EX-4.2



 Exhibit 4.2 

MONTAGE TECHNOLOGY GROUP LIMITED 

2013 PERFORMANCE INCENTIVE PLAN 
 1.
PURPOSE OF PLAN 
 The purpose of this Montage Technology Group Limited 2013 Performance Incentive Plan (this “Plan”) of
Montage Technology Group Limited, an exempted company organized under the Companies Law of the Cayman Islands, and its successors (the “Company”), is to promote the success of the Company and to increase shareholder value by
providing an additional means through the grant of awards to attract, motivate, retain and reward selected employees and other eligible persons. 
 2.
ELIGIBILITY 
 The Administrator (as such term is defined in Section 3.1) may grant awards under this Plan only to those persons
that the Administrator determines to be Eligible Persons. An “Eligible Person” is any person who is either: (a) an officer (whether or not a director) or employee of the Company or one of its Subsidiaries; (b) a director
of the Company or one of its Subsidiaries; or (c) an individual consultant or advisor who renders or has rendered bona fide services (other than services in connection with the offering or sale of securities of the Company or one of its
Subsidiaries in a capital-raising transaction or as a market maker or promoter of securities of the Company or one of its Subsidiaries) to the Company or one of its Subsidiaries and who is selected to participate in this Plan by the Administrator;
provided, however, that a person who is otherwise an Eligible Person under clause (c) above may participate in this Plan only if such participation would not adversely affect either the Company’s eligibility to use Form S-8 to register
under the Securities Act of 1933, as amended (the “Securities Act”), the offering and sale of shares issuable under this Plan by the Company or the Company’s compliance with any applicable laws. An Eligible Person who has been
granted an award (a “participant”) may, if otherwise eligible, be granted additional awards if the Administrator shall so determine. As used herein, “Subsidiary” means any corporation or other entity a majority of
whose outstanding voting shares or voting power is beneficially owned directly or indirectly by the Company; and “Board” means the Board of Directors of the Company. 

3. PLAN ADMINISTRATION 
  

	 	3.1	 The Administrator. This Plan shall be administered by and all awards under this Plan shall be authorized by the Administrator.
The “Administrator” means the Board or one or more committees appointed by the Board or another committee (within its delegated authority) to administer all or certain aspects of this Plan. Any such committee shall be comprised
solely of one or more directors or such number of directors as may be required under applicable law. A committee may delegate some or all of its authority to another committee so constituted. The Board or a committee comprised solely of directors
may also delegate, to the extent permitted by applicable law, to one or more officers of the Company, its powers under this Plan (a) to designate officers and employees of the Company and its Subsidiaries who will receive grants of awards under
this Plan, and (b) to determine the number of shares subject to, and the other terms and conditions of, 



  
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such awards, in each case within the limits established by the Board or another committee within its delegated authority. The Board may delegate different levels of authority to different
committees with administrative and grant authority under this Plan. Unless otherwise provided in the organizing documents of the Company or applicable charter of any Administrator: (a) a majority of the members of the acting Administrator shall
constitute a quorum, and (b) the vote of a majority of the members present assuming the presence of a quorum or the unanimous written consent of the members of the Administrator shall constitute action by the acting Administrator.


 With respect to awards intended to satisfy the requirements for performance-based compensation under Section 162(m) of
the Internal Revenue Code of 1986, as amended (the “Code”), this Plan shall be administered by a committee consisting solely of two or more outside directors (as this requirement is applied under Section 162(m) of the Code);
provided, however, that the failure to satisfy such requirement shall not affect the validity of the action of any committee otherwise duly authorized and acting in the matter. Award grants, and transactions in or involving awards, intended to be
exempt under Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), must be duly and timely authorized by the Board or a committee consisting solely of two or more non-employee directors (as this
requirement is applied under Rule 16b-3 promulgated under the Exchange Act). To the extent required by any applicable listing agency, this Plan shall be administered by a committee composed entirely of independent directors (within the meaning of
the applicable listing agency). 
  

	 	3.2	Powers of the Administrator. Subject to the express provisions of this Plan, the Administrator is authorized and empowered to do all things necessary or desirable in connection with the
authorization of awards and the administration of this Plan (in the case of a committee or delegation to one or more officers, within the authority delegated to that committee or person(s)), including, without limitation, the authority to:


  

	 	(a)	determine eligibility and, from among those persons determined to be eligible, the particular Eligible Persons who will receive an award under this Plan; 


 

	 	(b)	grant awards to Eligible Persons, determine the price at which securities will be offered or awarded and the number of securities to be offered or awarded to any of such persons, determine the other specific terms and
conditions of such awards consistent with the express limits of this Plan, establish the installments (if any) in which such awards shall become exercisable or shall vest (which may include, without limitation, performance and/or time-based
schedules), or determine that no delayed exercisability or vesting is required, establish any applicable performance targets, and establish the events of termination or reversion of such awards; 


  
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	 	(c)	approve the forms of award agreements (which need not be identical either as to type of award or among participants); 

  

	 	(d)	construe and interpret this Plan and any agreements defining the rights and obligations of the Company, its Subsidiaries, and participants under this Plan, further define the terms used in this Plan, and prescribe,
amend and rescind rules and regulations relating to the administration of this Plan or the awards granted under this Plan; 

  

	 	(e)	cancel, modify, or waive the Company’s rights with respect to, or modify, discontinue, suspend, or terminate any or all outstanding awards, subject to any required consent under Section 8.6.5;


  

	 	(f)	accelerate or extend the vesting or exercisability or extend the term of any or all such outstanding awards (in the case of options or share appreciation rights, within the maximum ten-year term of such awards) in such
circumstances as the Administrator may deem appropriate (including, without limitation, in connection with a termination of employment or services or other events of a personal nature) subject to any required consent under Section 8.6.5;


  

	 	(g)	adjust the number of Ordinary Shares subject to any award, adjust the price of any or all outstanding awards or otherwise change previously imposed terms and conditions, in such circumstances as the Administrator may
deem appropriate, in each case subject to Sections 4 and 8.6; 

  

	 	(h)	determine the date of grant of an award, which may be a designated date after but not before the date of the Administrator’s action (unless otherwise designated by the Administrator, the date of grant of an award
shall be the date upon which the Administrator took the action granting an award); 

  

	 	(i)	determine whether, and the extent to which, adjustments are required pursuant to Section 7 hereof and authorize the termination, conversion, substitution or succession of awards upon the occurrence of an event of
the type described in Section 7; 

  

	 	(j)	acquire or settle (subject to Sections 7 and 8.6) rights under awards in cash, shares of equivalent value, or other consideration; 

  

	 	(k)	determine the fair market value of the Ordinary Shares or awards under this Plan from time to time and/or the manner in which such value will be determined; and 


 

	 	(l)	implement any procedures, steps or additional or different requirements as may be necessary to comply with any laws of the People’s Republic of China (the “PRC”) that may be applicable to this
Plan, any Option or any related documents, including, but not limited to, foreign exchange laws, tax laws and securities laws of the PRC. 


  
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	 	3.3	Binding Determinations. Any action taken by, or inaction of, the Company, any Subsidiary, or the Administrator relating or pursuant to this Plan and within its authority hereunder or under
applicable law shall be within the absolute discretion of that entity or body and shall be conclusive and binding upon all persons. Neither the Board nor any Board committee, nor any member thereof or person acting at the direction thereof, shall be
liable for any act, omission, interpretation, construction or determination made in good faith in connection with this Plan (or any award made under this Plan), and all such persons shall be entitled to indemnification and reimbursement by the
Company in respect of any claim, loss, damage or expense (including, without limitation, attorneys’ fees) arising or resulting therefrom to the fullest extent permitted by law and/or under any directors and officers liability insurance coverage
that may be in effect from time to time. 

  

	 	3.4	Reliance on Experts. In making any determination or in taking or not taking any action under this Plan, the Administrator may obtain and may rely upon the advice of experts, including employees and
professional advisors to the Company. No director, officer or agent of the Company or any of its Subsidiaries shall be liable for any such action or determination taken or made or omitted in good faith. 


 

	 	3.5	Delegation. The Administrator may delegate ministerial, non-discretionary functions to individuals who are officers or employees of the Company or any of its Subsidiaries or to third parties.


  

	 	3.6	Option and SAR Repricing. Subject to Section 4 and Section 8.6.5, the Administrator, from time to time and in its sole discretion, may provide for (1) the amendment of any outstanding
share option or SAR to reduce the exercise price or base price of the award, (2) the cancellation, exchange, or surrender of an outstanding share option or SAR in exchange for cash or other awards (for the purpose of repricing the award or
otherwise), or (3) the cancellation, exchange, or surrender of an outstanding share option or SAR in exchange for an option or SAR with an exercise or base price that is less than the exercise or base price of the original award. For avoidance
of doubt, the Administrator may take any or all of the foregoing actions under this Section 3.6 without shareholder approval. 

 4.
ORDINARY SHARES SUBJECT TO THE PLAN; SHARE LIMITS 
  

	 	4.1	Shares Available. Subject to the provisions of Section 7.1, the shares that may be delivered under this Plan shall be shares of the Company’s authorized but unissued Ordinary Shares and
any Ordinary Shares held as treasury shares. For purposes of this Plan, “Ordinary Shares” shall mean the ordinary shares of the Company and such other securities or property as may become the subject of awards under this Plan, or
may become subject to such awards, pursuant to an adjustment made under Section 7.1. 

