2007 Long Term Incentive Plan



 Exhibit 10.2 
 EXECUTION VERSION 
 XINYUAN REAL ESTATE CO., LTD. 
 2007 LONG TERM INCENTIVE PLAN 
 Section 1. Purpose 
 The purpose of the 2007 Long Term Incentive Plan (the “Plan”) of Xinyuan Real
Estate Co., Ltd., a Cayman Islands holding company (the “Company”) is to promote the interests of the Company by enabling it to attract, retain and motivate key employees, directors and consultants responsible for the success and
growth of the Company and its subsidiaries by providing them with appropriate incentives and rewards and enabling them to participate in the growth of the Company. The Plan provides for the grant of Options, Restricted Shares, Restricted Stock
Units, Stock Appreciation Rights and Other Stock-Based Awards to purchase shares of Company Stock. Options granted under the Plan may include Non Qualified Stock Options as well as Incentive Stock Options intended to qualify under Section 422
of the Internal Revenue Code of 1986, as amended (the “Code”). 
 Certain capitalized terms used in this Plan are defined in
Section 2. 
 Section 2. Definitions 
 (a) “Award” means any Option, Stock Appreciation Right, Restricted Share, Restricted Stock Unit, or Other Stock-Based Award granted under the Plan. 
 (b) “Award Agreement” means the written agreement or other written instrument between the Company and a Participant that evidences and
sets forth the terms, conditions and restrictions pertaining to a Participant’s Award. 
 (c) “Board” means the Board
of Directors of the Company. 
 (d) “Cause” means (i) misconduct by the Participant in the performance of the
Participant’s duties and obligations to the Company or its Subsidiaries; (ii) dishonesty, fraud, breach of duty of loyalty, insubordination, violation of Company policies, gross negligence, gross incompetence, any intentional act contrary
to the interests of the Company, embezzlement or misappropriation by the Participant relating to the Company or any of its affiliates or any of their funds, properties or assets or failure to follow any lawful directive of the Board; (iii) the
neglect or failure by the Participant, after written notice and thirty (30) days to cure (or such shorter period of cure as the Board reasonably determines is necessary to avoid an adverse effect on the business of the Company), to perform the
duties assigned to him or her or; (iv) any material breach of any employment agreement, noncompetition agreement or other agreement with the Company and/or its affiliates; (v) the conviction by Participant or plea of nolo contendere
(or similar plea) to any facts constituting a felony or a misdemeanor involving moral turpitude; (vi) acting in a manner or making any statements which the Board reasonably determines to have an adverse effect on the reputation, operations,
prospects or business relations of the Company or its affiliates (vii) any conduct by Participant which is reported in the general or trade press or otherwise achieves general notoriety and which is scandalous, immoral, or illegal, or
(viii) the Participant’s use of controlled substances or alcohol in any manner that interferes with the performance of his or her duties. Determination of Cause will be made by the Board in its sole discretion. 







 (e) “Change in Control” means the occurrence of any of the following events: 

(i) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a
“Person”), within any period of 12 consecutive months, of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 50% or more of either (A) the then outstanding shares of common stock of
the Company (the “Outstanding Company Common Stock”) or (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding
Company Voting Securities”); provided, however, that for purposes of this subsection (i), the following acquisitions shall not constitute a Change in Control: (1) any acquisition directly from the Company, (2) any acquisition by
the Company, (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company or (4) any acquisition by any corporation pursuant to a transaction which
complies with clauses (A), (B) and (C) of subsection (iii) below; or 
 (ii) Individuals who, as of the date hereof,
constitute the Board (the “Incumbent Board”) cease, within any period of 12 consecutive months, for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to
the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a
member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other
actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or 
 (iii) Consummation of a
reorganization, merger or consolidation of the Company(a “Business Combination”) or a sale or other disposition of all or substantially all of the assets of the Company having a total gross fair market value equal to or more than
50% of the Outstanding Company Common Stock or Outstanding Company Voting Securities other than to a “related party,” as such term is defined in the regulations issued under Section 409A of the Code, unless, following such Business
Combination, (A) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business
Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of
directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets
either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the
case may be; (B) no Person (excluding any corporation resulting from such Business Combination or 

  

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any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or
indirectly, 20% or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to
the extent that such ownership existed prior to the Business Combination; and (C) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at
the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or 
 (iv)
Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company. 
 Notwithstanding the foregoing and anything to the
contrary in the Plan, for the purposes of this Plan and with respect to any and all clauses of this Section of the Plan, (i) an IPO or any transactions or events constituting part of an IPO shall not be deemed to constitute or in any way effect
a Change in Control and (ii) if it is determined than an Award hereunder is subject to the requirements of Section 409A of the Code, the Company will not be deemed to have undergone a Change in Control unless the Company is deemed to have
undergone a change in the ownership or effective control of the Company or in the ownership of a substantial portion of the assets of the Company (as such terms are defined in Section 409A of the Code and the regulations thereunder) for
purposes of the payment of any amounts pursuant to Section 12(b) or any other provision of the Plan. 
 (f) “Committee”
means a committee of the Board, as described in Section 3(a). 
 (g) “Consultant” means a person who performs bona fide
services for the Company or a Subsidiary as a consultant or advisor, excluding Employees and Directors. 
 (h) “Covered
Employee” means a named executive officer who is one of the group of “covered employees,” as defined in Code Section 162(m) and Treasury Regulation Section 1.162-27(c) (or its successor), during any period that the
Company is a Publicly Held Corporation. 
 (i) “Director” means a non-employee member of the Board. 
 (j) “Employee” means any individual who is a common-law employee of the Company or a Subsidiary. 
 (k) “Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended. 
 (l) “Exercise Price” means the amount for which one Share may be purchased when an Option is exercised, as specified by the Board in the
applicable Award Agreement. 
 (m) “Fair Market Value,” as of a particular date, means: 
  

