Registrant's 2006 Share Incentive Plan



 Exhibit 10.1 
 CDMTV HOLDING COMPANY 
 2006 SHARE INCENTIVE PLAN 
 ARTICLE 1 
 PURPOSE 

The purpose of the CDMTV Holding Company 2006 Share Incentive Plan (the “Plan”) is to promote the success and enhance the value of
CDMTV Holding Company, a Cayman Islands company (the “Company”) by linking the personal interests of the members of the Board, Employees and Consultants to those of Company shareholders and by providing such individuals with an
incentive for outstanding performance to generate superior returns to Company shareholders. The Plan is further intended to provide flexibility to the Company in its ability to motivate, attract, and retain the services of members of the Board,
Employees and Consultants upon whose judgment, interest, and special effort the successful conduct of the Company’s operation is largely dependent. 
 ARTICLE 2 
 DEFINITIONS AND CONSTRUCTION 
 Wherever the following terms are used in the Plan they shall have the meanings specified below, unless the context clearly indicates otherwise. The
singular pronoun shall include the plural where the context so indicates. 
 2.1 “Applicable Laws” means the legal
requirements relating to the Plan and the Awards under applicable provisions of the corporate and securities laws of the Cayman Islands, the Code, the PRC tax laws, rules, regulations and government orders, the rules of any applicable Share exchange
or national market system, and the laws and the rules of any jurisdiction applicable to Awards granted to residents therein. 
 2.2
“Award” means an Option, a Restricted Share award, or a Restricted Share Unit award granted to a Participant pursuant to the Plan. 
 2.3 “Award Agreement” means any written agreement, contract, or other instrument or document evidencing an Award, including through electronic medium. 
 2.4 “Board” means the Board of Directors of the Company. 
 2.5 “Change in Control” means and includes each of the following: (a) (i) the merger or consolidation of the Company or a Subsidiary into or with one or more Persons, (ii) the merger or
consolidation of one or more Persons into or with the Company or a Subsidiary or (iii) a tender offer or other business combination if, in the case of (i), (ii) or (iii), the shareholders of the Company prior to such merger or
consolidation do not retain, directly or indirectly, at least a majority of the voting power of the surviving Person or (b) the voluntary issuance, sale, conveyance, exchange or transfer to another Person of (i) the voting Share Capital of
the Company or 








 
a Subsidiary if, after such sale, conveyance, exchange or transfer, the shareholders of the Company prior to such issuance, sale, conveyance, exchange or
transfer do not retain, directly or indirectly, at least a majority of the voting power of the Company or (c) the voluntary sale, conveyance, exchange or transfer to another Person of all or substantially all of the assets of the Company or
(d) the Company’s shareholders approve a liquidation or dissolution of the Company. 
 The Committee shall determine whether a
Change in Control of the Company has occurred under the above definition, and the date of the occurrence of such Change in Control and any incidental matters relating thereto. 
 2.6 “Code” means the Internal Revenue Code of 1986 of the United States, as amended. 
 2.7 “Committee” means the committee of the Board described in Article 10. 
 2.8 “Consultant” means any consultant or adviser if: (a) the consultant or adviser renders bona fide services to the Company or a
Subsidiary; (b) the services rendered by the consultant or adviser are not in connection with the offer or sale of securities in a capital-raising transaction and do not directly or indirectly promote or maintain a market for the Company’s
securities; and (c) the consultant or adviser is a natural person who has contracted directly with the Company or a Subsidiary to render such services. 
 2.9 “Disability” means that the Participant qualifies to receive long-term disability payments under the Company’s long-term disability insurance program, as it may be amended from time to time,
to which the Participant provides services regardless of whether the Participant is covered by such policy. 
 2.10 “Effective
Date” shall have the meaning set forth in Section 11.1. 
 2.11 “Employee” means any officer or other employee
of the Company or any Subsidiary. A person shall not cease to be an Employee in the case of (a) any leave of absence approved by the Company, or (b) transfers between locations of the Company or between the Company, any Subsidiary or any
successor. For purposes of Incentive Share Options, no such leave may exceed 90 days, unless reemployment upon expiration of such leave is guaranteed by statute or contract. Neither service as a director nor payment of a director’s fee by the
Company shall be sufficient, by itself, to constitute “employment” by the Company. 
 2.12 “Exchange Act” means
the Securities Exchange Act of 1934 of the United States, as amended. 
 2.13 “Fair Market Value” means, as of any date, the
value of Shares determined as follows: 
 (a) If the Shares are listed on any recognized stock exchange or a national market system, including
without limitation, the Nasdaq Global Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market, its Fair Market Value shall be the closing sales price for such Shares (or the closing bid, if no sales were reported) as quoted on such exchange
or system for the last market trading day prior to the date of determination, as reported in The Wall Street Journal or such other source as the Committee deems reliable; 
  