  

	 	4.2	Share Limits. The maximum number of Ordinary Shares that may be delivered pursuant to awards granted to Eligible Persons under this Plan (the “Share Limit”) is equal to 4,000,000
Ordinary Shares. 


  
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 In addition, the Share Limit shall automatically increase on January 1 of each year during
the term of this Plan, commencing with January 1, 2014, by an amount equal to the lesser of (i) four percent (4%) of the total number of Ordinary Shares issued and outstanding on December 31 of the immediately preceding
calendar year, (ii) 2,500,000 Ordinary Shares or (iii) such number of Ordinary Shares as may be established by the Board. 
 The
following limits also apply with respect to awards granted under this Plan: 
  

	 	(a)	The maximum number of Ordinary Shares that may be delivered pursuant to options qualified as incentive stock options granted under this Plan is equal to the Share Limit as in effect from time to time. 


 

	 	(b)	The maximum number of Ordinary Shares subject to those options and share appreciation rights that are granted during any calendar year to any individual under this Plan is 1,000,000 shares. 


Each of the foregoing numerical limits is subject to adjustment as contemplated by Section 4.3, Section 7.1, and Section 8.10.

  

	 	4.3	Awards Settled in Cash, Reissue of Awards and Shares. Shares that are subject to or underlie awards granted under this Plan which expire or for any reason are cancelled or terminated, are forfeited,
fail to vest, or for any other reason are not paid or delivered under this Plan shall again be available for subsequent awards under this Plan. Shares that are exchanged by a participant or withheld by the Company as full or partial payment in
connection with any award under this Plan, as well as any shares exchanged by a participant or withheld by the Company or one of its Subsidiaries to satisfy the tax withholding obligations related to any award, shall be available for subsequent
awards under this Plan. To the extent that an award granted under this Plan is settled in cash or a form other than Ordinary Shares, the shares that would have been delivered had there been no such cash or other settlement shall not be counted
against the shares available for issuance under this Plan. In the event that Ordinary Shares are delivered in respect of a dividend equivalent right granted under this Plan, the number of shares delivered with respect to the award shall be counted
against the share limits of this Plan (including, for purposes of clarity, the limits of Section 4.2 of this Plan). Refer to Section 8.10 for application of the foregoing share limits with respect to assumed awards. 


 

	 	4.4	Reservation of Shares; No Fractional Shares; Minimum Issue. The Company shall at all times reserve a number of Ordinary Shares sufficient to cover the Company’s obligations and contingent
obligations to deliver shares with respect to awards then outstanding under this Plan (exclusive of any dividend equivalent obligations to the extent the Company has the right to settle such rights in cash). No fractional shares shall be delivered
under this Plan. The Administrator may pay cash in lieu of any fractional shares in settlements of awards under this Plan. The Administrator may from time to time impose a limit (of not greater than 100 shares) on the minimum number of shares that
may be purchased or exercised as to awards granted under this Plan unless (as to any particular award) the total number purchased or exercised is the total number at the time available for purchase or exercise under the award. 


  
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 5. AWARDS 
  

	 	5.1	Type and Form of Awards. The Administrator shall determine the type or types of award(s) to be made to each selected Eligible Person. Awards may be granted singly, in combination or in tandem.
Awards also may be made in combination or in tandem with, in replacement of, as alternatives to, or as the payment form for grants or rights under any other employee or compensation plan of the Company or one of its Subsidiaries. The types of awards
that may be granted under this Plan are: 

 5.1.1 Share Options. A share option is the grant
of a right to purchase a specified number of Ordinary Shares during a specified period as determined by the Administrator. An option may be intended as an incentive stock option within the meaning of Section 422 of the Code (an
“ISO”) or a nonqualified stock option (an option not intended to be an ISO). The award agreement for an option will indicate if the option is intended as an ISO; otherwise it will be deemed to be a
nonqualified stock option. The maximum term of each option (ISO or nonqualified) shall be ten (10) years. The per share exercise price for each option shall be determined by the Administrator and set forth in the applicable award agreement.
When an option is exercised, the exercise price for the shares to be purchased shall be paid in full in cash or such other method permitted by the Administrator consistent with Section 5.4.  

5.1.2 Additional Rules Applicable to ISOs. To the extent that the aggregate fair market value (determined at
the time of grant of the applicable option) of shares with respect to which ISOs first become exercisable by a participant in any calendar year exceeds $100,000, taking into account both Ordinary Shares subject to ISOs under this Plan and shares
subject to ISOs under all other plans of the Company or one of its Subsidiaries (or any parent or predecessor corporation to the extent required by and within the meaning of Section 422 of the Code and the regulations promulgated thereunder),
such options shall be treated as nonqualified stock options. In reducing the number of options treated as ISOs to meet the $100,000 limit, the most recently granted options shall be reduced first. To the extent a reduction of simultaneously granted
options is necessary to meet the $100,000 limit, the Administrator may, in the manner and to the extent permitted by law, designate which Ordinary Shares are to be treated as shares acquired pursuant to the exercise of an ISO. ISOs may only be
granted to employees of the Company or one of its subsidiaries (for this purpose, the term “subsidiary” is used as defined in Section 424(f) of the Code, which generally requires an unbroken chain of ownership of at least 50% of the
total combined voting power of all classes of shares of each subsidiary in the chain beginning with the Company and ending with the subsidiary in question). There shall be imposed in any award agreement relating to ISOs such other terms and
conditions as from time to time are required in order that the option be an “incentive stock option” as that term is defined in Section 422 of the Code. The per share exercise price for each ISO shall be not less than 100% of the fair
market value of an Ordinary Share on the  

  
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date of grant of the option. Furthermore, no ISO may be granted to any person who, at the time the option is granted, owns (or is deemed to own under Section 424(d) of the Code) outstanding
Ordinary Shares possessing more than 10% of the total combined voting power of all classes of shares of the Company, unless the exercise price of such option is at least 110% of the fair market value of the shares subject to the option and such
option by its terms is not exercisable after the expiration of five years from the date such option is granted. 
 5.1.3
Share Appreciation Rights. A share appreciation right or “SAR” is a right to receive a payment, in cash and/or Ordinary Shares, equal to the excess of the fair market value of a
specified number of Ordinary Shares on the date the SAR is exercised over the “base price” of the award, which base price shall be determined by the Administrator and set forth in the applicable award
agreement. The maximum term of a SAR shall be ten (10) years. 
 5.1.4 Other Awards. The
other types of awards that may be granted under this Plan include: (a) share bonuses, restricted shares, performance shares, share units, phantom shares, dividend equivalents, or similar rights to purchase or acquire shares, whether at a fixed
or variable price or ratio related to the Ordinary Shares, upon the passage of time, the occurrence of one or more events, or the satisfaction of performance criteria or other conditions, or any combination thereof; (b) any similar securities
with a value derived from the value of or related to the Ordinary Shares and/or returns thereon; or (c) cash awards.  
  

	 	5.2	Award Agreements. Each award shall be evidenced by either (1) a written award agreement in a form approved by the Administrator and executed by the Company by an officer duly authorized to act
on its behalf, or (2) an electronic notice of award grant in a form approved by the Administrator and recorded by the Company (or its designee) in an electronic recordkeeping system used for the purpose of tracking award grants under this Plan
generally (in each case, an “award agreement”), as the Administrator may provide and, in each case and if required by the Administrator, executed or otherwise electronically accepted by the recipient of the award in such form and manner as
the Administrator may require. The Administrator may authorize any officer of the Company (other than the particular award recipient) to execute any or all award agreements on behalf of the Company. The award agreement shall set forth the material
terms and conditions of the award as established by the Administrator consistent with the express limitations of this Plan. 

  

	 	5.3	Deferrals and Settlements. Payment of awards may be in the form of cash, Ordinary Shares, other awards or combinations thereof as the Administrator shall determine, and with such restrictions as it
may impose. The Administrator may also require or permit participants to elect to defer the issuance of shares or the settlement of awards in cash under such rules and procedures as it may establish under this Plan. The Administrator may also
provide that deferred settlements include the payment or crediting of interest or other earnings on the deferral amounts, or the payment or crediting of dividend equivalents where the deferred amounts are denominated in shares. 


  
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	 	5.4	Consideration for Ordinary Shares or Awards. The purchase price for any award granted under this Plan or the Ordinary Shares to be delivered pursuant to an award, as applicable, may be paid by means
of any lawful consideration as determined by the Administrator, including, without limitation, one or a combination of the following methods: 

  

	 	•	 	services rendered by the recipient of such award; 

  

	 	•	 	cash, check payable to the order of the Company, or electronic funds transfer; 

  

	 	•	 	notice and third party payment in such manner as may be authorized by the Administrator; 

  

	 	•	 	the delivery of previously owned Ordinary Shares; 

  

	 	•	 	by a reduction in the number of shares otherwise deliverable pursuant to the award; or 

  

	 	•	 	subject to such procedures as the Administrator may adopt, pursuant to a “cashless exercise” with a third party who provides financing for the purposes of (or who otherwise facilitates) the purchase or
exercise of awards. 