	 	(i)	if the Shares are then listed or admitted to trading on the New York Stock Exchange or another national securities exchange or such other regulated market, or reported on NASDAQ,
the closing price of a Share on the New York Stock exchange, on another national securities exchange or on NASDAQ as of the last trading day on which the Shares were sold or reported prior to the date of determination; or 


 

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	 	(ii)	if the Shares are not then listed or admitted to trading on the New York Stock Exchange or another national securities exchange or such other regulated market or reported on NASDAQ,
such value as the Board, acting in good faith and in compliance with Code Section 409A, determines. 

 (n)
“IPO” means a bona fide underwritten initial public offering of Company Stock, or other securities evidencing the Company Stock, with an independent underwriter on an established national securities exchange or such other regulated
market, for total proceeds to the Company of not less than US $50 million. 
 (o) “Incentive Stock Option” or
“ISO” means a stock option intended to qualify as an incentive stock option within the meaning of Code Section 422. ISOs under the Plan may only be granted to Participants who are U.S. taxpayers. 
 (p) “Nonqualified Stock Option” or “NQSO” means a stock option granted pursuant to the Plan that is not an ISO.

 (q) “Option” means an ISO or NQSO granted under the Plan that entitles the holder to purchase Shares. 
 (r) “Other Stock-Based Awards” are Awards (other than Options, Stock Appreciation Rights, Restricted Shares or Restricted Stock Units)
granted pursuant to Section 10 hereof that are denominated in, valued in whole or in part by reference to, or otherwise based on or related to, Shares. 
 (s) “Participant” means a person selected by the Board to receive an Award under the Plan. 
 (t) “Performance Objective” means one or more objective, measurable performance factors as determined by the Board with respect to each Performance Period based upon one or more of the factors set forth in
Section 13(b) of the Plan. 
 (u) “Performance Period” means a period for which Performance Objectives are set and
during which performance is to be measured to determine whether a Participant is entitled to payment of an Award under the Plan. A Performance Period may coincide with one or more complete or partial calendar or fiscal years of the Company. Unless
otherwise designated by the Board, the Performance Period will be based on the calendar year. 
  

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 (v) “Publicly Held Corporation” means a corporation issuing any class of common equity
securities required to be registered under Section 12 of the Exchange Act. 
 (w) “Restricted Shares” means Shares
granted to a Participant under Section 8 hereof which are subject to certain restrictions (which may include, but are not limited to, continuous Service, achievement of specific business objectives, increases in specified indices, attaining
growth rates, and other comparable measurements of the Company or its Subsidiaries’ performance) and to a risk of forfeiture or repurchase by the Company. 
 (x) “Restricted Stock Unit” or “RSU” means a bookkeeping entry representing an unfunded right to receive (if conditions are met) an amount equal to the Fair Market Value of one Share,
granted pursuant to Section 9 hereof. 
 (y) “Service” means service as an Employee, Consultant or Director.

 (z) “Share” means one share of Stock issuable under an Award, as adjusted in accordance with Section 12 hereof (if
applicable). 
 (aa) “Stock” means the common stock of the Company. 
 (bb) “Stock Appreciation Right” or “SAR” means an Award granted to a Participant, as described in Section 7
hereof. 
 (cc) “Subsidiary” means any corporation (other than the Company) in an unbroken chain of corporations beginning
with the Company, if each of the corporations other than the last corporation in the unbroken chain owns shares possessing 50% or more of the total combined voting power of all classes of shares in one of the other corporations in the chain. A
corporation that attains the status of a Subsidiary on a date after the adoption of the Plan will be considered a Subsidiary commencing as of that date. 
 Section 3. Administration 
 (a) Committees of the Board. The Plan may be administered by
one or more Committees. A Committee will consist of two or more members of the Board, and will have the authority and be responsible for those functions assigned to it by the Board. If no Committee is appointed, the entire Board will administer the
Plan. Any reference to the Board in the Plan will be construed as a reference to the Committee, if any, to which the Board assigns a particular function in connection with the Plan. If the Company is a Publicly Held Corporation, the Plan shall be
administered by a Committee appointed by the Board consisting of not less than two directors who fulfill the “nonemployee director” requirements of Rule 16b-3 under the Exchange Act, the independence requirements of the principal exchange
or quotation system on which the Shares are listed or quoted, and the “outside director” requirements of Code Section 162(m). 
 (b) Compliance with Code Section 162(m). The Board may, but is not required to, grant Awards that are intended to qualify as performance-based compensation exempt from the deductibility limitations of Code Section 162(m)
(“Qualified Performance Awards”). Any such grants shall be made and certified only by a Committee (or a subcommittee thereof) consisting solely of two or more “outside directors” (as such term is defined under Code
Section 162(m)). 
  

