Exhibit 4.1


 


CONCORD MEDICAL SERVICES HOLDINGS Limited

2008 SHARE INCENTIVE PLAN






 


		1.	Purpose of the Plan



 


The purpose of the Plan is to aid the Company
and its Affiliates in recruiting and retaining key employees, directors or consultants of outstanding ability and to motivate such
employees, directors or consultants to exert their best efforts on behalf of the Company and its Affiliates by providing incentives
through the granting of Awards. The Company expects that it will benefit from the added interest which such key employees, directors
or consultants will have in the welfare of the Company as a result of their proprietary interest in the Company’s success.


 


		2.	Definitions



 


The following capitalized terms used in the Plan
have the respective meanings set forth in this Section:


 


		(a)	Applicable Laws: All laws, statutes, regulations,
ordinances, rules or governmental requirements that are applicable to this Plan or any Award granted pursuant to this Plan, including
but not limited to applicable laws of the People’s Republic of China, the United States and the Cayman Islands, and the
rules and requirements of any applicable national securities exchange.



 


		(b)	Act: The U.S. Securities Exchange Act of 1934, as
amended, or any successor thereto.



 


		(c)	Affiliate: With respect to the Company, any entity
directly or indirectly controlling, controlled by, or under common control with, the Company or any other entity designated by
the Board in which the Company or an Affiliate has an interest.



 


		(d)	American Depositary Receipt: A physical certificate
evidencing ownership in American Depositary Shares, issued by the Depositary and listed on an established national or regional
stock exchange or are publicly traded on any established securities market in the United States.



 


		(e)	American Depositary Share: An equity right representing
one or more Shares of the Company, or a fraction of a Share of the Company, held on deposit by the Custodian, which carries the
corporate and economic rights of the Shares of the Company, subject to the terms specified on the American Depositary Receipt.



 


		(f)	Award: An Option, Share Appreciation Right or Other
Share-Based Award granted pursuant to the Plan.



 


		(g)	Award Agreement: The stock option or other written
agreement between the Company and the Participant that evidences and sets out the terms and conditions of an Award.



 




     


     


    

 


		(h)	Beneficial Owner: A “beneficial owner”, as such term is defined in Rule 13d-3 under the Act (or any successor
rule thereto).



 


		(i)	Board: The Board of Directors of the Company.



 


		(j)	Change in Control: The occurrence of any of the following events:



 


(i) the sale or disposition, in one or
a series of related transactions, of all or substantially all, of the assets of the Company to any “person” or “group”
(as such terms are defined in Sections 13(d)(3) or 14(d)(2) of the Act) other than the Permitted Holders;


 


(ii) any person or group, other than the
Permitted Holders, is or becomes the Beneficial Owner (except that a person shall be deemed to have “beneficial ownership”
of all shares that any such person has the right to acquire, whether such right is exercisable immediately or only after the passage
of time), directly or indirectly, of more than 50% of the total voting power of the voting share of the Company (or any entity
which controls the Company), including by way of merger, consolidation, tender or exchange offer or otherwise; or


 


(iii) during any period of two consecutive
years, individuals who at the beginning of such period constituted the Board (together with any new directors whose election by
such Board or whose nomination for election by the shareholders of the Company was approved by a vote of a majority of the directors
of the Company, then still in office, who were either directors at the beginning of such period or whose election or nomination
for election was previously so approved) cease for any reason to constitute a majority of the Board, then in office.


 


		(k)	Code: The U.S. Internal Revenue Code of 1986, as amended, or any successor thereto.



 


		(l)	Committee: The Compensation Committee of the Board, or in the absence of a Compensation Committee, the Board.



 


		(m)	Company: Concord Medical Services Holdings Limited, a company incorporated under the laws of the Cayman Islands.



 


		(n)	Custodian: The bank appointed to hold any ADSs on deposit upon or after a public offering of the Shares.



 


		(o)	Depositary: The United States bank appointed by the Company to issue any American Depositary Receipts upon or after
a public offering of the Shares.