 In no event shall any shares newly-issued by the Company be issued for less than the minimum lawful
consideration for such shares or for consideration other than consideration permitted by applicable law. Ordinary Shares used to satisfy the exercise price of an option shall be valued at their fair market value on the date of exercise. The Company
will not be obligated to deliver any shares unless and until it receives full payment of the exercise or purchase price therefor and any related withholding obligations under Section 8.5 and any other conditions to exercise or purchase have
been satisfied. Unless otherwise expressly provided in the applicable award agreement, the Administrator may at any time eliminate or limit a participant’s ability to pay the purchase or exercise price of any award or shares by any method other
than cash payment to the Company. The Administrator may take all actions necessary to alter the method of Option exercise and the exchange and transmittal of proceeds with respect to participants resident in the PRC not having permanent residence in
a country other than the PRC in order to comply with applicable PRC laws and regulations, including, without limitation, PRC foreign exchange, securities and tax laws and regulations. 

 

	 	5.5	Definition of Fair Market Value. For purposes of this Plan, if the Ordinary Shares are listed and actively traded on an internationally recognized securities exchange (the
“Exchange”), then unless otherwise determined or provided by the Administrator in the circumstances, “fair market value” shall mean the closing price (in regular trading) for an Ordinary Share as reported on the Exchange
on which the Ordinary Shares are listed for the date in question or, if no sales of Ordinary Shares were reported on the Exchange on that date, the closing price for an Ordinary Share as reported by the Exchange on which the Ordinary Shares are
listed for the next preceding day on which sales of Ordinary Shares were reported. The Administrator may, however, provide with respect to one or more Awards 


  
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that the fair market value shall equal the closing price (in regular trading) for an Ordinary Share as reported by the Exchange on the last day preceding the date in question or the average of
high and low trading prices of an Ordinary Share as reported by the Exchange for the date in question or the most recent trading day. If the Ordinary Shares are no longer listed or actively traded on the Exchange as of the applicable date, the fair
market value of the Ordinary Shares shall be the value as reasonably determined by the Administrator for purposes of the award in the circumstances. The Administrator also may adopt a different methodology for determining fair market value with
respect to one or more awards if a different methodology is necessary or advisable to secure any intended favorable tax, legal or other treatment for the particular award(s) (for example, and without limitation, the Administrator may provide that
fair market value for purposes of one or more awards will be based on an average of closing prices (or the average of high and low daily trading prices) for a specified period preceding the relevant date). 


 

	 	5.6	Transfer Restrictions. 

 5.6.1 Limitations on
Exercise and Transfer. Unless otherwise expressly provided in (or pursuant to) this Section 5.6 or required by applicable law: (a) all awards are non-transferable and shall not be subject in any manner to sale, transfer,
anticipation, alienation, assignment, pledge, encumbrance or charge; (b) awards shall be exercised only by the participant; and (c) amounts payable or shares issuable pursuant to any award shall be delivered only to (or for the account of)
the participant. 
 5.6.2 Exceptions. The Administrator may permit awards to be exercised by and paid to, or otherwise
transferred to, other persons or entities pursuant to such conditions and procedures, including limitations on subsequent transfers, as the Administrator may, in its sole discretion, establish in writing. Any permitted transfer shall be subject to
compliance with applicable federal and state securities laws and shall not be for value (other than nominal consideration, settlement of marital property rights, or for interests in an entity in which more than 50% of the voting interests are held
by the Eligible Person or by the Eligible Person’s family members). 
 5.6.3 Further Exceptions to Limits on
Transfer. The exercise and transfer restrictions in Section 5.6.1 shall not apply to: 
  

	 	(a)	transfers to the Company (for example, in connection with the expiration or termination of the award), 

  

	 	(b)	the designation of a beneficiary to receive benefits in the event of the participant’s death or, if the participant has died, transfers to or exercise by the participant’s beneficiary, or, in the absence of a
validly designated beneficiary, transfers by will or the laws of descent and distribution, 

  

	 	(c)	subject to any applicable limitations on ISOs, transfers to a family member (or former family member) pursuant to a domestic relations order if approved or ratified by the Administrator, 


  
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	 	(d)	if the participant has suffered a disability, permitted transfers or exercises on behalf of the participant by his or her legal representative, or 


 

	 	(e)	the authorization by the Administrator of “cashless exercise” procedures with third parties who provide financing for the purpose of (or who otherwise facilitate) the exercise of awards consistent with
applicable laws and the express authorization of the Administrator. 

  

	 	5.7	International Awards. One or more awards may be granted to Eligible Persons who provide services to the Company or one of its Subsidiaries outside of the United States. Any awards granted to such
persons may be granted pursuant to the terms and conditions of any applicable sub-plans, if any, appended to this Plan and approved by the Administrator. 


6. EFFECT OF TERMINATION OF EMPLOYMENT OR SERVICE ON AWARDS 
  

	 	6.1	General. The Administrator shall establish the effect of a termination of employment or service on the rights and benefits under each award under this Plan and in so doing may make distinctions
based upon, inter alia, the cause of termination and type of award. If the participant is not an employee of the Company or one of its Subsidiaries and provides other services to the Company or one of its Subsidiaries, the Administrator shall be the
sole judge for purposes of this Plan (unless a contract or the award otherwise provides) of whether the participant continues to render services to the Company or one of its Subsidiaries and the date, if any, upon which such services shall be deemed
to have terminated. 

  

	 	6.2	Events Not Deemed Terminations of Service. Unless the express policy of the Company or one of its Subsidiaries, or the Administrator, otherwise provides, the employment relationship shall not be
considered terminated in the case of (a) sick leave, (b) military leave, or (c) any other leave of absence authorized by the Company or one of its Subsidiaries, or the Administrator; provided that, unless reemployment upon the
expiration of such leave is guaranteed by contract or law or the Administrator otherwise provides, such leave is for a period of not more than three months. In the case of any employee of the Company or one of its Subsidiaries on an approved leave
of absence, continued vesting of the award while on leave from the employ of the Company or one of its Subsidiaries may be suspended until the employee returns to service, unless the Administrator otherwise provides or applicable law otherwise
requires. In no event shall an award be exercised after the expiration of the term set forth in the applicable award agreement. 

  

	 	6.3	Effect of Change of Subsidiary Status. For purposes of this Plan and any award, if an entity ceases to be a Subsidiary of the Company a termination of employment or service shall be deemed to have
occurred with respect to each Eligible Person in respect of such Subsidiary who does not continue as an Eligible Person in respect of the Company or another Subsidiary that continues as such after giving effect to the transaction or other event
giving rise to the change in status unless the Subsidiary that is sold, spun-off or otherwise divested (or its successor or a direct or indirect parent of such Subsidiary or successor) assumes the Eligible Person’s award(s) in connection with
such transaction. 


  
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 7. ADJUSTMENTS; ACCELERATION 
  

	 	7.1	Adjustments. Subject to Section 7.2, upon (or, as may be necessary to effect the adjustment, immediately prior to): any reclassification, recapitalization, share split (including a share split
in the form of a share dividend) or reverse share split; any merger, combination, consolidation, or other reorganization; any spin-off, split-up, or similar extraordinary dividend distribution in respect of the Ordinary Shares; or any exchange of
Ordinary Shares or other securities of the Company, or any similar, unusual or extraordinary corporate transaction in respect of the Ordinary Shares; then the Administrator shall equitably and proportionately adjust (1) the number and type of
Ordinary Shares (or other securities) that thereafter may be made the subject of awards (including the specific share limits, maximums and numbers of shares set forth elsewhere in this Plan), (2) the number, amount and type of Ordinary Shares
(or other securities or property) subject to any outstanding awards, (3) the grant, purchase, or exercise price (which term includes the base price of any SAR or similar right) of any outstanding awards, and/or (4) the securities, cash or
other property deliverable upon exercise or payment of any outstanding awards, in each case to the extent necessary to preserve (but not increase) the level of incentives intended by this Plan and the then-outstanding awards. 


Unless otherwise expressly provided in the applicable award agreement, upon (or, as may be necessary to effect the adjustment, immediately
prior to) any event or transaction described in the preceding paragraph or a sale of all or substantially all of the business or assets of the Company as an entirety, the Administrator shall equitably and proportionately adjust the performance
standards applicable to any then-outstanding performance-based awards to the extent necessary to preserve (but not increase) the level of incentives intended by this Plan and the then-outstanding performance-based awards. 

It is intended that, if possible, any adjustments contemplated by the preceding two paragraphs be made in a manner that satisfies applicable
legal, tax (including, without limitation and as applicable in the circumstances, Section 424 of the Code, Section 409A of the Code and Section 162(m) of the Code) and accounting (so as to not trigger any charge to earnings with
respect to such adjustment) requirements. 
 Without limiting the generality of Section 3.3, any good faith determination by the
Administrator as to whether an adjustment is required in the circumstances pursuant to this Section 7.1, and the extent and nature of any such adjustment, shall be conclusive and binding on all persons. 