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 (c) Powers of the Board. Subject to the provisions of the Plan, the has the discretionary
authority and power to: 
 (i) Determine and designate those individuals selected to receive Awards; 
 (ii) Determine the terms of Awards, including the time at which each Award will be granted and the number of Shares subject to each Award; 

(iii) Establish the terms and conditions upon which Awards may be exercised, vested or paid (including any requirements that the Participant or the
Company satisfy performance criteria or Performance Objectives); 
 (iv) Prescribe, amend, or rescind any rules and regulations necessary or
appropriate for the administration of the Plan; 
 (v) Grant Awards in substitution for options or other equity interests held by
individuals who become Employees of the Company or one of its Subsidiaries as a result of the Company’s acquiring or merging with the individual’s employer. If necessary to conform the Awards to the interests for which they are
substitutes, the Board or a Committee may grant substitute Awards under terms and conditions that vary from those the Plan otherwise requires. Notwithstanding anything in the foregoing to the contrary, any Award to any participant who is a U.S.
taxpayer will be adjusted appropriately to comply with Code Section 409A or 424, if applicable; 
 (vi) Correct any defect, supply any
deficiency, and reconcile any inconsistency in the Plan or in any related Award or agreement; and 
 (vii) Make other determinations and
take such other action in connection with the administration of the Plan as it deems necessary or advisable. 
 (d) Delegation of
Duties. The Board may delegate to designated officers of the Company any of its duties and authority under the Plan pursuant to such conditions or limitations as the Board may establish from time to time including, without limitation, the
authority to recommend individuals for the grant of Awards and the form and terms of their Awards; provided, however, the Board may not delegate to any person the authority (i) to grant Awards or (ii) if the Company is a Publicly Held
Corporation, to take any action which would contravene the requirements of Rule 16b-3 under the Exchange Act or the Sarbanes-Oxley Act of 2002. 
 (e) Interpretation of Plan. The Board has the discretionary authority and power to interpret and construe the Plan and all related Awards and agreements, to resolve any ambiguities and determine the amount of benefits payable to a
person under the Plan. All decisions, interpretations and determinations of the Board with respect to the Plan will be final and binding on all Participants and all persons deriving their rights from Participants. 
  

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 (f) Indemnification. Each member of the Board is indemnified and held harmless by the Company
against any cost or expense (including any sum paid in settlement of a claim with the approval of the Company) arising out of any act or omission to act in connection with the Plan to the extent permitted by applicable law. This indemnification is
in addition to any rights of indemnification a member may have as a Director or otherwise under the Bylaws of the Company or a Subsidiary, any agreement, any vote of shareholders or disinterested directors, or otherwise. 
 (g) Restriction Prior to IPO. The Board may grant Awards under the Plan prior to an IPO, provided that no Awards granted under the
Plan may vest prior to the completion of an IPO. 
 Section 4. Eligibility 
 (a) General Rule. All Employees, Directors and Consultants of the Company or any Subsidiary who are capable of contributing significantly to the
successful performance of the Company, in the determination of the Board, are eligible to be Participants in the Plan. Any Awards, other than ISOs, may be granted to Employees, Consultants and Directors. ISOs may be granted only to Employees.

 (b) Ten-Percent Shareholders. An individual who owns more than 10% of the total combined voting power of all classes of outstanding
shares of the Company or any of its Subsidiaries (as determined in accordance with Code Section 424(d)) will not be eligible for the grant of an ISO unless (i) the Exercise Price is at least 110% of the Fair Market Value of a Share on the
date of grant and (ii) the Option by its terms is not exercisable after the expiration of 5 years from the date of grant. 
 Section 5. Stock Subject To Plan 
 (a) Basic Limitation. The aggregate number of Shares that may be issued under
the Plan or covered by Awards of SARs, RSUs or Other Stock-Based Awards must not exceed ten (10) million shares, subject to adjustment pursuant to Section 12. Shares offered under the Plan may be authorized but unissued Shares or treasury
Shares. The number of Shares that are subject to Awards outstanding at any time under the Plan must not exceed the number of Shares that then remain available for issuance under the Plan. 
 (b) Additional Shares. In the event that any outstanding Award for any reason expires, is terminated unexercised, or is forfeited or settled or in
a manner that results in fewer shares outstanding than were initially awarded, the Shares subject to the Award, to the extent of such expiration, termination, or forfeiture, again will be available for purposes of the Plan. If Shares issued under
the Plan are reacquired by the Company, those Shares again will be available for purposes of the Plan. Without limiting the foregoing, if payment for the exercise of an Award is made by transfer to the Company of Shares owned by the Participant, the
shares transferred to the Company will be added to the Company’s treasury or canceled and become authorized and unissued shares. Shares in respect of an outstanding Award that is settled in cash shall not be available for purposes of the Plan.

  

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 (c) Code Section 162(m) Limitations on Awards. During any period that the Company is a
Publicly Held Corporation, unless the Board determines that a particular Award granted to a Covered Employee is not intended to be a Qualified Performance Award, the following rules shall apply to grants of Awards to Covered Employees: 

(i) Subject to the provisions of Section 12(a), relating to capitalization adjustments, the maximum aggregate number of Shares that may be
granted (in the case of Stock Options and SARs) or that may vest (in the case of Restricted Shares, Restricted Stock Units or Other Stock-Based Awards), as applicable, in any calendar year pursuant to any Award held by any individual Covered
Employee shall be eight (8) million Shares. 
 (ii) The maximum aggregate cash payout (with respect to any Awards paid out in cash) in
any calendar year which may be made to any Covered Employee shall be US $10 million. 
 (iii) To the extent required by Code
Section 162(m), in applying the foregoing limitation with respect to a Covered Employee, if any Award intended to comply with Section 162(m) is canceled, the cancelled Award shall continue to count against the maximum number of Shares with
respect to which an Award may be granted to a Covered Employee. 
 Section 6. Terms And Conditions Of Options 
 (a) Written Agreement. Each grant of an Option under the Plan will be evidenced by an Award Agreement between the Participant and the Company. The
Award will be subject to terms and conditions that are consistent with the Plan and that the Board deems appropriate for inclusion in an Award Agreement. The provisions of Award Agreements entered into under the Plan need not be identical.