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 (b) If the Shares are regularly quoted by a recognized securities dealer but selling prices are not
reported, its Fair Market Value shall be the mean of the closing bid and asked prices for the Shares on the date prior to the date of determination as reported in The Wall Street Journal or such other source as the Committee deems reliable;
or 
 (c) In the absence of an established market for the Shares, the Fair Market Value thereof shall be determined in good faith by the
Committee. 
 2.14 “Incentive Share Option” means an Option that is intended to meet the requirements of Section 422 of
the Code or any successor provision thereto. 
 2.15 “Independent Director” means a member of the Board who is not an
Employee of the Company. 
 2.16 “Non-Qualified Share Option” means an Option that is not intended to be an Incentive Share
Option. 
 2.17 “Option” means a right granted to a Participant pursuant to Article 5 of the Plan to purchase a specified
number of Shares at a specified price during specified time periods. An Option may be either an Incentive Share Option or a Non-Qualified Share Option. 
 2.18 “Participant” means a person who, as a member of the Board, Employee or Consultant, has been granted an Award pursuant to the Plan. 
 2.19 “Plan” means this CDMTV Holding Company 2006 Share Incentive Plan, as amended from time to time. 
 2.20 “Person” means any individual, firm, corporation, partnership, trust, incorporated or unincorporated association, joint venture,
joint stock company, limited liability company, Governmental Authority or other entity of any kind, and shall include any successor (by merger or otherwise) of such entity. 
 2.21 “PRC” means the People’s Republic of China. 
 2.22 “Restricted Share” means a Share awarded to a Participant pursuant to Article 6 that is subject to certain restrictions and may be subject to risk of forfeiture. 
 2.23 “Restricted Share Unit” means an Award granted pursuant to Section 7.1. 
 2.24 “Securities Act” means the Securities Act of 1933 of the United States, as amended. 
 2.25 “Share” means the ordinary share capital of the Company, par value US$0.0001 per share, and such other securities of the Company
that may be substituted for Shares pursuant to Article 10. 
  

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 2.26 “Share Capital” means, with respect to any Person, any and all shares, interests,
participations, rights in, or other equivalents (however designated and whether voting or non-voting) of, such Person’s share capital (including, without limitation, ordinary shares and preferred shares) and any and all rights, warrants or
options exchangeable for or convertible into such share capital. 
 2.27 “Share Payment” means (a) a payment in the
form of Shares, or (b) an option or other right to purchase Shares, as part of any bonus, deferred compensation or other arrangement, made in lieu of all or any portion of the compensation, granted pursuant to Article 8. 
 2.28 “Subsidiary” means any corporation or other entity of which a majority of the outstanding voting shares or voting power is
beneficially owned directly or indirectly by the Company. 
 ARTICLE 3 
 SHARES SUBJECT TO THE PLAN 
 3.1 Number of Shares. 
 (a) Subject to Section 3.1(b) and 3.2, the aggregate number of Shares which may be issued or transferred pursuant to Awards under the Plan shall be
4,000,000 shares. 
 (b) To the extent that an Award terminates, expires, or lapses for any reason, any Shares subject to the Award shall
again be available for the grant of an Award pursuant to the Plan. Additionally, any Shares tendered or withheld to satisfy the grant or exercise price or tax withholding obligation pursuant to any Award shall again be available for the grant of an
Award pursuant to the Plan. To the extent permitted by applicable law or any exchange rule, Shares issued in assumption of, or in substitution for, any outstanding awards of any entity acquired in any form of combination by the Company or any
Subsidiary shall not be counted against Shares available for grant pursuant to this Plan. 
 3.2 Shares Distributed. Any Shares
distributed pursuant to an Award may consist, in whole or in part, of authorized and unissued Shares, treasury or Shares purchased on the open market. Additionally, in the discretion of the Committee, American Depository Shares in an amount equal to
the number of Shares which otherwise would be distributed pursuant to an Award may be distributed in lieu of Shares in settlement of any Award. If the number of Shares represented by an American Depository Share is other than on a one-to-one basis,
the limitations of Section 3.1 shall be adjusted to reflect the distribution of American Depository Shares in lieu of Shares. 
 ARTICLE 4 
 ELIGIBILITY AND PARTICIPATION 
 4.1 Eligibility. Persons eligible to participate in this Plan include Employees, Consultants and all members of the Board, as determined by the
Committee. 
  