 

	 	7.2	Corporate Transactions—Assumption and Termination of Awards. Upon the occurrence of any of the following: any merger, combination, consolidation, or other reorganization; any exchange of
Ordinary Shares or other securities of the Company; a sale of all or substantially all the business, shares or assets of the 


  
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Company; a dissolution of the Company; or any other event in which the Company does not survive (or does not survive as a public company in respect of its Ordinary Shares); then the Administrator
may make provision for a cash payment in settlement of, or for the termination, assumption, substitution or exchange of any or all outstanding share-based awards or the cash, securities or property deliverable to the holder of any or all outstanding
share-based awards, based upon, to the extent relevant under the circumstances, the distribution or consideration payable to holders of the Ordinary Shares upon or in respect of such event. Upon the occurrence of any event described in the preceding
sentence, then, unless the Administrator has made a provision for the substitution, assumption, exchange or other continuation or settlement of the award or (unless the Administrator has provided for the termination of the award) the award would
otherwise continue in accordance with its terms in the circumstances: (1) unless otherwise provided in the applicable award agreement, each then-outstanding option and SAR shall become fully vested, all restricted shares then outstanding shall
fully vest free of restrictions, and each other award granted under this Plan that is then outstanding shall become payable to the holder of such award; and (2) each award shall terminate upon the related event; provided that the holder of an
option or SAR shall be given reasonable advance notice of the impending termination and a reasonable opportunity to exercise his or her outstanding vested options and SARs (after giving effect to any accelerated vesting required in the
circumstances) in accordance with their terms before the termination of such awards (except that in no case shall more than ten days’ notice of the impending termination be required and any acceleration of vesting and any exercise of any
portion of an award that is so accelerated may be made contingent upon the actual occurrence of the event). 

 Without limiting
the preceding paragraph, in connection with any event referred to in the preceding paragraph or any change in control event defined in any applicable award agreement, the Administrator may, in its discretion, provide for the accelerated vesting of
any award or awards as and to the extent determined by the Administrator in the circumstances. 
 The Administrator may adopt such valuation
methodologies for outstanding awards as it deems reasonable in the event of a cash or property settlement and, in the case of options, SARs or similar rights, but without limitation on other methodologies, may base such settlement solely upon the
excess if any of the per share amount payable upon or in respect of such event over the exercise or base price of the award. 
 In any of the
events referred to in this Section 7.2, the Administrator may take such action contemplated by this Section 7.2 prior to such event (as opposed to on the occurrence of such event) to the extent that the Administrator deems the action
necessary to permit the participant to realize the benefits intended to be conveyed with respect to the underlying shares. Without limiting the generality of the foregoing, the Administrator may deem an acceleration to occur immediately prior to the
applicable event and, in such circumstances, will reinstate the original terms of the award if an event giving rise to an acceleration does not occur. 

  
 12 








 Without limiting the generality of Section 3.3, any good faith determination by the
Administrator pursuant to its authority under this Section 7.2 shall be conclusive and binding on all persons. 
  

	 	7.3	Other Acceleration Rules. The Administrator may override the provisions of Section 7.2 by express provision in the award agreement and may accord any Eligible Person a right to refuse any
acceleration, whether pursuant to the award agreement or otherwise, in such circumstances as the Administrator may approve. The portion of any ISO accelerated in connection with an event referred to in Section 7.2 (or such other circumstances
as may trigger accelerated vesting of the award) shall remain exercisable as an ISO only to the extent the applicable $100,000 limitation on ISOs is not exceeded. To the extent exceeded, the accelerated portion of the option shall be exercisable as
a nonqualified stock option under the Code. 

 8. OTHER PROVISIONS 

 

	 	8.1	Compliance with Laws. This Plan, the granting and vesting of awards under this Plan, the offer, issuance and delivery of Ordinary Shares, and/or the payment of money under this Plan or under awards
are subject to compliance with all applicable federal and state laws, rules and regulations (including but not limited to state and federal securities law and federal margin requirements) and to such approvals by any listing, regulatory or
governmental authority as may, in the opinion of counsel for the Company, be necessary or advisable in connection therewith. The person acquiring any securities under this Plan will, if requested by the Company or one of its Subsidiaries, provide
such assurances and representations to the Company or one of its Subsidiaries as the Administrator may deem necessary or desirable to assure compliance with all applicable legal and accounting requirements. 


 

	 	8.2	No Rights to Award. No person shall have any claim or rights to be granted an award (or additional awards, as the case may be) under this Plan, subject to any express contractual rights (set forth
in a document other than this Plan) to the contrary. 

  

	 	8.3	No Employment/Service Contract. Nothing contained in this Plan (or in any other documents under this Plan or in any award) shall confer upon any Eligible Person or other participant any right to
continue in the employ or other service of the Company or one of its Subsidiaries, constitute any contract or agreement of employment or other service or affect an employee’s status as an employee at will, nor shall interfere in any way with
the right of the Company or one of its Subsidiaries to change a person’s compensation or other benefits, or to terminate his or her employment or other service, with or without cause. Nothing in this Section 8.3, however, is intended to
adversely affect any express independent right of such person under a separate employment or service contract other than an award agreement. 


  
 13 









	 	8.4	Plan Not Funded. Awards payable under this Plan shall be payable in shares or from the general assets of the Company, and no special or separate reserve, fund or deposit shall be made to assure
payment of such awards. No participant, beneficiary or other person shall have any right, title or interest in any fund or in any specific asset (including Ordinary Shares, except as expressly otherwise provided) of the Company or one of its
Subsidiaries by reason of any award hereunder. Neither the provisions of this Plan (or of any related documents), nor the creation or adoption of this Plan, nor any action taken pursuant to the provisions of this Plan shall create, or be construed
to create, a trust of any kind or a fiduciary relationship between the Company or one of its Subsidiaries and any participant, beneficiary or other person. To the extent that a participant, beneficiary or other person acquires a right to receive
payment pursuant to any award hereunder, such right shall be no greater than the right of any unsecured general creditor of the Company. 

  

	 	8.5	Tax Withholding. Upon any exercise, vesting, or payment of any award or upon the disposition of Ordinary Shares acquired pursuant to the exercise of an ISO prior to satisfaction of the holding
period requirements of Section 422 of the Code, the Company or one of its Subsidiaries shall have the right at its option to: 

  

	 	(a)	require the participant (or the participant’s personal representative or beneficiary, as the case may be) to pay or provide for payment of at least the minimum amount of any taxes which the Company or one of its
Subsidiaries may be required to withhold with respect to such award event or payment; or 

  

	 	(b)	deduct from any amount otherwise payable in cash to the participant (or the participant’s personal representative or beneficiary, as the case may be) the minimum amount of any taxes which the Company or one of its
Subsidiaries may be required to withhold with respect to such cash payment. 

 In any case where a tax is required to be
withheld (including taxes in the PRC where applicable) in connection with the delivery of Ordinary Shares under this Plan (including the sale of Ordinary Shares as may be required to comply with foreign exchange rules in the PRC for participants
resident in the PRC), the Administrator may in its sole discretion (subject to Section 8.1) grant (either at the time of the award or thereafter) to the participant the right to elect, pursuant to such rules and subject to such conditions as
the Administrator may establish, that the Company reduce the number of shares to be delivered by (or otherwise reacquire) the appropriate number of shares, valued in a consistent manner at their fair market value or at the sales price in accordance
with authorized procedures for cashless exercises, necessary to satisfy the minimum applicable withholding obligation on exercise, vesting or payment. In no event shall the shares withheld exceed the minimum whole number of shares required for tax
withholding under applicable law. 

  
 14 









	 	8.6	Effective Date, Termination and Suspension, Amendments. 

 8.6.1
Effective Date. This Plan is effective as of August 13, 2013, the date of effectiveness of its approval by the Board (the “Effective Date”). This Plan shall be submitted for and subject to shareholder approval
no later than twelve months after the Effective Date. Unless earlier terminated by the Board, this Plan shall terminate at the close of business on the day before the tenth anniversary of the Effective Date. After the termination of this Plan either
upon such stated expiration date or its earlier termination by the Board, no additional awards may be granted under this Plan, but previously granted awards (and the authority of the Administrator with respect thereto, including the authority to
amend such awards) shall remain outstanding in accordance with their applicable terms and conditions and the terms and conditions of this Plan. 

8.6.2 Board Authorization. The Board may, at any time, terminate or, from time to time, amend, modify or
suspend this Plan, in whole or in part. No awards may be granted during any period that the Board suspends this Plan. 
 8.6.3
Shareholder Approval. To the extent then required by applicable law or any applicable listing agency or required under Sections 162, 422 or 424 of the Code to preserve the intended tax consequences of this Plan, or deemed necessary
or advisable by the Board, any amendment to this Plan shall be subject to shareholder approval. 
 8.6.4 Amendments to
Awards. Without limiting any other express authority of the Administrator under (but subject to) the express limits of this Plan, the Administrator by agreement or resolution may waive conditions of or limitations on awards to participants
that the Administrator in the prior exercise of its discretion has imposed, without the consent of a participant, and (subject to the requirements of Sections 3.2 and 8.6.5) may make other changes to the terms and conditions of awards. 

8.6.5 Limitations on Amendments to Plan and Awards. No amendment, suspension or termination of this Plan or amendment of
any outstanding award agreement shall, without written consent of the participant, affect in any manner materially adverse to the participant any rights or benefits of the participant or obligations of the Company under any award granted under this
Plan prior to the effective date of such change. Changes, settlements and other actions contemplated by Section 7 shall not be deemed to constitute changes or amendments for purposes of this Section 8.6. 

 

	 	8.7	Privileges of Share Ownership. Except as otherwise expressly authorized by the Administrator, a participant shall not be entitled to any privilege of share ownership as to any Ordinary Shares not
actually delivered to and held of record by the participant. Except as expressly required by Section 7.1 or otherwise expressly provided by the Administrator, no adjustment will be made for dividends or other rights as a shareholder for which a
record date is prior to such date of delivery. 

