval.  The Plan will be subject to approval by the shareholders of the Company within 12 months after the date the Plan is adopted by the Board.  Such shareholder approval will be obtained in the manner and to the degree required under Applicable Laws.


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