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 4.2 Participation. Subject to the provisions of the Plan, the Committee may, from time to time,
select from among all eligible individuals, those to whom Awards shall be granted and shall determine the nature and amount of each Award. No individual shall have any right to be granted an Award pursuant to this Plan. 
 4.3 Jurisdictions. In order to assure the viability of Awards granted to Participants employed in various jurisdictions, the Committee may provide
for such special terms as it may consider necessary or appropriate to accommodate differences in local law, tax policy, or custom applicable in the jurisdiction in which the Participant resides or is employed. Moreover, the Committee may approve
such supplements to, or amendments, restatements, or alternative versions of, the Plan as it may consider necessary or appropriate for such purposes without thereby affecting the terms of the Plan as in effect for any other purpose; provided,
however, that no such supplements, amendments, restatements, or alternative versions shall increase the share limitations contained in Section 3.1 of the Plan. Notwithstanding the foregoing, the Committee may not take any actions hereunder,
and no Awards shall be granted, that would violate any Applicable Laws. 
 ARTICLE 5 
 OPTIONS 
 5.1 General. The
Committee is authorized to grant Options to Participants on the following terms and conditions: 
 (a) Exercise Price. The exercise
price per Share subject to an Award shall be determined by the Committee and set forth in the Award Agreement. 
 (b) Time and Conditions
of Exercise. The Committee shall determine the time or times at which an Option may be exercised in whole or in part, including exercise prior to vesting; provided that the term of any Option granted under the Plan shall not exceed ten
years, except as provided in Section 10.2. The Committee shall also determine any conditions, if any, that must be satisfied before all or part of an Option may be exercised. 
 (c) Payment. The Committee shall determine the methods by which the exercise price of an Option may be paid, the form of payment, including,
without limitation (i) cash or check denominated in U.S. Dollars, (ii) Shares held for such period of time as may be required by the Committee in order to avoid adverse financial accounting consequences and having a Fair Market Value on
the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, (iii) by delivery of a notice that the Participant has placed a market sell order with a broker with respect to Shares then issuable upon
exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; provided that payment of such proceeds is then made to the
Company upon settlement of such sale, and the methods by which Shares shall be delivered or deemed to be delivered to Participants (iv) other property acceptable to the Committee with a Fair Market Value equal to the exercise price, or
(v) any combination of the foregoing. Notwithstanding any other provision of the Plan to the contrary, no Participant who is a member of the Board or an “executive officer” of the Company within the meaning of Section 13(k) of
the Exchange Act shall be permitted to pay the exercise price of an Option in any method which would violate Section 13(k) of the Exchange Act. 
  

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 (d) Evidence of Grant. All Options shall be evidenced by an Award Agreement between the Company
and the Participant. The Award Agreement shall include such additional provisions as may be specified by the Committee. 
 5.2 Incentive
Share Options. Incentive Share Options shall be granted only to Employees of the Company or Subsidiary of the Company which is a corporation. Incentive Share Options may not be granted to Employees of a Related Entity. The terms of any Incentive
Share Options granted pursuant to the Plan, in addition to the requirements of Section 5.1, must comply with the following additional provisions of this Section 5.2: 
 (a) Exercise Price. The exercise price per Share shall be set by the Committee; provided that subject to Section 5.2(e) the exercise
price for any Incentive Share Option shall not be less than 100% of the Fair Market Value on the date of grant. 
 (b) Expiration.
Subject to Section 5.2(e), an Incentive Share Option may not be exercised to any extent by anyone after the first to occur of the following events: 
 (i) Ten years from the date it is granted, unless an earlier time is set in the Award Agreement; 
 (ii)
Three months after the Participant’s termination of employment as an Employee; and 
 (iii) One year after the date of the
Participant’s termination of employment or service on account of Disability or death. Upon the Participant’s Disability or death, any Incentive Share Options exercisable at the Participant’s Disability or death may be exercised by the
Participant’s legal representative or representatives, by the person or persons entitled to do so pursuant to the Participant’s last will and testament, or, if the Participant fails to make testamentary disposition of such Incentive Share
Option or dies intestate, by the person or persons entitled to receive the Incentive Share Option pursuant to the applicable laws of descent and distribution. 
 (c) Individual Dollar Limitation. The aggregate Fair Market Value (determined as of the time the Award is granted) of all Shares with respect to which Incentive Share Options are first exercisable by a
Participant in any calendar year may not exceed $100,000 or such other limitation as imposed by Section 422(d) of the Code, or any successor provision. To the extent that Incentive Share Options are first exercisable by a Participant in excess
of such limitation, the excess shall be considered Non-Qualified Share Options. 
 (d) Ten Percent Owners. An Incentive Share Option
shall be granted to any individual who, at the date of grant, owns shares possessing more than ten percent of the total combined voting power of all classes of equity securities of the Company only if such Award is granted at a price that is not
less than 110% of Fair Market Value on the date of grant and the Award is exercisable for no more than five years from the date of grant. 
  