  

	 	8.8	Governing Law; Construction; Severability. 

 8.8.1
Choice of Law. This Plan, the awards, all documents evidencing awards and all other related documents shall be governed by, and construed in accordance with the laws of the Cayman Islands. 

  
 15 








 8.8.2 Severability. If a court of competent jurisdiction holds any provision
invalid and unenforceable, the remaining provisions of this Plan shall continue in effect. 
 8.8.3 Plan Construction.

  

	 	(a)	Rule 16b-3. It is the intent of the Company that the awards and transactions permitted by awards be interpreted in a manner that, in the case of participants who are or may be subject to Section 16 of the
Exchange Act, qualify, to the maximum extent compatible with the express terms of the award, for exemption from matching liability under Rule 16b-3 promulgated under the Exchange Act. Notwithstanding the foregoing, the Company shall have no
liability to any participant for Section 16 consequences of awards or events under awards if an award or event does not so qualify. 

  

	 	(b)	Section 162(m). Options and SARs granted to employees of the Company or one of its Subsidiaries with an exercise or base price not less than the fair market value of a share of Ordinary Shares at the date of
grant that are approved by a committee composed solely of two or more outside directors (as this requirement is applied under Section 162(m) of the Code) shall be deemed to be intended as performance-based compensation within the meaning of
Section 162(m) of the Code unless such committee provides otherwise at the time of grant of the award. It is the further intent of the Company that (to the extent the Company or one of its Subsidiaries or awards under this Plan may be or become
subject to limitations on deductibility under Section 162(m) of the Code) any such awards that are granted to or held by a person subject to Section 162(m) will qualify as performance-based compensation or otherwise be exempt from
deductibility limitations under Section 162(m). 

  

	 	8.9	Captions. Captions and headings are given to the sections and subsections of this Plan solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or
relevant to the construction or interpretation of this Plan or any provision thereof. 

  

	 	8.10	Share-Based Awards in Substitution for Share Options or Awards Granted by Other Company. Awards may be granted to Eligible Persons in substitution for or in connection with an assumption of employee
share options, SARs, restricted shares or other share-based awards granted by other entities to persons who are or who will become Eligible Persons in respect of the Company or one of its Subsidiaries, in connection with a distribution, merger or
other reorganization by or with the granting entity or an affiliated entity, or the acquisition by the Company or one of its Subsidiaries, directly or indirectly, of all or a substantial part of the shares or assets of the employing entity. The
awards so granted need not comply with other specific terms of this Plan, provided the awards reflect only adjustments giving effect to the assumption or substitution consistent with the 


  
 16 








 
conversion applicable to the Ordinary Shares in the transaction and any change in the issuer of the security. Any shares that are delivered and any awards that are granted by, or become
obligations of, the Company, as a result of the assumption by the Company of, or in substitution for, outstanding awards previously granted by an acquired company (or previously granted by a predecessor employer (or direct or indirect parent
thereof) in the case of persons that become employed by the Company or one of its Subsidiaries in connection with a business or asset acquisition or similar transaction) shall not be counted against the Share Limit or other limits on the number of
shares available for issuance under this Plan. 
  

	 	8.11	Non-Exclusivity of Plan. Nothing in this Plan shall limit or be deemed to limit the authority of the Board or the Administrator to grant awards or authorize any other compensation, with or without
reference to the Ordinary Shares, under any other plan or authority. 

  

	 	8.12	No Corporate Action Restriction. The existence of this Plan, the award agreements and the awards granted hereunder shall not limit, affect or restrict in any way the right or power of the Board or
the shareholders of the Company to make or authorize: (a) any adjustment, recapitalization, reorganization or other change in the capital structure or business of the Company or any Subsidiary, (b) any merger, amalgamation, consolidation
or change in the ownership of the Company or any Subsidiary, (c) any issue of bonds, debentures, capital, preferred or prior preference shares ahead of or affecting the capital shares (or the rights thereof) of the Company or any Subsidiary,
(d) any dissolution or liquidation of the Company or any Subsidiary, (e) any sale or transfer of all or any part of the assets or business of the Company or any Subsidiary, or (f) any other corporate act or proceeding by the Company
or any Subsidiary. No participant, beneficiary or any other person shall have any claim under any award or award agreement against any member of the Board or the Administrator, or the Company or any employees, officers or agents of the Company or
any Subsidiary, as a result of any such action. 

  

	 	8.13	Other Company Benefit and Compensation Programs. Payments and other benefits received by a participant under an award made pursuant to this Plan shall not be deemed a part of a participant’s
compensation for purposes of the determination of benefits under any other employee welfare or benefit plans or arrangements, if any, provided by the Company or any Subsidiary, except where the Administrator expressly otherwise provides or
authorizes in writing. Awards under this Plan may be made in addition to, in combination with, as alternatives to or in payment of grants, awards or commitments under any other plans or arrangements of the Company or its Subsidiaries.


  

	 	8.14	Clawback Policy. The awards granted under this Plan are subject to the terms of the Company’s recoupment, clawback or similar policy as it may be in effect from time to time, as well as any
similar provisions of applicable law, any of which could in certain circumstances require repayment or forfeiture of awards or any Ordinary Shares or other cash or property received with respect to the awards (including any value received from a
disposition of the shares acquired upon payment of the awards). 


  
 17 








 MONTAGE TECHNOLOGY GROUP LIMITED 

2013 PERFORMANCE INCENTIVE PLAN 

INCENTIVE STOCK OPTION AGREEMENT 

THIS INCENTIVE STOCK OPTION AGREEMENT (this “Option Agreement”) dated
            by and between Montage Technology Group Limited, a Cayman Islands company (the “Company”), and
            (the “Grantee”) evidences the incentive stock option (the “Option”) granted by the Company to the Grantee as to the number of the
Company’s Ordinary Shares first set forth below. 
  

			
	Number of Ordinary Shares:1     
                    	  	Award Date:                             
		
	Exercise Price per Share:1
        $                    	  	Expiration Date:1,2
                                

 Vesting1,2 [The Option shall become
vested as to 25% of the total number of Ordinary Shares subject to the Option on the first anniversary of the Award Date. The remaining 75% of the total number of Ordinary Shares subject to the Option shall become vested in 36 substantially equal
monthly installments, with the first installment vesting on the last day of the month following the month in which the first anniversary of the Award Date occurs and an additional installment vesting on the last day of each of the 35 months
thereafter.] 

 The Option is granted under the Montage Technology Group Limited 2013 Performance Incentive Plan (the
“Plan”) and is subject to the Terms and Conditions of Incentive Stock Option (the “Terms”) attached to this Option Agreement (incorporated herein by this reference) and to the Plan. The Option has been granted to
the Grantee in addition to, and not in lieu of, any other form of compensation otherwise payable or to be paid to the Grantee. The Option is intended as an incentive stock option within the meaning of Section 422 of the Code (an
“ISO”). Capitalized terms are defined in the Plan if not defined herein. The parties agree to the terms of the Option set forth herein. The Grantee acknowledges receipt of a copy of the Terms, the Plan and the Prospectus for the
Plan. 
  

					
	“GRANTEE”	  	MONTAGE TECHNOLOGY GROUP LIMITED
 a Cayman Islands Company

			
	  
	  	By:	  	  

	Signature	  	Print Name:	  	  

		  	Title:	  	  

	  
 Print Name
	  		  	
		  		  	

 CONSENT OF SPOUSE 

In consideration of the Company’s execution of this Option Agreement, the undersigned spouse of the Grantee agrees to be bound by all of
the terms and provisions hereof and of the Plan. 
  
  

Signature of Spouse Date 
  

 

	1 	Subject to adjustment under Section 7.1 of the Plan. 


	2 	Subject to early termination under Section 4 of the Terms and Section 7.2 of the Plan. 


  
 1 








 TERMS AND CONDITIONS OF INCENTIVE STOCK OPTION 

 

	1.	Vesting; Limits on Exercise. 

 The Option shall vest and become exercisable in
percentage installments of the aggregate number of shares subject to the Option as set forth on the cover page of this Option Agreement. The Option may be exercised only to the extent the Option is vested and exercisable. 

 

	 	•	 	Cumulative Exercisability. To the extent that the Option is vested and exercisable, the Grantee has the right to exercise the Option (to the extent not previously exercised), and such right shall continue, until
the expiration or earlier termination of the Option. 

  

	 	•	 	No Fractional Shares. Fractional share interests shall be disregarded, but may be cumulated. 

  

	 	•	 	Minimum Exercise. No fewer than 100 Ordinary Shares (subject to adjustment under Section 7.1 of the Plan) may be purchased at any one time, unless the number purchased is the total number at the time
exercisable under the Option. 

  

	 	•	 	ISO Value Limit. If the aggregate fair market value of the shares with respect to which ISOs (whether granted under the Option or otherwise) first become exercisable by the Grantee in any calendar year exceeds
$100,000, as measured on the applicable Award Dates, the limitations of Section 5.1.2 of the Plan shall apply and to such extent the Option will be rendered a nonqualified stock option. 


 

	2.	Continuance of Employment/Service Required; No Employment/Service Commitment. 


The vesting schedule applicable to the Option requires continued employment or service through each applicable vesting date as a condition to
the vesting of the applicable installment of the Option and the rights and benefits under this Option Agreement. Employment or service for only a portion of the vesting period, even if a substantial portion, will not entitle the Grantee to any
proportionate vesting or avoid or mitigate a termination of rights and benefits upon or following a termination of employment or services as provided in Section 4 below or under the Plan. 