 


		(p)	Disability: Inability of a Participant to perform in all material respects his or her duties and responsibilities to
the Company, or any Affiliates of the Company, by reason of a physical or mental disability or infirmity which inability is reasonably
expected to be permanent and has continued (i) for a period of not less than 90 consecutive days or (ii) such shorter period as
the Committee may reasonably determine in good faith. The Disability determination shall be in the sole discretion of the Committee
and a Participant (or his or her representative) shall furnish the Committee with medical evidence documenting the Participant’s
disability or infirmity which is satisfactory to the Committee.



 




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		(q)	Effective Date: The date the Board approves the Plan, or such later date as is designated by the Board.



 


		(r)	Employment: The term “Employment” as used herein shall be deemed to refer to (i) a Participant’s employment
if the Participant is an employee of the Company or any of its Affiliates, (ii) a Participant’s services as a consultant,
if the Participant is consultant to the Company or its Affiliates and (iii) a Participant’s services as an non-employee director,
if the Participant is a non-employee member of the Board.



 


		(s)	Fair Market Value: The value of a Share, determined as follows: if on the Grant Date or other determination date the
Shares are listed on an established national or regional stock exchange, or are publicly traded on any established securities market,
the Fair Market Value of a Share shall be the closing price of the Shares on such exchange or in such market (if there is more
than one such exchange or market the Committee shall determine the appropriate exchange or market) on the Grant Date or such other
determination date (or if there is no such reported closing price, the Fair Market Value shall be the mean between the highest
bid and lowest asked prices or between the high and low sale prices on such trading day) or, if no sale of Shares is reported for
such trading day, on the next preceding day on which any sale shall have been reported. If the Shares are not listed on such an
exchange, quoted on such system or traded on such a market, Fair Market Value shall be the value of the Shares as determined by
the Committee in good faith, and shall be determined by the reasonable application of a reasonable valuation method within the
meaning of Section 409A of the Code and the regulations promulgated thereunder.



 


		(t)	Grant Date: The date as of which the Committee approves an Award.



 


		(u)	ISO: An Option that is also an incentive share option granted pursuant to Section 6(d) of the Plan.



 


		(v)	LSAR: A limited share appreciation right granted pursuant to Section 7(d) of the Plan.



 


		(w)	Other Share-Based Awards: Awards granted pursuant to Section 8 of the Plan.



 


		(x)	Option: A share option granted pursuant to Section 6 of the Plan.



 


		(y)	Option Price: The purchase price per Share of an Option, as determined pursuant to Section 6(a) of the Plan.



 




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		(z)	Participant: An employee, director or consultant who is selected by the Committee to participate in the Plan. To the
extent required by Applicable Laws, Awards may be limited to employees and officers or employees and directors.



 


		(aa)	Permitted Holder: Means, as of the date of determination, (i) the Company or (ii) any employee benefit plan (or trust
forming a part thereof) maintained by (A) the Company or (B) any corporation or other Person of which a majority of its voting
power of its voting equity securities or equity interest is owned, directly or indirectly, by the Company.



 


		(bb)	Person: A “person”, as such term is used for purposes of Section 13(d) or 14(d) of the Act (or any successor
section thereto).



 


		(cc)	Plan: This Concord Medical Services Holdings Limited 2008 Share Incentive Plan.



 


		(dd)	Shares: Class A Ordinary Share of the Company.



 


		(ee)	Share Appreciation Right: A share appreciation right granted pursuant to Section 7 of the Plan.



 


		3.	Shares Subject to the Plan



 


Subject to adjustment as provided in Section 9
hereof, the total number of Shares which may be issued under the Plan is 14,808,318 Shares. Among the total number of Shares that
may be issued under the Plan, up to 14,808,318 Shares may be issued for the purpose of granting Options (all of which may be issued
as ISOs) and/or Share Appreciation Rights. The Shares may consist, in whole or in part, of authorized and unissued Shares, treasury
Shares or Shares purchased on the open market. The issuance of Shares or the payment of cash upon the exercise of an Award or in
consideration of the cancellation or termination of an Award shall reduce the total number of Shares available under the Plan,
as applicable. Shares which are subject to Awards which terminate or lapse without the payment of consideration may be granted
again under the Plan.