 (b) Number of Shares. Each Award Agreement will specify the formula for determining the number of Shares that are subject to the
Option and will provide for the adjustment of that number in accordance with Section 12. The Award Agreement also will specify whether an Option is an ISO or NQSO. However, if any portion of an Option does not meet the requirements to qualify
as an ISO, that portion will be an NQSO. 
 (c) Exercise Price. Each Award Agreement pertaining to an Option will specify the Exercise
Price as determined by the Board. The Exercise Price of Options awarded to United States taxpayers shall not be less than 100% of the Fair Market Value of a Share on the date of grant, and, in the case of ISOs, any higher percentage required by
Section 4(b), except where a lower Exercise Price is required to comply with Code Section 409A or 424 in the event of an Option substitution, as contemplated by Section 3(c)(v), or except as provided under Section 12(a) relating
to capitalization adjustments. 
 (d) Term. The Award Agreement will specify the term of the Option. The Board in its sole discretion
may determine when an Option is to expire, except that the term may not exceed ten years from the date of grant or five (5) years from the date of grant for an ISO granted to 10% or greater shareholder as required by Section 4(b).

  

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 (e) Exercisability of an Option. Each Award Agreement granting an Option to a Participant
will specify when all or any installment of the Option becomes exercisable. The exercisability provisions of any Award Agreement will be determined by the Board in its sole discretion. 
 (f) No Rights as a Shareholder. Unless otherwise specified in an Award Agreement, a Participant, or a transferee of a Participant, has no rights
as a shareholder with respect to any Shares covered by an Option prior to the date of issuance to the Participant or transferee of a certificate or certificates for the Shares. 
 (g) $100,000 Annual Limitation on ISO. To the extent that the aggregate Fair Market Value (determined with respect to each ISO as of the time the
ISO is granted) of the Shares with respect to which ISOs are exercisable for the first time by a Participant during any calendar year (under all plans of the Company and its Subsidiaries) exceeds US $100,000, the Option or portions of the Option
that exceed such limit will be treated as NQSOs (in the reverse order in which they were granted, so that the last ISO will be the first to be treated as NQSO). 
 (h) Method of Exercise and Payment. Options shall be exercised by the delivery of a signed written notice of exercise to the Company which must be received as of a date set by the Company in advance of the
effective date of the proposed exercise. The notice shall set forth the number of Shares with respect to which the Option is to be exercised, accompanied by full payment for the Shares. The Exercise Price upon exercise of any Option shall be payable
to the Company in full in the following manner: 
 (i) in cash or cash equivalents when the Shares are purchased; 
 (ii) subject to prior approval by the Board in its discretion, by surrendering, or attesting to the ownership of, Shares that are already owned by the
Participant. These Shares will be surrendered to the Company in good form for transfer and will be valued at their Fair Market Value on the date when the Option is exercised. Unless the Board otherwise determines, the Participant will not surrender,
or attest to the ownership of, Shares in payment of the Exercise Price if that action would cause the Company to recognize compensation expense (or additional compensation expense) with respect to the Option for financial reporting purposes;

 (iii) subject to prior approval by the Board in its discretion, with a full recourse promissory note. These Shares will be pledged as a
security for payment of the principal amount of the promissory note and interest on it. The interest rate payable under the terms of the promissory note will not be less than the minimum rate (if any) required to avoid the imputation of additional
interest under the Code. Subject to the foregoing, the Board (at its sole discretion) will specify the term, interest rate, amortization requirements (if any) and other provisions of the note; 
 (iv) subject to prior approval by the Board in its discretion, and if the Stock is publicly traded, by the delivery (on a form prescribed by the
Company) of an irrevocable direction to a securities broker approved by the Company to sell the Shares and to deliver all or part of the sales proceeds to the Company in payment of all or part of the Exercise Price and any withholding taxes;

  

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 (v) subject to prior approval by the Board in its discretion, and if the Stock is publicly traded, by
the delivery (on a form prescribed by the Company) of an irrevocable direction to pledge the Shares to a securities broker or lender approved by the Company, as security for a loan, and to deliver all or part of the loan proceeds to the Company in
payment of all or part of the Exercise Price and any withholding taxes; or 
 (vi) subject to prior approval by the Board in its discretion,
any combination of the above methods of payment. 
 Notwithstanding anything to the contrary in this Section 6, if the Company is a Publicly Held
Corporation, any payment by a promissory note or a broker-assisted exercise may be made only if and to the extent that the Company determines that it is permissible under section 402 of the Sarbanes-Oxley Act of 2002 as amended from time to time.