Nothing contained in this Option Agreement or the Plan constitutes a continued employment or service commitment by the Company or any of its
Subsidiaries, confers upon the Grantee any right to remain employed by or in service to the Company or any Subsidiary, interferes in any way with the right of the Company or any Subsidiary at any time to terminate such employment or service, or
affects the right of the Company or any Subsidiary to increase or decrease the Grantee’s other compensation. Nothing in this Option Agreement, however, is intended to adversely affect any independent contractual right of the Grantee without
his/her consent thereto. 








	3.	Method of Exercise of Option. 

 The Option shall be exercisable by the delivery to
the Secretary of the Company (or such other person as the Administrator may require pursuant to such administrative exercise procedures as the Administrator may implement from time to time) of: 

 

	 	•	 	a written notice stating the number of Ordinary Shares to be purchased pursuant to the Option or by the completion of such other administrative exercise procedures as the Administrator may require from time to time,


  

	 	•	 	payment in full for the Exercise Price of the shares to be purchased in cash, check or by electronic funds transfer to the Company, or (subject to compliance with all applicable laws, rules, regulations and listing
requirements and further subject to such rules as the Administrator may adopt as to any non-cash payment) in Ordinary Shares already owned by the Grantee, valued at their fair market value (as determined under the Plan) on the exercise date;


  

	 	•	 	any written statements or agreements required pursuant to Section 8.1 of the Plan; and 

  

	 	•	 	satisfaction of the tax withholding provisions of Section 8.5 of the Plan. 

 The
Administrator also may, but is not required to, authorize a non-cash payment alternative by one or more of the following methods (subject in each case to compliance with all applicable laws, rules, regulations and listing requirements and further
subject to such rules as the Administrator may adopt as to any such payment method): 
  

	 	•	 	notice and third party payment in such manner as may be authorized by the Administrator; 

  

	 	•	 	in Ordinary Shares already owned by the Grantee, valued at their fair market value (as determined under the Plan) on the exercise date; 


 

	 	•	 	a reduction in the number of Ordinary Shares otherwise deliverable to the Grantee (valued at their fair market value on the exercise date, as determined under the Plan) pursuant to the exercise of the Option; or


  

	 	•	 	a “cashless exercise” with a third party who provides simultaneous financing for the purposes of (or who otherwise facilitates) the exercise of the Option. 


The Option will qualify as an ISO only if it meets all of the applicable requirements of the Code. The Option may be rendered a nonqualified
stock option if the Administrator permits the use of one or more of the non-cash payment alternatives referenced above. 
  

	4.	Early Termination of Option. 

 4.1 Expiration Date. Subject to
earlier termination as provided below in this Section 4, the Option will terminate on the “Expiration Date” as set forth on the cover page of this Option Agreement (the “Expiration Date”). 







 4.2 Possible Termination of Option upon Certain Corporate Events. The Option is subject to
termination in connection with certain corporate events as provided in Section 7.2 of the Plan. 
 4.3 Termination of Option upon a
Termination of Grantee’s Employment or Services. Subject to earlier termination on the Expiration Date of the Option or pursuant to Section 4.2 above, if the Grantee ceases to be employed by or ceases to provide services to the Company
or a Subsidiary, the following rules shall apply (the last day that the Grantee is employed by or provides services to the Company or a Subsidiary is referred to as the Grantee’s “Severance Date”): 

 

	 	•	 	other than as expressly provided below in this Section 4.3, (a) the Grantee will have until the date that is 3 months after his or her Severance Date to exercise the Option (or portion thereof) to the extent
that it was vested on the Severance Date, (b) the Option, to the extent not vested on the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for the 3-month period following the Severance
Date and not exercised during such period, shall terminate at the close of business on the last day of the 3-month period; 

  

	 	•	 	if the termination of the Grantee’s employment or services is the result of the Grantee’s death or Total Disability (as defined below), (a) the Grantee (or his beneficiary or personal representative, as
the case may be) will have until the date that is 12 months after the Grantee’s Severance Date to exercise the Option (or portion thereof) to the extent that it was vested on the Severance Date, (b) the Option, to the extent not vested on
the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for the 12-month period following the Severance Date and not exercised during such period, shall terminate at the close of business on the
last day of the 12-month period; 

  

	 	•	 	if the Grantee’s employment or services are terminated by the Company or a Subsidiary for Cause (as defined below), the Option (whether vested or not) shall terminate on the Severance Date. 


For purposes of the Option, “Total Disability” means a “permanent and total disability” (within the meaning of
Section 22(e)(3) of the Code or as otherwise determined by the Administrator). 
 For purposes of the Option, “Cause”
means that the Grantee: 
 has been negligent in the discharge of his or her duties to the Company or any of its
Subsidiaries, has refused to perform stated or assigned duties or is incompetent in or (other than by reason of a disability or analogous condition) incapable of performing those duties; 







 has been dishonest or committed or engaged in an act of theft, embezzlement or
fraud, a breach of confidentiality, an unauthorized disclosure or use of inside information, customer lists, trade secrets or other confidential information; has breached a fiduciary duty, or willfully and materially violated any other duty, law,
rule, regulation or policy of the Company, any of its Subsidiaries or any affiliate of the Company or any of its Subsidiaries; or has been convicted of a felony or misdemeanor (other than minor traffic violations or similar offenses); 

has materially breached any of the provisions of any agreement with the Company, any of its Subsidiaries or any affiliate of
the Company or any of its Subsidiaries; or 
 has engaged in unfair competition with, or otherwise acted intentionally in a
manner injurious to the reputation, business or assets of, the Company, any of its Subsidiaries or any affiliate of the Company or any of its Subsidiaries; has improperly induced a vendor or customer to break or terminate any contract with the
Company, any of its Subsidiaries or any affiliate of the Company or any of its Subsidiaries; or has induced a principal for whom the Company, any of its Subsidiaries or any affiliate of the Company or any of its Subsidiaries acts as agent to
terminate such agency relationship. 
 In all events the Option is subject to earlier termination on the Expiration Date of the Option or as
contemplated by Section 4.2. The Administrator shall be the sole judge of whether the Grantee continues to render employment or services for purposes of this Option Agreement. 

Notwithstanding any post-termination exercise period provided for herein or in the Plan, the Option will qualify as an ISO only if it is
exercised within the applicable exercise periods for ISOs under, and meets all of the other requirements of, the Code. If the Option is not exercised within the applicable exercise periods for ISOs or does not meet such other requirements, the
Option will be rendered a nonqualified stock option. 
  

	5.	Non-Transferability. 

 The Option and any other rights of the Grantee under this
Option Agreement or the Plan are nontransferable and exercisable only by the Grantee, except as set forth in Section 5.7 of the Plan. 
  

	6.	Notices. 

 Any notice to be given under the terms of this Option Agreement shall
be in writing and addressed to the Company at its principal office to the attention of the Secretary, and to the Grantee at the address last reflected on the Company’s payroll records, or at such other address as either party may hereafter
designate in writing to the other. Any such notice shall be given in writing and shall be delivered in person or shall be enclosed in a properly sealed envelope addressed as aforesaid, registered or certified, and deposited (postage and registry or
certification fee prepaid) through an internationally-recognized express courier service. Any such notice shall be given only when received, but if the Grantee is no longer employed by the Company or a Subsidiary, shall be deemed to have been duly
given five business days after the date mailed in accordance with the foregoing provisions of this Section 6. 








	7.	Plan. 

 The Option and all rights of the Grantee under this Option Agreement are
subject to the terms and conditions of the Plan, incorporated herein by this reference. The Grantee agrees to be bound by the terms of the Plan and this Option Agreement (including these Terms). The Grantee acknowledges having read and understanding
the Plan, the Prospectus for the Plan, and this Option Agreement. Unless otherwise expressly provided in other sections of this Option Agreement, provisions of the Plan that confer discretionary authority on the Board or the Administrator do not and
shall not be deemed to create any rights in the Grantee unless such rights are expressly set forth herein or are otherwise in the sole discretion of the Board or the Administrator so conferred by appropriate action of the Board or the Administrator
under the Plan after the date hereof. 
  

	8.	Entire Agreement. 

 This Option Agreement (including these Terms) and the Plan
together constitute the entire agreement and supersede all prior understandings and agreements, written or oral, of the parties hereto with respect to the subject matter hereof. The Plan and this Option Agreement may be amended pursuant to
Section 8.6 of the Plan. Such amendment must be in writing and signed by the Company. The Company may, however, unilaterally waive any provision hereof in writing to the extent such waiver does not adversely affect the interests of the Grantee
hereunder, but no such waiver shall operate as or be construed to be a subsequent waiver of the same provision or a waiver of any other provision hereof. 
  

	9.	Governing Law; Limited Rights; Severability. 

 9.1 Cayman Islands Laws;
Construction. This Option Agreement shall be governed by and construed and enforced in accordance with the laws of the Cayman Islands without regard to conflict of law principles thereunder. The terms of the Option grant have resulted from the
negotiations of the parties and each of the parties has had an opportunity to obtain and consult with its own counsel. The language of all parts of the Plan and this Option Agreement (including these Terms) shall in all cases be construed as a
whole, according to its fair meaning, and not strictly for or against either of the parties. 
 9.2 Limited Rights. The Grantee has no
rights as a shareholder of the Company with respect to the Option as set forth in Section 8.7 of the Plan. The Option does not place any limit on the corporate authority of the Company as set forth in Section 8.12 of the Plan. 