 




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		4.	Administration



 


The Plan shall be administered by the Committee,
which may delegate its duties and powers in whole or in part to any subcommittee thereof consisting solely of at least two individuals
who are intended to qualify as “Non-Employee Directors” within the meaning of Rule 16b-3 under the Act (or any successor
rule thereto) and an “independent director” as defined, to the extent applicable, in either Rule 4200 of the NASDAQ
Stock Market Rules (or any applicable successor rule thereto) or in NYSE Rule 303A.02 (or any applicable successor rule thereto).
Awards may, in the discretion of the Committee, be made under the Plan in assumption of, or in substitution for, outstanding awards
previously granted by the Company or its Affiliates or a company acquired by the Company or with which the Company combines. The
number of Shares underlying such substitute awards shall be counted against the aggregate number of Shares available for Awards
under the Plan. The Committee is authorized to interpret the Plan, to establish, amend and rescind any rules and regulations relating
to the Plan, and to make any other determinations that it deems necessary or desirable for the administration of the Plan. The
Committee may correct any defect or supply any omission or reconcile any inconsistency in the Plan in the manner and to the extent
the Committee deems necessary or desirable. Any decision of the Committee in the interpretation and administration of the Plan,
as described herein, shall lie within its sole and absolute discretion and shall be final, conclusive and binding on all parties
concerned (including, but not limited to, Participants and their beneficiaries or successors). The Committee shall have the full
power and authority to establish the terms and conditions of any Award consistent with the provisions of the Plan and to waive
any such terms and conditions at any time (including, without limitation, accelerating or waiving any vesting conditions). The
Committee shall require payment of any amount it may determine to be necessary to withhold for any applicable taxes as a result
of the exercise, grant or vesting of an Award. Unless the Committee specifies in the applicable Award Agreement or otherwise, the
Participant may elect to pay a portion or all of such withholding taxes by (a) delivery in Shares or (b) having Shares
withheld by the Company from any Shares that would have otherwise been received by the Participant.


 


		5.	Limitations



 


No Award may be granted under the Plan after the
tenth anniversary of the Effective Date, but Awards theretofore granted may extend beyond that date.


 


		6.	Terms and Conditions of Options



 


Options granted under the Plan shall be, as determined
by the Committee, non-qualified or incentive share options for U.S. federal income tax purposes, as evidenced by the related Award
Agreements, and shall be subject to the foregoing and the following terms and conditions and to such other terms and conditions,
not inconsistent therewith, as the Committee shall determine:


 


		(a)	Option Price. The Option Price per Share shall be determined by the Committee, and unless specifically approved by the
Board, shall not be less than 100% of the Fair Market Value of the Shares on the Grant Date.



 


		(b)	Exercisability. Options granted under the Plan shall be exercisable at such time and upon such terms and conditions
as may be determined by the Committee, but in no event shall an Option be exercisable more than eight years after the Grant Date.



 




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		(c)	Exercise of Options. Except as otherwise provided in the Plan or in an Award Agreement, an Option may be exercised for
all, or from time to time any part, of the Shares for which it is then exercisable. For purposes of Section 6 of the Plan, the
exercise date of an Option shall be the later of the date a notice of exercise is received by the Company and, if applicable, the
date payment is received by the Company pursuant to clauses (i), (ii), (iii) or (iv) in the following sentence. The purchase price
for the Shares as to which an Option is exercised shall be paid to the Company in full at the time of exercise at the election
of the Participant (i) in cash or its equivalent (e.g., by check), (ii) to the extent permitted by the Committee, in
Shares having a Fair Market Value equal to the aggregate Option Price for the Shares being purchased and satisfying such other
requirements as may be imposed by the Committee; provided, that such Shares have been held by the Participant for no less than
six months (or such other period as established from time to time by the Committee in order to avoid adverse accounting treatment
applying generally accepted accounting principles), (iii) partly in cash and, to the extent permitted by the Committee,
partly in such Shares or (iv) if there is a public market for the Shares at such time, through the delivery of irrevocable
instructions to a broker to sell Shares obtained upon the exercise of the Option and to deliver promptly to the Company an amount
out of the proceeds of such Sale equal to the aggregate Option Price for the Shares being purchased. No Participant shall have
any rights to dividends or other rights of a shareholder with respect to Shares subject to an Option until the Participant has
given written notice of exercise of the Option, paid in full for such Shares and, if applicable, has satisfied any other conditions
imposed by the Committee pursuant to the Plan.