 Section 7. Stock Appreciation Rights 
 (a) Written SAR Agreement. Each SAR will be evidenced by an Award Agreement that will specify the grant price, the term of the SAR, the conditions of exercise, and such other terms and conditions as the Board,
in its sole discretion, may determine. 
 (b) Terms of SAR Awards. Subject to the terms of the Plan and any applicable Award
Agreement, a SAR granted under the Plan shall confer on the holder thereof a right to receive, upon exercise thereof, the excess of (i) the Fair Market Value of one Share on the date of exercise over (ii) the sum of (A) the grant
price of the SAR as specified by the Board in the Award Agreement, which shall not be less than 100% of the Fair Market Value of one Share on the date of grant of the SAR and (B) unless the holder elects to pay such tax in cash, any amount of
tax that must be withheld in connection with such exercise. Subject to the terms of the Plan, the grant price, term, methods of exercise, methods of settlement (including whether the Participant will be paid in cash, Shares or any combination
thereof), and any other terms and conditions of any SARs shall be determined by the Board. The Board may impose such conditions or restrictions on the exercise of any SARs as it may deem appropriate. 
 Section 8. Restricted Shares 
 (a) Written Restricted Share Agreement. The terms and conditions of each grant of Restricted Shares shall be evidenced by an Award Agreement. 
 (b) Vesting, Payment and Other Terms. Awards of Restricted Shares may be subject to restrictions and vesting conditions, including time-based vesting conditions and/or the attainment of performance-based
vesting conditions or Performance Objectives, as determined by the Board and, with regard to Performance Objectives, determined and certified by the Board (in the manner prescribed by Code Section 162(m)). To the extent consistent with the
Company’s Bylaws, at the Board’s election, Restricted Shares may be (i) held in book entry form subject to the Company’s instructions until any restrictions relating to the Restricted Shares lapse; or (ii) evidenced by a
certificate, which certificate shall be held in such form and manner as determined by the Board. The Restricted Shares will become nonforfeitable at such times and in such manner as the Board determines; provided, however, that, except with respect
to Restricted Share awards the Board designates as Qualified Performance Awards, the Board may, 

  

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on such terms and conditions as it determines appropriate, accelerate the time at which restrictions or other conditions on such awards of Restricted Shares
will lapse. Unless otherwise specified by the Board in the Award Agreement, the Restricted Shares that are subject to restrictions which are not satisfied shall be forfeited and all rights of the Participant to such Shares shall terminate.

 (c) Rights as a Stockholder. Unless otherwise specified in the Award Agreement, each Award of Restricted Shares shall constitute an
immediate transfer of the record and beneficial ownership of the Restricted Shares to the Participant in consideration of the performance of services as an Employee, Consultant or Director, as applicable, entitling such Participant to all voting,
dividends and other ownership rights in such Shares. As specified in the Award Agreement, an Award of Restricted Shares may limit the Participant’s dividend rights during the period in which the Restricted Shares are subject to a
“substantial risk of forfeiture” (within the meaning given to such term under Code Section 83) and restrictions on transfer. Rights as a Stockholder. Unless otherwise specified in the Award Agreement, each Award of Restricted
Shares shall constitute an immediate transfer of the record and beneficial ownership of the Restricted Shares to the Participant in consideration of the performance of services as an Employee, Consultant or Director, as applicable, entitling such
Participant to all voting, dividends and other ownership rights in such Shares. As specified in the Award Agreement, an Award of Restricted Shares may limit the Participant’s dividend rights during the period in which the Restricted Shares are
subject to a “substantial risk of forfeiture” (within the meaning given to such term under Code Section 83) and restrictions on transfer. In the Award Agreement, the Board, in its discretion, may apply any other restrictions on the
dividend rights that the Board deems appropriate. 
 (d) Consideration for Restricted Shares. Restricted Shares shall be awarded for
no additional consideration or such additional consideration as the Board may determine satisfies Cayman Islands corporate law requirements, which consideration may be less than, equal to or more than the Fair Market Value of the shares of
Restricted Shares on the grant date. 
 Section 9. Restricted Stock Units 
 (a) Written RSU Agreement. The terms and conditions of each grant of RSUs shall be evidenced by an Award Agreement, including the number of RSUs,
the vesting criteria and such other provisions as the Board shall determine. RSUs shall be credited as a bookkeeping entry in the name of the Participant in an account maintained by the Company. No Shares are actually issued to the Participant in
respect of RSUs on their date of grant. 
 (b) Vesting Criteria and Payment Terms. The Board shall set vesting criteria in its
discretion, which, depending on the extent to which the criteria are met, will determine the number of RSUs that will be paid out to the Participant. Unless otherwise provided in an Award Agreement, upon meeting the applicable vesting criteria, the
Participant shall be entitled to receive a payout as specified in the RSU Award Agreement. At any time after the grant of RSUs, except with respect to RSU awards the Board designates as Qualified Performance Awards, the Board, in its sole
discretion, may reduce or waive any vesting criteria that must be met to receive a payout. The Board, in its sole discretion, may pay RSUs in cash or in Shares (or in a combination thereof) that have an aggregate Fair Market Value equal to the value
of the 

  