9.3 Severability. If the arbitrator selected in accordance with this Option Agreement or a court of competent jurisdiction determines
that any portion of this Option Agreement or the Plan is in violation of any statute or public policy, then only the portions of this Option Agreement and the Plan, as applicable, which violate such statute or public policy shall be stricken, and
all portions of this Option Agreement and the Plan which do not violate any public policy or statute shall continue in full force and effect. Furthermore, it is the parties’ intent that any court order striking any portion of this Option
Agreement and/or the Plan should modify the stricken terms as narrowly as possible to give as much effect as possible to the intentions of the parties hereunder. 








	10.	Arbitration. 

 10.1 Any dispute, controversy or claim (each, a
“Dispute”) arising out of, in connection with or relating to this Option Agreement, including the interpretation, validity, invalidity, breach or termination thereof, shall be settled by arbitration. 

10.2 The arbitration shall be conducted in Hong Kong under the Hong Kong International Arbitration Centre Administered Arbitration Rules
in force when the Notice of Arbitration is submitted in accordance with the said Rule. There shall be one (1) arbitrator who shall be selected by the Hong Kong International Arbitration Centre. 

10.3 The arbitration proceedings shall be conducted in English. 

10.4 Each party shall cooperate with the other in making full disclosure of and providing complete access to all information and
documents requested by the other in connection with such arbitration proceedings, subject only to any doctrine of legal privilege or any confidentiality obligations binding on such party. 

10.5 The costs of arbitration shall be borne by the losing party, unless otherwise determined by the arbitration tribunal. 

10.6 When any Dispute occurs and when any Dispute is under arbitration, except for the matters in Dispute, the parties shall continue to
fulfill their respective obligations and shall be entitled to exercise their rights under this Option Agreement. 
 10.7 The award of
the arbitration tribunal shall be final and binding upon the parties, and the prevailing party may apply to a court of competent jurisdiction for enforcement of such award. 

10.8 Either party shall be entitled to seek preliminary injunctive relief from any court of competent jurisdiction pending the
constitution of the arbitration tribunal. 
  

	11.	Effect of this Agreement. 

 Subject to the Company’s right to terminate the
Option pursuant to Section 7.2 of the Plan, this Option Agreement shall be assumed by, be binding upon and inure to the benefit of any successor or successors to the Company. 

 

	12.	Counterparts. 

 This Option Agreement may be executed simultaneously in any number
of counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. 
  

	13.	Section Headings. 

 The section headings of this Option Agreement are for
convenience of reference only and shall not be deemed to alter or affect any provision hereof. 








	14.	Clawback Policy. 

 The Option is subject to the terms of the Company’s
recoupment, clawback or similar policy as it may be in effect from time to time, as well as any similar provisions of applicable law, any of which could in certain circumstances require forfeiture of the Option and repayment or forfeiture of any
Ordinary Shares or other cash or property received with respect to the Option (including any value received from a disposition of the shares acquired upon exercise of the Option). 







 MONTAGE TECHNOLOGY GROUP LIMITED 

2013 PERFORMANCE INCENTIVE PLAN 

NONQUALIFIED STOCK OPTION AGREEMENT 

THIS NONQUALIFIED STOCK OPTION AGREEMENT (this “Option Agreement”) dated
            by and between Montage Technology Group Limited, a Cayman Islands company (the “Company”), and
            (the “Grantee”) evidences the nonqualified stock option (the “Option”) granted by the Company to the Grantee as to the number of the
Company’s Ordinary Shares first set forth below. 
  

			
	Number of Ordinary Shares:3     
                    	  	Award Date:                             
		
	Exercise Price per Share:1
        $                    	  	Expiration Date:1,4
                                

 Vesting1,2 [The Option shall
become vested as to 25% of the total number of Ordinary Shares subject to the Option on the first anniversary of the Award Date. The remaining 75% of the total number of Ordinary Shares subject to the Option shall become vested in 36 substantially
equal monthly installments, with the first installment vesting on the last day of the month following the month in which the first anniversary of the Award Date occurs and an additional installment vesting on the last day of each of the 35 months
thereafter.] 

 The Option is granted under the Montage Technology Group Limited 2013 Performance Incentive Plan (the
“Plan”) and is subject to the Terms and Conditions of Nonqualified Stock Option (the “Terms”) attached to this Option Agreement (incorporated herein by this reference) and to the Plan. The Option has been granted to
the Grantee in addition to, and not in lieu of, any other form of compensation otherwise payable or to be paid to the Grantee. Capitalized terms are defined in the Plan if not defined herein. The parties agree to the terms of the Option set forth
herein. The Grantee acknowledges receipt of a copy of the Terms, the Plan and the Prospectus for the Plan. 
  

					
	“GRANTEE”	  	MONTAGE TECHNOLOGY GROUP LIMITED
 a Cayman Islands Company

	  
	  	
	Signature	  	By:	  	  

	  
	  	Print Name:	  	  

	Print Name	  	Title:	  	  


 CONSENT OF SPOUSE 

In consideration of the Company’s execution of this Option Agreement, the undersigned spouse of the Grantee agrees to be bound by all of
the terms and provisions hereof and of the Plan. 
  
  

Signature of Spouse Date 
  

 

	3 	Subject to adjustment under Section 7.1 of the Plan. 


	4 	Subject to early termination under Section 4 of the Terms and Section 7.2 of the Plan. 








 TERMS AND CONDITIONS OF NONQUALIFIED STOCK OPTION 

 

	15.	Vesting; Limits on Exercise; Incentive Stock Option Status. 

 The Option shall
vest and become exercisable in percentage installments of the aggregate number of shares subject to the Option as set forth on the cover page of this Option Agreement. The Option may be exercised only to the extent the Option is vested and
exercisable. 
  

	 	•	 	Cumulative Exercisability. To the extent that the Option is vested and exercisable, the Grantee has the right to exercise the Option (to the extent not previously exercised), and such right shall continue, until
the expiration or earlier termination of the Option. 

  

	 	•	 	No Fractional Shares. Fractional share interests shall be disregarded, but may be cumulated. 

  

	 	•	 	Minimum Exercise. No fewer than 100 Ordinary Shares (subject to adjustment under Section 7.1 of the Plan) may be purchased at any one time, unless the number purchased is the total number at the time
exercisable under the Option. 

  

	 	•	 	Nonqualified Stock Option. The Option is a nonqualified stock option and is not, and shall not be, an incentive stock option within the meaning of Section 422 of the Code. 


 

	16.	Continuance of Employment/Service Required; No Employment/Service Commitment. 


The vesting schedule applicable to the Option requires continued employment or service through each applicable vesting date as a condition to
the vesting of the applicable installment of the Option and the rights and benefits under this Option Agreement. Employment or service for only a portion of the vesting period, even if a substantial portion, will not entitle the Grantee to any
proportionate vesting or avoid or mitigate a termination of rights and benefits upon or following a termination of employment or services as provided in Section 4 below or under the Plan. 

Nothing contained in this Option Agreement or the Plan constitutes a continued employment or service commitment by the Company or any of its
Subsidiaries, confers upon the Grantee any right to remain employed by or in service to the Company or any Subsidiary, interferes in any way with the right of the Company or any Subsidiary at any time to terminate such employment or service, or
affects the right of the Company or any Subsidiary to increase or decrease the Grantee’s other compensation. Nothing in this Option Agreement, however, is intended to adversely affect any independent contractual right of the Grantee without
his/her consent thereto. 
  

	17.	Method of Exercise of Option. 

 The Option shall be exercisable by the delivery to
the Secretary of the Company (or such other person as the Administrator may require pursuant to such administrative exercise procedures as the Administrator may implement from time to time) of: 








	 	•	 	a written notice stating the number of Ordinary Shares to be purchased pursuant to the Option or by the completion of such other administrative exercise procedures as the Administrator may require from time to time,


  

	 	•	 	payment in full for the Exercise Price of the shares to be purchased in cash, check or by electronic funds transfer to the Company, or (subject to compliance with all applicable laws, rules, regulations and listing
requirements and further subject to such rules as the Administrator may adopt as to any non-cash payment) in Ordinary Shares already owned by the Grantee, valued at their fair market value (as determined under the Plan) on the exercise date;


  

	 	•	 	any written statements or agreements required pursuant to Section 8.1 of the Plan; and 

  

	 	•	 	satisfaction of the tax withholding provisions of Section 8.5 of the Plan. 

 The
Administrator also may, but is not required to, authorize a non-cash payment alternative by one or more of the following methods (subject in each case to compliance with all applicable laws, rules, regulations and listing requirements and further
subject to such rules as the Administrator may adopt as to any such payment method): 
  

	 	•	 	notice and third party payment in such manner as may be authorized by the Administrator; 

  

	 	•	 	in Ordinary Shares already owned by the Grantee, valued at their fair market value (as determined under the Plan) on the exercise date; 


 

	 	•	 	a reduction in the number of Ordinary Shares otherwise deliverable to the Grantee (valued at their fair market value on the exercise date, as determined under the Plan) pursuant to the exercise of the Option; or


  

	 	•	 	a “cashless exercise” with a third party who provides simultaneous financing for the purposes of (or who otherwise facilitates) the exercise of the Option. 


 

	18.	Early Termination of Option. 

 18.1 Expiration Date. Subject to
earlier termination as provided below in this Section 4, the Option will terminate on the “Expiration Date” set forth on the cover page of this Option Agreement (the “Expiration Date”). 