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 (e) Notice of Disposition. The Participant shall give the Company prompt notice of any disposition
of Shares acquired by exercise of an Incentive Share Option within (i) two years from the date of grant of such Incentive Share Option, or (ii) one year after the transfer of such Shares to the Participant. 
 (f) Right to Exercise. During a Participant’s lifetime, an Incentive Share Option may be exercised only by the Participant. 
 ARTICLE 6 
 RESTRICTED SHARES 

 6.1 Grant of Restricted Shares. The Committee is authorized to make Awards of Restricted Shares to any Participant selected by the
Committee in such amounts and subject to such terms and conditions as determined by the Committee. All Awards of Restricted Shares shall be evidenced by an Award Agreement. 
 6.2 Issuance and Restrictions. Restricted Shares shall be subject to such restrictions on transferability and other restrictions as the Committee
may impose (including, without limitation, limitations on the right to vote Restricted Shares or the right to receive dividends on the Restricted Share). These restrictions may lapse separately or in combination at such times, pursuant to such
circumstances, in such installments, or otherwise, as the Committee determines at the time of the grant of the Award or thereafter. 
 6.3 Forfeiture. Except as otherwise determined by the Committee at the time of the grant of the Award or thereafter, upon termination of employment or service during the applicable restriction period, Restricted Shares that
are at that time subject to restrictions shall be forfeited; provided, however, that the Committee may (a) provide in any Restricted Share Award Agreement that restrictions or forfeiture conditions relating to Restricted
Shares will be waived in whole or in part in the event of terminations resulting from specified causes, and (b) in other cases waive in whole or in part restrictions or forfeiture conditions relating to Restricted Shares. 
 6.4 Certificates for Restricted Shares. Restricted Shares granted pursuant to the Plan may be evidenced in such manner as the Committee shall
determine. If certificates representing Restricted Shares are registered in the name of the Participant, certificates must bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Restricted Shares, and the
Company may, at its discretion, retain physical possession of the certificate until such time as all applicable restrictions lapse. 
 ARTICLE 7 
 OTHER TYPES OF AWARDS 
 7.1 Restricted Share Units. The Committee is authorized to make Awards of Restricted Share Units to any Participant selected by the Committee in such amounts and subject to such terms and conditions as
determined by the Committee. At the time of grant, the Committee shall specify the date or dates on which the Restricted Share Units shall become fully vested and nonforfeitable, and may specify such conditions to vesting as it deems appropriate. At
the time of grant, the Committee shall specify the maturity date 

  

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applicable to each grant of Restricted Share Units which shall be no earlier than the vesting date or dates of the Award and may be determined at the
election of the grantee. On the maturity date, the Company shall transfer to the Participant one unrestricted, fully transferable Share for each Restricted Share Unit scheduled to be paid out on such date and not previously forfeited. The Committee
shall specify the purchase price, if any, to be paid by the grantee to the Company for such Shares. 
 7.2 Term. Except as otherwise
provided herein, the term of any Award of Restricted Share Units shall be set by the Committee in its discretion. 
 7.3 Exercise or
Purchase Price. The Committee may establish the exercise or purchase price, if any, of any Award of Restricted Share Units; provided, however, that such price shall not be less than the par value of a Share, unless otherwise permitted by
Applicable Law. 
 7.4 Exercise Upon Termination of Employment or Service. An Award of Restricted Share Units shall only be
exercisable or payable while the Participant is an Employee, Consultant or a member of the Board, as applicable; provided, however, that the Committee in its sole and absolute discretion may provide that an Award of Restricted Share Units may
be exercised or paid subsequent to a termination of employment, or following a Change of Control of the Company, or because of the Participant’s retirement, death or Disability, or otherwise. 
 7.5 Form of Payment. Payments with respect to any Awards granted under this Article 7 shall be made in cash (denominated in U.S. Dollars,), in
Shares or a combination of both, as determined by the Committee. 
 7.6 Award Agreement. All Awards under this Article 7 shall be
subject to such additional terms and conditions as determined by the Committee and shall be evidenced by an Award Agreement. 
 ARTICLE 8

 PROVISIONS APPLICABLE TO AWARDS 
 8.1 Stand-Alone and Tandem Awards. Awards granted pursuant to the Plan may, in the discretion of the Committee, be granted either alone, in addition to, or in tandem with, any other Award granted pursuant to
the Plan. Awards granted in addition to or in tandem with other Awards may be granted either at the same time as or at a different time from the grant of such other Awards. 
 8.2 Award Agreement. Awards under the Plan shall be evidenced by Award Agreements that set forth the terms, conditions and limitations for each
Award which may include the term of an Award, the provisions applicable in the event the Participant’s employment or service terminates, and the Company’s authority to unilaterally or bilaterally amend, modify, suspend, cancel or rescind
an Award. 
 8.3 Limits on Transfer. No right or interest of a Participant in any Award may be pledged, encumbered, or hypothecated to
or in favor of any party other than the Company or a Subsidiary, or shall be subject to any lien, obligation, or liability of such Participant to 

  