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earned RSUs. Payments in settlement of RSUs shall be made not later than the March 15 following the year in which the vesting criteria are met to the
extent that such Awards are intended to qualify for the “short-term deferral” exception under Code Section 409A. 
 (c)
Rights as a Stockholder. A Participant shall possess no incidents of ownership with respect to the Shares underlying RSUs granted hereunder. 
 (d) Dividend Equivalents. At the discretion of the Board, a Participant may be awarded the right to receive Dividend Equivalents, which may be paid currently or credited to an account for the Participant, and may be settled in cash
and/or Shares, as determined by the Board in its sole discretion, subject in each case to such terms and conditions as the Board shall establish. Without limiting the generality of the preceding sentence, if RSUs and/or the Dividend Equivalents is
designated as a Qualified Performance Award, the Board may apply any restrictions it deems appropriate to the payment of Dividend Equivalents awarded with respect to such RSUs, such that the RSUs and/or Dividend Equivalents maintain eligibility for
the Code Section 162(m) performance-based exception. 
 (e) Cancellation. On the date set forth in the Award Agreement, all
unvested RSUs shall be forfeited to the Company. 
 Section 10. Other Stock-Based Awards 
 The Board may grant Other Stock-Based Awards that are denominated in, valued in whole or in part by reference to, or otherwise based on or related to,
Shares. The purchase, exercise, exchange or conversion of Other Stock-Based Awards and all other terms and conditions applicable to such Awards will be determined by the Board in its sole discretion and set forth in an Award Agreement. Such Awards
may be settled in Shares, cash or any combination thereof. 
 Section 11. Termination Of Service 
 (a) Termination of Service Before an IPO. If a Participant’s Service terminates for any reason prior to an IPO, any outstanding unexercised or
unvested Award awarded to the Participant will expire and be forfeited for no consideration on the date of the Participant’s termination of Service. 
 (b) Termination of Service Other after an IPO. 
 (i) Unless otherwise provided in the Award
Agreement, upon termination of a Participant’s Service on or following an IPO for any reason other than for death, all unvested portions of any outstanding Awards shall be immediately forfeited without consideration, the vested portion of any
outstanding RSUs or Other Stock-Based Awards shall be settled upon termination and the Participant shall have a period of three (3) months (twelve (12) months in the case of termination of Service due to death), commencing with the date
the Participant’s Service has terminated, to exercise the vested portion of any outstanding Options or SARs, subject to the term of the Option or SAR. The Participant may exercise all or part of his or her Options or SARs at any time before
their expiration under this subsection, but only to the extent that the Options or SARs had become exercisable before the date the Participant’s Service 

  

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terminated. Those Options or SARs that are not exercisable immediately before the date of termination of Service will expire on the date of termination of
Service. If the Participant dies after the termination of his or her Service but before the expiration of the Participant’s Options or SARs, all or part of the Options or SARs may be exercised (prior to expiration) by the executors or
administrators of the Participant’s estate or by any person who has acquired the Options or SARs directly from the Participant by beneficiary designation, bequest or inheritance, or in the case of NQSOs only, by other transfer, if permitted,
but in any event only to the extent that the Options or SARs had become exercisable before the Participant’s Service terminated (or became exercisable as a result of the termination of Service). 
 (ii) Unless otherwise provided in the Award Agreement or in an employment or other compensation agreement between the Participant and the Company or any
of its Subsidiaries, for purposes of this Subsection (b), the date of termination of Service occurs on the date the Participant is given notice of termination by the Company, the date in which the Participant gives notice of termination to the
Company or the date of death. 
 (c) Leaves of Absence. Service will be deemed to continue while the Participant is on a bona fide
leave of absence for less than six months, or if longer, if the Participant retains a right to reemployment with the Company under an applicable law or under the terms of a contract (as determined by the Company). 
 Section 12. Adjustment Of Shares; Corporate Events 
 (a) Capitalization Adjustments. If the outstanding shares of Stock of the Company are increased, decreased, changed into or exchanged for a different number or kind of shares or securities of the Company
through a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar transaction, the Board shall make such appropriate and proportionate adjustments as it deems necessary or appropriate in
one or more of (i) the number and class of shares subject to the Plan, (ii) the number of shares or class of shares covered by each outstanding Award and (iii) the Exercise Price or grant price under each outstanding Option or SAR.

 (b) Corporate Transactions. In the event that the Company is a party to a Change in Control, the Board may provide for any of the
following: (i) the cancellation of each outstanding Award after payment to the Participant of an amount, if any, in cash or cash equivalents equal to (x) the Fair Market Value of the Shares subject to the Award at the time of the merger,
consolidation or other reorganization minus, in the case of an Option or SAR, (y) the Exercise Price and grant price of the Shares subject to the Option or SAR; (ii) the assumption or continuation by any surviving corporation or acquiring
corporation (or the surviving or acquiring corporation’s parent company) of any or all Awards outstanding under the Plan or substitution of similar awards for Awards outstanding under the Plan (including but not limited to, awards to acquire
the same consideration paid to the stockholders of the Company pursuant to the Change in Control), and any assignment by the Company to the successor of the Company (or the successor’s parent company, if any) of any reacquisition or repurchase
rights held by the Company in respect of Shares issued pursuant to Awards, in connection with such Change in Control, provided that the terms of any assumptions, continuation or substitution shall be in accordance with the requirements of Code
Section 409A or 424; (iii) the acceleration of 

  