18.2 Possible Termination of Option upon Certain Corporate Events. The Option is subject to termination in connection with certain
corporate events as provided in Section 7.2 of the Plan. 
 18.3 Termination of Option upon a Termination of Grantee’s
Employment or Services. Subject to earlier termination on the Expiration Date of the Option or pursuant to Section 4.2 above, if the Grantee ceases to be employed by or ceases to provide services to the Company or a Subsidiary, the
following rules shall apply (the last day that the Grantee is employed by or provides services to the Company or a Subsidiary is referred to as the Grantee’s “Severance Date”): 








	 	•	 	other than as expressly provided below in this Section 4.3, (a) the Grantee will have until the date that is 3 months after his or her Severance Date to exercise the Option (or portion thereof) to the extent
that it was vested on the Severance Date, (b) the Option, to the extent not vested on the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for the 3-month period following the Severance
Date and not exercised during such period, shall terminate at the close of business on the last day of the 3-month period; 

  

	 	•	 	if the termination of the Grantee’s employment or services is the result of the Grantee’s death or Total Disability (as defined below), (a) the Grantee (or his beneficiary or personal representative, as
the case may be) will have until the date that is 12 months after the Grantee’s Severance Date to exercise the Option (or portion thereof) to the extent that it was vested on the Severance Date, (b) the Option, to the extent not vested on
the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for the 12-month period following the Severance Date and not exercised during such period, shall terminate at the close of business on the
last day of the 12-month period; 

  

	 	•	 	if the Grantee’s employment or services are terminated by the Company or a Subsidiary for Cause (as defined below), the Option (whether vested or not) shall terminate on the Severance Date. 


For purposes of the Option, “Total Disability” means a “permanent and total disability” (within the meaning of
Section 22(e)(3) of the Code or as otherwise determined by the Administrator). 
 For purposes of the Option, “Cause”
means that the Grantee: 
 has been negligent in the discharge of his or her duties to the Company or any of its
Subsidiaries, has refused to perform stated or assigned duties or is incompetent in or (other than by reason of a disability or analogous condition) incapable of performing those duties; 

has been dishonest or committed or engaged in an act of theft, embezzlement or fraud, a breach of confidentiality, an
unauthorized disclosure or use of inside information, customer lists, trade secrets or other confidential information; has breached a fiduciary duty, or willfully and materially violated any other duty, law, rule, regulation or policy of the
Company, any of its Subsidiaries or any affiliate of the Company or any of its Subsidiaries; or has been convicted of a felony or misdemeanor (other than minor traffic violations or similar offenses); 

has materially breached any of the provisions of any agreement with the Company, any of its Subsidiaries or any affiliate of
the Company or any of its Subsidiaries; or 







 has engaged in unfair competition with, or otherwise acted intentionally in a
manner injurious to the reputation, business or assets of, the Company, any of its Subsidiaries or any affiliate of the Company or any of its Subsidiaries; has improperly induced a vendor or customer to break or terminate any contract with the
Company, any of its Subsidiaries or any affiliate of the Company or any of its Subsidiaries; or has induced a principal for whom the Company, any of its Subsidiaries or any affiliate of the Company or any of its Subsidiaries acts as agent to
terminate such agency relationship. 
 In all events the Option is subject to earlier termination on the Expiration Date of the Option or as
contemplated by Section 4.2. The Administrator shall be the sole judge of whether the Grantee continues to render employment or services for purposes of this Option Agreement. 

 

	19.	Non-Transferability. 

 The Option and any other rights of the Grantee under this
Option Agreement or the Plan are nontransferable and exercisable only by the Grantee, except as set forth in Section 5.7 of the Plan. 
  

	20.	Notices. 

 Any notice to be given under the terms of this Option Agreement shall
be in writing and addressed to the Company at its principal office to the attention of the Secretary, and to the Grantee at the address last reflected on the Company’s payroll records, or at such other address as either party may hereafter
designate in writing to the other. Any such notice shall be given in writing and shall be delivered in person or shall be enclosed in a properly sealed envelope addressed as aforesaid, registered or certified, and deposited (postage and registry or
certification fee prepaid) through an internationally-recognized express courier service. Any such notice shall be given only when received, but if the Grantee is no longer employed by the Company or a Subsidiary, shall be deemed to have been duly
given five business days after the date mailed in accordance with the foregoing provisions of this Section 6. 
  

	21.	Plan. 

 The Option and all rights of the Grantee under this Option Agreement are
subject to the terms and conditions of the Plan, incorporated herein by this reference. The Grantee agrees to be bound by the terms of the Plan and this Option Agreement (including these Terms). The Grantee acknowledges having read and understanding
the Plan, the Prospectus for the Plan, and this Option Agreement. Unless otherwise expressly provided in other sections of this Option Agreement, provisions of the Plan that confer discretionary authority on the Board or the Administrator do not and
shall not be deemed to create any rights in the Grantee unless such rights are expressly set forth herein or are otherwise in the sole discretion of the Board or the Administrator so conferred by appropriate action of the Board or the Administrator
under the Plan after the date hereof. 








	22.	Entire Agreement. 

 This Option Agreement (including these Terms) and the Plan
together constitute the entire agreement and supersede all prior understandings and agreements, written or oral, of the parties hereto with respect to the subject matter hereof. The Plan and this Option Agreement may be amended pursuant to
Section 8.6 of the Plan. Such amendment must be in writing and signed by the Company. The Company may, however, unilaterally waive any provision hereof in writing to the extent such waiver does not adversely affect the interests of the Grantee
hereunder, but no such waiver shall operate as or be construed to be a subsequent waiver of the same provision or a waiver of any other provision hereof. 
  

	23.	Governing Law; Limited Rights; Severability. 

 23.1 Cayman Islands Laws;
Construction. This Option Agreement shall be governed by and construed and enforced in accordance with the laws of the Cayman Islands without regard to conflict of law principles thereunder. The terms of the Option grant have resulted from the
negotiations of the parties and each of the parties has had an opportunity to obtain and consult with its own counsel. The language of all parts of the Plan and this Option Agreement (including these Terms) shall in all cases be construed as a
whole, according to its fair meaning, and not strictly for or against either of the parties. 
 23.2 Limited Rights. The Grantee has
no rights as a shareholder of the Company with respect to the Option as set forth in Section 8.7 of the Plan. The Option does not place any limit on the corporate authority of the Company as set forth in Section 8.12 of the Plan. 

23.3 Severability. If the arbitrator selected in accordance with this Option Agreement or a court of competent jurisdiction determines
that any portion of this Option Agreement or the Plan is in violation of any statute or public policy, then only the portions of this Option Agreement and the Plan, as applicable, which violate such statute or public policy shall be stricken, and
all portions of this Option Agreement and the Plan which do not violate any public policy or statute shall continue in full force and effect. Furthermore, it is the parties’ intent that any court order striking any portion of this Option
Agreement and/or the Plan should modify the stricken terms as narrowly as possible to give as much effect as possible to the intentions of the parties hereunder. 
  

	24.	Arbitration. 

 24.1 Any dispute, controversy or claim (each, a
“Dispute”) arising out of, in connection with or relating to this Option Agreement, including the interpretation, validity, invalidity, breach or termination thereof, shall be settled by arbitration. 

24.2 The arbitration shall be conducted in Hong Kong under the Hong Kong International Arbitration Centre Administered Arbitration Rules
in force when the Notice of Arbitration is submitted in accordance with the said Rule. There shall be one (1) arbitrator who shall be selected by the Hong Kong International Arbitration Centre. 

24.3 The arbitration proceedings shall be conducted in English. 







 24.4 Each party shall cooperate with the other in making full disclosure of and providing
complete access to all information and documents requested by the other in connection with such arbitration proceedings, subject only to any doctrine of legal privilege or any confidentiality obligations binding on such party. 

24.5 The costs of arbitration shall be borne by the losing party, unless otherwise determined by the arbitration tribunal. 

24.6 When any Dispute occurs and when any Dispute is under arbitration, except for the matters in Dispute, the parties shall continue to
fulfill their respective obligations and shall be entitled to exercise their rights under this Option Agreement. 
 24.7 The award of
the arbitration tribunal shall be final and binding upon the parties, and the prevailing party may apply to a court of competent jurisdiction for enforcement of such award. 

24.8 Either party shall be entitled to seek preliminary injunctive relief from any court of competent jurisdiction pending the
constitution of the arbitration tribunal. 
  

	25.	Effect of this Agreement. 

 Subject to the Company’s right to terminate the
Option pursuant to Section 7.2 of the Plan, this Option Agreement shall be assumed by, be binding upon and inure to the benefit of any successor or successors to the Company. 

 

	26.	Counterparts. 

 This Option Agreement may be executed simultaneously in any number
of counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. 
  

	27.	Section Headings. 

 The section headings of this Option Agreement are for
convenience of reference only and shall not be deemed to alter or affect any provision hereof. 
  

	28.	Clawback Policy. 

 The Option is subject to the terms of the Company’s
recoupment, clawback or similar policy as it may be in effect from time to time, as well as any similar provisions of applicable law, any of which could in certain circumstances require forfeiture of the Option and repayment or forfeiture of any
Ordinary Shares or other cash or property received with respect to the Option (including any value received from a disposition of the shares acquired upon exercise of the Option).