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any other party other than the Company or a Subsidiary. Except as otherwise provided by the Committee, no Award shall be alienated, assigned, transferred,
sold, or otherwise disposed of by a Participant other than by will or the laws of descent and distribution. The Committee by express provision in the Award or an amendment thereto may permit an Award (other than an Incentive Share Option) to be
transferred to, exercised by and paid to certain persons or entities related to the Participant, including but not limited to members of the Participant’s family, charitable institutions, or trusts or other entities whose beneficiaries or
beneficial owners are members of the Participant’s family and/or charitable institutions, or to such other persons or entities as may be expressly approved by the Committee, pursuant to such conditions and procedures as the Committee may
establish. Any permitted transfer shall be subject to the condition that the Committee receive evidence satisfactory to it that the transfer is being made for estate and/or tax planning purposes (or to a “blind trust” in connection with
the Participant’s termination of employment or service with the Company or a Subsidiary to assume a position with a governmental, charitable, educational or similar non-profit institution) and on a basis consistent with the Company’s
lawful issue of securities. 
 8.4 Beneficiaries. Notwithstanding Section 8.3, a Participant may, in the manner determined by the
Committee, designate a beneficiary to exercise the rights of the Participant and to receive any distribution with respect to any Award upon the Participant’s death. A beneficiary, legal guardian, legal representative, or other person claiming
any rights pursuant to the Plan is subject to all terms and conditions of the Plan and any Award Agreement applicable to the Participant, except to the extent the Plan and Award Agreement otherwise provide, and to any additional restrictions deemed
necessary or appropriate by the Committee. If the Participant is married and resides in a community property jurisdiction, a designation of a person other than the Participant’s spouse as his or her beneficiary with respect to more than 50% of
the Participant’s interest in the Award shall not be effective without the prior written consent of the Participant’s spouse. If no beneficiary has been designated or survives the Participant, payment shall be made to the person entitled
thereto pursuant to the Participant’s will or the laws of descent and distribution. Subject to the foregoing, a beneficiary designation may be changed or revoked by a Participant at any time provided the change or revocation is filed with the
Committee. 
 8.5 Share Certificates. Notwithstanding anything herein to the contrary, the Company shall not be required to issue or
deliver any certificates evidencing shares of Share pursuant to the exercise of any Award, unless and until the Board has determined, with advice of counsel, that the issuance and delivery of such certificates is in compliance with all Applicable
Laws, regulations of governmental authorities and, if applicable, the requirements of any exchange on which the Shares are listed or traded. All Share certificates delivered pursuant to the Plan are subject to any stop-transfer orders and other
restrictions as the Committee deems necessary or advisable to comply with federal, state, or foreign jurisdiction, securities or other laws, rules and regulations and the rules of any national securities exchange or automated quotation system on
which the Shares are listed, quoted, or traded. The Committee may place legends on any Share certificate to reference restrictions applicable to the Share. In addition to the terms and conditions provided herein, the Board may require that a
Participant make such reasonable covenants, agreements, and representations as the Board, in its discretion, deems advisable in order to comply with any such laws, regulations, or requirements. The Committee shall have the right to require any
Participant to comply with any timing or other restrictions with respect to the settlement or exercise of any Award, including a window-period limitation, as may be imposed in the discretion of the Committee. 
  

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 8.6 Paperless Administration. Subject to Applicable Laws, the Committee may make Awards, provide
applicable disclosure and procedures for exercise of Awards by an internet website or interactive voice response system for the paperless administration of Awards. 
 8.7 Foreign Currency. A Participant may be required to provide evidence that any U.S. dollars used to pay the exercise price of any Award were acquired and taken out of the jurisdiction in which the Participant
resides in accordance with Applicable Laws, including foreign exchange control laws and regulations. 
 ARTICLE 9 
 CHANGES IN CAPITAL STRUCTURE 
 9.1
Adjustments. In the event of any dividend, share split, combination or exchange of Shares, amalgamation, arrangement or consolidation, spin-off, recapitalization or other distribution (other than normal cash dividends) of Company assets to
its shareholders, or any other change affecting the shares of Shares or the share price of a Share, the Committee shall make such proportionate adjustments, if any, as the Committee in its discretion may deem appropriate to reflect such change with
respect to (a) the aggregate number and type of shares that may be issued under the Plan (including, but not limited to, adjustments of the limitations in Section 3.1); (b) the terms and conditions of any outstanding Awards
(including, without limitation, any applicable performance targets or criteria with respect thereto); and (c) the grant or exercise price per share for any outstanding Awards under the Plan. 
 9.2 Acceleration upon a Change of Control. Except as may otherwise be provided in any Award Agreement or any other written agreement entered into
by and between the Company and a Participant, if a Change of Control occurs and a Participant is terminated without cause within one (1) year after such Change of Control, the Board may decide to grant one (1) year acceleration to such
terminated Participant. Other than the foregoing, there is no accelerated vesting in any event. Upon, or in anticipation of, a Change of Control, the Committee may in its sole discretion provide for (i) any and all Awards outstanding hereunder
to terminate at a specific time in the future and shall give each Participant the right to exercise such Awards during a period of time as the Committee shall determine, (ii) either the purchase of any Award for an amount of cash equal to the
amount that could have been attained upon the exercise of such Award or realization of the Participant’s rights had such Award been currently exercisable or payable or fully vested (and, for the avoidance of doubt, if as of such date the
Committee determines in good faith that no amount would have been attained upon the exercise of such Award or realization of the Participant’s rights, then such Award may be terminated by the Company without payment), (iii) the replacement
of such Award with other rights or property selected by the Committee in its sole discretion the assumption of or substitution of such Award by the successor or surviving corporation, or a parent or subsidiary thereof, with appropriate adjustments
as to the number and kind of Shares and prices, or (iv) provide for payment of Awards in cash based on the value of Shares on the date of the Change of Control plus reasonable interest on the Award through the date such Award would otherwise be
vested or have been paid in accordance with its original terms, if necessary to comply with Section 409A of the Code. 
  