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exercisability or vesting of all or a portion of the Awards (in full or in part) to a date prior to the effective time of such Change in Control (contingent
upon the effectiveness of the Corporate Transaction) as the Board shall determine, and (iv) termination of Awards if not exercised (if applicable) at or prior to the effective time of the Change in Control, and lapse of any reacquisition or
repurchase rights held by the Company with respect to such Awards (contingent upon the effectiveness of the Corporate Transaction). 
 (c)
Reservation of Rights. Except as provided elsewhere in this Plan, a Participant has no rights by reason of (i) any subdivision or consolidation of shares of any class, (ii) the payment of any dividend or (iii) any other
increase or decrease in the number of shares of any class. Any issuance by the Company of shares of Stock of any class, or securities convertible into shares of Stock of any class, will not affect the number of Shares subject to an Award or the
Exercise Price or grant price of Shares subject to an Option or SAR. The grant of an Award under the Plan will not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations or changes of its capital
or business structure, to merge or consolidate or to dissolve, liquidate, sell or transfer all or any part of its business or assets. 
 Section 13. Performance Awards 
 (a) Performance Rules. Subject to the terms of the Plan, the Board will have the
authority to establish and administer performance-based grant and/or vesting conditions and Performance Objectives with respect to such Awards as it considers appropriate, which Performance Objectives must be satisfied, as the Board specifies,
before the Participant receives or retains an Award or before the Award becomes nonforfeitable. Where such Awards are granted to Covered Employees within the meaning of Code Section 162(m), and the Company is a Publicly Held Corporation, the
Board (as described in Section 3(b) of the Plan) may designate any Awards, at the time of grant as Qualified Performance Awards in which case the provisions of the Awards are intended to conform with all provisions of Code Section 162(m)
to the extent necessary to allow the Company to claim a U.S. federal income tax deduction for the Awards as “qualified performance-based compensation.” However, the Board retains the discretion to grant Awards that do not so qualify and to
determine the terms and conditions of such Awards including the Performance Objectives or other performance-based vesting conditions that shall apply to such Awards. Notwithstanding satisfaction of applicable Performance Objectives, to the extent
specified on the date of grant of an Award, the number of Shares or other benefits received under an Award that are otherwise earned upon satisfaction of such Performance Objectives may be reduced by the Board (but not increased) on the basis of
such further considerations that the Board in its sole discretion shall determine. No Qualified Performance Award shall be granted or vest, as applicable, unless and until the date that the Board has certified, in the manner prescribed by Code
Section 162(m), the extent to which the Performance Objectives for the Performance Period have been attained and has made its decisions regarding the extent, if any, of a reduction of such Award. 
 (b) Performance Objective. Performance Objectives will be based on one or more of the following performance-based measures determined based on the
Company and its Subsidiaries on a group-wide basis or on the basis of Subsidiary, business platform, or operating unit results: (i) earnings per share (on a fully diluted or other basis), (ii) pretax or after tax net 

  

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income, (iii) operating income, (iv) gross revenue, (v) profit margin, (vi) stock price targets or stock price maintenance,
(vi) working capital, (vii) free cash flow, (viii) cash flow, (ix) return on equity, (x) return on capital or return on invested capital, (xi) earnings before interest, taxes, depreciation, and amortization (EBITDA),
(xii) strategic business criteria, consisting of one or more objectives based on meeting specified revenue, market penetration, geographic business expansion goals, cost targets, or objective goals relating to acquisitions or divestitures, or
(xiv) any combination of these measures. The Board shall determine whether such Performance Objectives are attained, and such determination will be final and conclusive. Each Performance Objective may be expressed in absolute and/or relative
terms, may be based on or use comparisons with internal targets, the past performance of the Company (including the performance of one or more Subsidiaries, divisions, business platforms, and/or operating units) and/or the past or current
performance of other companies. In the case of earnings-based measures, Performance Objectives may use comparisons relating to capital (including, but not limited to, the cost of capital), shareholders’ equity and/or shares outstanding, or to
assets or net assets. If the Board determines that a change in the business, operations, corporate structure or capital structure of the Company or the manner in which the Company or a Subsidiary conducts its business, or other vents or
circumstances render performance goals to be unsuitable, the Board may modify such Performance Objectives in whole or in part, as the Committee deems appropriate. If a Participant is promoted, demoted or transferred to a different business unit or
function during a Performance Period, the Board may determine that the Performance Objectives or Performance Period are no longer appropriate and may (i) adjust, change or eliminate the Performance Objectives or the applicable Performance
Period as it deems appropriate to make such objectives and period comparable to the initial objectives and period, or (ii) make a cash payment to the participant in amount determined by the Board. The foregoing two sentences shall not apply
with respect to Qualified Performance Awards. In respect of Qualified Performance Awards, Performance Objectives shall be established no later tan ninety (90) days after the beginning of any performance period applicable to such Awards, or at
such other date as may be required or permitted for “performance-based compensation” under Code Section 162(m). 
 Section 14. Conditions Upon Issuance Of Shares 
 (a) Securities Law Requirements. Shares may not be issued under
the Plan unless the issuance and delivery of these Shares comply with (or are exempt from) all applicable requirements of law, including (without limitation) the Securities Act of 1933, as amended, the rules and regulations promulgated under it,
state and federal securities laws and regulations, and the regulations of any stock exchange or other securities market on which the Company’s securities then may be traded. 
 (b) Investment Representations. As a condition to the exercise of an Option, the Board may require the person exercising the Option to represent
and warrant at the time of exercise that the Shares are being purchased only for investment and without any present intention to sell or distribute the Shares if, in the opinion of counsel for the Company, such a representation is required.

 (c) Inability to Obtain Authority. The inability of the Company to obtain authority from any regulatory body having jurisdiction,
which authority is deemed by the 

  

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Company’s counsel to be necessary to the lawful issuance and sale of any Shares under this Plan, will relieve the Company of any liability in respect of
the failure to issue or sell those Shares as to which the requisite authority has not been obtained. 
 (d) Lock-Up Period; Insider
Information. By accepting any Award, the Participant shall be deemed to have agreed that, if so requested by the Company or any representative of the underwriters (the “Managing Underwriter”) in connection with any registration of the
offering of any securities of the Corporation under the Securities Act of 1933 as amended (“Securities Act”) the Participant shall not sell or otherwise transfer any Shares or other securities of the Company during the 180-day period (or
such other period as may be requested in writing by the Managing Underwriter and agreed to in writing by the Company) (the “Market Standoff Period”) following the effective date of a registration statement of the Company filed under the
Securities Act. Such restriction shall apply only to the first registration statement of the Corporation to become effective under the Securities Act that includes securities to be sold on behalf of the Corporation in an underwritten public offering
under the Securities Act. The Corporation may impose stop-transfer instructions with respect to securities subject to the foregoing restrictions until the end of the Market Standoff Period. By accepting any Award, the Participant also shall be
deemed to have agreed to abide by the Company’s inside information guidelines, including any prohibitions on the sale or transfers of any Shares or other securities of the Company during “blackout periods,” as provided therein.
Notwithstanding any other provision of this Plan all Awards shall be immediately forfeited at the option of the Board in the event of the Participant purchasing or selling securities of the Company without written authorization in accordance with
the Company's inside information guidelines then in effect. 
 Section 15. Withholding Taxes 
 As a condition to the grant, exercise of, issuance of Stock under, or other settlement of an Award, the Participant will make such arrangements as the
Board may require for the satisfaction of any federal, state, local or foreign withholding tax obligations that may arise in connection with such grant, exercise, issuance or other settlement. 
 Section 16. Nontransferability of Awards and Shares 
 Except as the Board may otherwise determine or provide in an Award Agreement, Awards shall not be sold, assigned, transferred, pledged or otherwise encumbered by the person to whom they are granted, either voluntarily
or by operation of law, except by will or the laws of descent and distribution, and, during the life of the Participant, shall be exercisable only by the Participant. References to a Participant, to the extent relevant in the context, shall include
references to authorized transferees. If necessary to comply with Rule 16b-3 under the Exchange Act, the Participant may not transfer or pledge Shares acquired under an Award until at least six months have elapsed from (but excluding) the date of
grant of the Award, unless the Board approves otherwise in advance. Any Shares issued in respect of an Award may be subject to such special forfeiture conditions, rights of repurchase, rights of first refusal and other transfer restrictions as the
Board may determine. These restrictions will be set forth in the applicable Award Agreement and will apply in addition to any restrictions that may apply to holders of Shares generally. The Company will be under no obligation to sell or deliver
Shares covered by an Award under the Plan unless the Participant executes an agreement giving effect to the restrictions in the form prescribed by the Company. 
  

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 Section 17. No Retention Rights 
 Nothing in the Plan or in any Award granted under the Plan will confer on the Participant any right to continue in Service for any period of time or will
interfere with or otherwise restrict in any way the rights of the Company (or any Subsidiary) or of the Participant, which rights are expressly reserved by each, to terminate his or her Service at any time and for any reason. 
 Section 18. Duration And Amendments 
 (a) Term of the Plan. Subject to the approval of the Company’s shareholders, the Plan is effective on November 2, 2007, the date of its adoption by the Board. If the shareholders fail to approve the Plan within 12 months
after its adoption by the Board, any grants of Awards that already have occurred will be rescinded, and no additional grants will be made. The Plan will terminate automatically on November 1, 2017, 10 years after its adoption by the Board, and
may be terminated on any earlier date pursuant to subsection (b) below. 
 (b) Right to Amend or Terminate the Plan. The Board
may amend, suspend or terminate the Plan at any time and for any reason. However, (i) any amendment of the Plan that increases the number of Shares available for issuance under the Plan (except as provided in Section 12), or that
materially changes the class of persons who are eligible for the grant of Awards, is subject to the approval of the Company’s shareholders and (ii) no amendment shall be effective unless approved by the shareholders of the Company to the
extent shareholder approval is necessary to satisfy the listing requirements of any stock exchange on which the Shares are traded or applicable law. The Board, in its sole discretion, may submit any other amendment to the Plan for shareholder
approval, including, but not limited to, amendments to the Plan intended to satisfy the requirements of Code Section 162(m) and the regulations thereunder regarding the exclusion of performance-based compensation from the limit on corporate
deductibility of compensation paid to certain executive officers. 
 (c) Right to Amend Awards. The Board at any time, and from time
to time, may amend the terms of any one or more Awards; provided, however, that the rights under any Award shall not be impaired by any such amendment without the consent of the Participant. 
 (d) Effect of Amendment or Termination. No Shares will be issued or sold under the Plan after its termination, except on exercise of an Option
granted prior to the termination. No amendment, suspension, or termination of the Plan will, without the consent of the Participant, alter or impair any rights or obligations under any Award previously granted under the Plan. 
 (e) Compliance with Code Section 409A. It is intended that the Awards granted under the Plan shall be exempt from, or in compliance with Code
Section 409A. In the event any of the Awards issued under the Plan are subject to Code Section 409A it is intended that no payment or entitlement pursuant to this Plan will give rise to any adverse tax 

  

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consequences to a Participant under Code Section 409A and regulations and other interpretive guidance issued thereunder, including that issued after the
date hereof (collectively, “Section 409A”). The Plan shall be interpreted to that end and, consistent with that objective and notwithstanding any provision herein to the contrary, the Company may unilaterally take any action it
deems necessary or desirable to amend any provision herein to avoid the application of or excise tax under Section 409A. Further, no effect shall be given to any provision herein in a manner that reasonably could be expected to give rise to
adverse tax consequences under that provision. Neither the Company nor its current employees, officers, directors, representatives or agents shall have any liability to any current or former Participant with respect to any accelerated taxation,
additional taxes, penalties or interest for which any current or former Participant may become liable in the event that any amounts payable under the Plan are determined to violate Section 409A. 
 Section 19. Applicable Law 
 The
Plan and all Options granted under it will be construed and interpreted in accordance with, and governed by, the laws of the Cayman Islands, other than its laws regarding choice of law. 
 Section 20. Execution 
 To record
the adoption of the Plan by the Board, the Company has caused its authorized officer to execute it. 
  

			
	XINYUAN REAL ESTATE CO., LTD.
		
	 By:
	 	  

	 Title:
	 	  



  

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