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 9.3 Outstanding Awards – Other Changes. In the event of any other change in the
capitalization of the Company or corporate change other than a Change in Control if the Committee determines that action is appropriate in order to prevent the dilution or enlargement of the benefits or potential benefits intended to be made
available under the Plan or with respect to any Award under the Plan, to facilitate such transactions or events or to give effect to such changes in laws, regulations or principles, the Committee, in its sole discretion and on such terms and
conditions as it deems appropriate, either by amendment of the terms of any outstanding Awards or by action taken prior to the occurrence of such transaction or event and either automatically or upon the Participant’s request, is hereby
authorized to take any one or more of the following actions: 
 (a) To provide for either (i) termination of any such Award in exchange
for an amount of cash and/or other property, if any, equal to the amount that would have been attained upon the exercise of such Award (and, for the avoidance of doubt, if as of the date of the occurrence of the transaction or event described in
this Section 9.3 the Committee determines in good faith that no amount would have been attained upon the exercise of such Award, then such Award may be terminated by the Company without payment) or (ii) the replacement of such Award with
other rights or property selected by the Committee in its sole discretion; 
 (b) To provide that such Award be assumed by the successor or
survivor corporation, or a parent or subsidiary thereof, or shall be substituted for by similar options covering the shares of the successor or survivor corporation, or a parent or subsidiary thereof, with appropriate adjustments as to the number
and kind of shares and exercise prices; and 
 (c) To make adjustments in the number and type of Shares (or other securities or property)
subject to outstanding Awards and/or in the terms and conditions of the Awards (including the exercise price), and the criteria included in, outstanding Awards and Awards which may be granted in the future; 
 (d) To provide that such Award shall be exercisable or fully vested with respect to all shares covered thereby, notwithstanding anything to the contrary
in the Plan or the applicable Award Agreement; and 
 (e) To provide that the Award cannot vest or be exercised after such event. 

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

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 ARTICLE 10 
 ADMINISTRATION 
 10.1 Committee. Unless and until the Board delegates administration of the
Plan to a Committee as set forth below, the Plan shall be administered by the full Board, and for such purposes the term “Committee” as used in this Plan shall be deemed to refer to the Board. The Board, at its discretion or as otherwise
necessary to comply with the requirements of Rule 16b-3 promulgated under the Exchange Act or to the extent required by any other applicable rule or regulation, shall delegate administration of the Plan to a committee. Notwithstanding the foregoing,
the full Board, acting by a majority of its members in office, shall conduct the general administration of the Plan with respect to all Awards granted to Independent Directors and for purposes of such Awards the term “Committee” as used in
this Plan shall be deemed to refer to the Board. Appointment of Committee members shall be effective upon acceptance of appointment. The Board may abolish the Committee at any time and revest in the Board the administration of the Plan. Committee
members may resign at any time by delivering written notice to the Board. Vacancies in the Committee may only be filled by the Board. 
 10.2
Action by the Committee. A majority of the Committee shall constitute a quorum. The acts of a majority of the members present at any meeting at which a quorum is present, and acts approved in writing by a majority of the Committee in lieu of
a meeting, shall be deemed the acts of the Committee. Each member of the Committee is entitled to, in good faith, rely or act upon any report or other information furnished to that member by any officer or other employee of the Company or any
Subsidiary, the Company’s independent certified public accountants, or any executive compensation consultant or other professional retained by the Company to assist in the administration of the Plan. 
 10.3 Authority of Committee. Subject to any specific designation in the Plan, the Committee has the exclusive power, authority and discretion to:

 (a) Designate Participants to receive Awards; 
 (b) Determine the type or types of Awards to be granted to each Participant; 
 (c) Determine the number of
Awards to be granted and the number of Shares to which an Award will relate; 
 (d) Determine the terms and conditions of any Award granted
pursuant to the Plan, including, but not limited to, the exercise price, grant price, or purchase price, any restrictions or limitations on the Award, any schedule for lapse of forfeiture restrictions or restrictions on the exercisability of an
Award, and accelerations or waivers thereof, any provisions related to non-competition and recapture of gain on an Award, based in each case on such considerations as the Committee in its sole discretion determines; 
 (e) Determine whether, to what extent, and pursuant to what circumstances an Award may be settled in, or the exercise price of an Award may be paid in,
cash, Shares, other Awards, or other property, or an Award may be canceled, forfeited, or surrendered; 
  

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

 (g) Decide all other matters that must be determined in connection with an Award; 
 (h) Establish, adopt, or revise any rules and regulations as it may deem necessary or advisable to administer the Plan; 
 (i) Interpret the terms of, and any matter arising pursuant to, the Plan or any Award Agreement; and 
 (j) Make all other decisions and determinations that may be required pursuant to the Plan or as the Committee deems necessary or advisable to administer
the Plan. 
 10.4 Decisions Binding. The Committee’s interpretation of the Plan, any Awards granted pursuant to the Plan, any
Award Agreement and all decisions and determinations by the Committee with respect to the Plan are final, binding, and conclusive on all parties. 
 ARTICLE 11 
 EFFECTIVE AND EXPIRATION DATE 
 11.1 Effective Date. The Plan is effective as of the date the Plan is approved by the Company’s shareholders (the “Effective
Date”). The Plan will be deemed to be approved by the shareholders if it receives the affirmative vote of the holders of a majority of the share capital of the Company present or represented and entitled to vote at a meeting duly held in
accordance with the applicable provisions of the Company’s Memorandum of Association and Articles of Association. Notwithstanding the foregoing, the Effective Date shall not be later than the first anniversary of the date on which the Board
adopts the Plan (the “Board Adoption Date”). Between the Board Adoption Date and the Effective Date, the Committee may grant Options to any persons pursuant to the terms of the Plan, provided that none of such persons shall be allowed to
exercise the Options prior to the Effective Date. 
 11.2 Expiration Date. The Plan will expire on, and no Award may be granted
pursuant to the Plan after, the tenth anniversary of the Effective Date. Any Awards that are outstanding on the tenth anniversary of the Effective Date shall remain in force according to the terms of the Plan and the applicable Award Agreement.

 ARTICLE 12 
 AMENDMENT, MODIFICATION, AND TERMINATION 
 12.1 Amendment, Modification, And Termination. With the approval of the
Board, at any time and from time to time, the Committee may terminate, amend or modify the Plan; provided, however, that (a) to the extent necessary and desirable to comply with any applicable law, regulation, or stock exchange rule, the
Company shall obtain shareholder approval of any Plan amendment in such a manner and to such a degree as required, and (b) shareholder approval is required for any amendment to the Plan that 

  

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(i) increases the number of Shares available under the Plan (other than any adjustment as provided by Article 9), (ii) permits the Committee to
extend the exercise period for an Option beyond ten years from the date of grant, or (iii) results in a material increase in benefits or a change in eligibility requirements. 
 12.2 Awards Previously Granted. Except with respect to amendments made pursuant to Section 13.14, no termination, amendment, or modification
of the Plan shall adversely affect in any material way any Award previously granted pursuant to the Plan without the prior written consent of the Participant. 
 ARTICLE 13 
 GENERAL PROVISIONS 
 13.1 No Rights to Awards. No Participant, employee, or other person shall have any claim to be granted any Award pursuant to the Plan, and neither
the Company nor the Committee is obligated to treat Participants, employees, and other persons uniformly. 
 13.2 No Shareholders
Rights. No Award gives the Participant any of the rights of a Shareholder of the Company unless and until Shares are in fact issued to such person in connection with such Award. 
 13.3 Taxes. No Shares shall be delivered under the Plan to any Participant until such Participant has made arrangements acceptable to the
Committee for the satisfaction of any income and employment tax withholding obligations under Applicable Laws, including without limitation the PRC tax laws, rules, regulations and government orders or the U.S. Federal, state or local tax laws, as
applicable. The Company or any Subsidiary shall have the authority and the right to deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy federal, state, local and foreign taxes (including the
Participant’s payroll tax obligations) required by law to be withheld with respect to any taxable event concerning a Participant arising as a result of this Plan. The Committee may in its discretion and in satisfaction of the foregoing
requirement allow a Participant to elect to have the Company withhold Shares otherwise issuable under an Award (or allow the return of Shares) having a Fair Market Value equal to the sums required to be withheld. Notwithstanding any other provision
of the Plan, the number of Shares which may be withheld with respect to the issuance, vesting, exercise or payment of any Award (or which may be repurchased from the Participant of such Award after such Shares were acquired by the Participant from
the Company) in order to satisfy the Participant’s federal, state, local and foreign income and payroll tax liabilities with respect to the issuance, vesting, exercise or payment of the Award shall, unless specifically approved by the
Committee, be limited to the number of Shares which have a Fair Market Value on the date of withholding or repurchase equal to the aggregate amount of such liabilities based on the minimum statutory withholding rates for federal, state, local and
foreign income tax and payroll tax purposes that are applicable to such supplemental taxable income. 
 13.4 No Right to Employment or
Services. Nothing in the Plan or any Award Agreement shall interfere with or limit in any way the right of the Company to terminate any Participant’s employment or services at any time, nor confer upon any Participant any right to continue
in the employ or service of the Company. 
  

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 13.5 Unfunded Status of Awards. The Plan is intended to be an “unfunded” plan for
incentive compensation. With respect to any payments not yet made to a Participant pursuant to an Award, nothing contained in the Plan or any Award Agreement shall give the Participant any rights that are greater than those of a general creditor of
the Company or any Subsidiary. 
 13.6 Indemnification. To the extent allowable pursuant to applicable law, each member of the
Committee or of the Board shall be indemnified and held harmless by the Company from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by such member in connection with or resulting from any claim, action, suit,
or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action or failure to act pursuant to the Plan and against and from any and all amounts paid by him or her in satisfaction of judgment in such
action, suit, or proceeding against him or her; provided he or she gives the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf. The foregoing
right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled pursuant to the Company’s Memorandum of Association and Articles of Association,, as a matter of law, or otherwise, or
any power that the Company may have to indemnify them or hold them harmless. 
 13.7 Relationship to other Benefits. No payment
pursuant to the Plan shall be taken into account in determining any benefits pursuant to any pension, retirement, savings, profit sharing, group insurance, welfare or other benefit plan of the Company or any Subsidiary except to the extent otherwise
expressly provided in writing in such other plan or an agreement thereunder. 
 13.8 Expenses. The expenses of administering the Plan
shall be borne by the Company and its Subsidiaries. 
 13.9 Titles and Headings. The titles and headings of the Sections in the Plan
are for convenience of reference only and, in the event of any conflict, the text of the Plan, rather than such titles or headings, shall control. 
 13.10 Fractional Shares. No fractional shares of Share shall be issued and the Committee shall determine, in its discretion, whether cash shall be given in lieu of fractional shares or whether such fractional shares shall be
eliminated by rounding up or down as appropriate. 
 13.11 Government and Other Regulations. The obligation of the Company to make
payment of awards in Share or otherwise shall be subject to all Applicable Laws, rules, and regulations, and to such approvals by government agencies as may be required. The Company shall be under no obligation to register any of the Shares paid
pursuant to the Plan under the Securities Act or any other similar law in any applicable jurisdiction. If the Shares paid pursuant to the Plan may in certain circumstances be exempt from registration pursuant to the Securities Actor other Applicable
Laws the Company may restrict the transfer of such shares in such manner as it deems advisable to ensure the availability of any such exemption. 
  

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 13.12 Governing Law. The Plan and all Award Agreements shall be construed in accordance with and
governed by the laws of the Cayman Islands. 
 13.13 Section 409A. To the extent that the Committee determines that any Award
granted under the Plan is or may become subject to Section 409A of the Code, the Award Agreement evidencing such Award shall incorporate the terms and conditions required by Section 409A of the Code. To the extent applicable, the Plan and
the Award Agreements shall be interpreted in accordance with Section 409A of the Code and the U.S. Department of Treasury regulations and other interpretative guidance issued thereunder, including without limitation any such regulation or other
guidance that may be issued after the Effective Date. Notwithstanding any provision of the Plan to the contrary, in the event that following the Effective Date the Committee determines that any Award may be subject to Section 409A of the Code
and related Department of Treasury guidance (including such Department of Treasury guidance as may be issued after the Effective Date), the Committee may adopt such amendments to the Plan and the applicable Award agreement or adopt other policies
and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Committee determines is necessary or appropriate to (a) exempt the Award from Section 409A of the Code and /or
preserve the intended tax treatment of the benefits provided with respect to the Award, or (b) comply with the requirements of Section 409A of the Code and related U.S. Department of Treasury guidance. 
 13.14 Appendices. The Committee may approve such supplements, amendments or appendices to the Plan as it may consider necessary or appropriate for
purposes of compliance with Applicable Laws and such supplements, amendments or appendices shall be considered a part of the Plan; provided, however, that no such supplements shall increase the share limitations contained in Sections 3.1 of the
Plan. 
 * * * * * 
 I hereby
certify that the foregoing Plan was duly adopted by the Board of Directors of CDMTV Holding Company on December 8, 2006. 
 * * * * *

 I hereby certify that the foregoing Plan was approved by the shareholders of CDMTV Holding Company on December 8, 2006. 

Executed on December 8, 2006. 
  

	
	 Yi Zhang

	Corporate Secretary


  

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