 


		(d)	ISOs. The Committee may grant Options under the Plan that are intended to be ISOs. Such ISOs shall comply with the requirements
of Section 422 of the Code (or any successor section thereto). No ISO may be granted to any Participant who at the time of such
grant, owns more than ten percent of the total combined voting power of all classes of share of the Company or of any Affiliates,
unless (i) the Option Price for such ISO is at least 110% of the Fair Market Value of a Share on the date the ISO is granted
and (ii) the date on which such ISO terminates is a date not later than the day preceding the fifth anniversary of the date
on which the ISO is granted. Any Participant who disposes of Shares acquired upon the exercise of an ISO either (i) within
two years after the date of grant of such ISO or (ii) within one year after the transfer of such Shares to the Participant,
shall notify the Company of such disposition and of the amount realized upon such disposition. All Options granted under the Plan
are intended to be nonqualified share options, unless the applicable Award Agreement expressly states that the Option is intended
to be an ISO. If an Option is intended to be an ISO, and if for any reason such Option (or portion thereof) shall not qualify as
an ISO, then, to the extent of such nonqualification, such Option (or portion thereof) shall be regarded as a nonqualified share
option granted under the Plan; provided that such Option (or portion thereof) otherwise complies with the Plan’s requirements.
In no event shall any member of the Committee, the Company or any of its Affiliates (or their respective employees, officers or
directors) have any liability to any Participant (or any other Person) due to the failure of an Option to qualify for any reason
as an ISO.



 


		(e)	Attestation. Wherever in this Plan or any agreement evidencing an Award a Participant is permitted to pay the exercise
price of an Option or taxes relating to the exercise of an Option by delivering Shares, the Participant may, subject to procedures
satisfactory to the Committee, satisfy such delivery requirement by presenting proof of beneficial ownership of such Shares, in
which case the Company shall treat the Option as exercised without further payment and shall withhold such number of Shares from
the Shares acquired by the exercise of the Option.



 




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		7.	Terms and Conditions of Share Appreciation Rights



 


		(a)	Grants. The Committee also may grant (i) a Share Appreciation Right independent of an Option or (ii) a Share
Appreciation Right in connection with an Option, or a portion thereof. A Share Appreciation Right granted pursuant to clause (ii)
of the preceding sentence (A) may be granted at the time the related Option is granted or at any time prior to the exercise
or cancellation of the related Option, (B) shall cover the same number of Shares covered by an Option (or such lesser number
of Shares as the Committee may determine) and (C) shall be subject to the same terms and conditions as such Option except
for such additional limitations as are contemplated by this Section 7 (or such additional limitations as may be included in an
Award Agreement).



 


		(b)	Terms. The exercise price per Share of a Share Appreciation Right shall be an amount determined by the Committee but
in no event shall such amount be less than the greater of (i) the Fair Market Value of a Share on the date the Share Appreciation
Right is granted or, in the case of a Share Appreciation Right granted in conjunction with an Option, or a portion thereof, the
Option Price of the related Option and (ii) the minimum amount permitted by Applicable Laws. Each Share Appreciation Right
granted independent of an Option shall entitle a Participant upon exercise to an amount equal to (i) the excess of (A) the
Fair Market Value on the exercise date of one Share over (B) the exercise price per Share, times (ii) the number of Shares
covered by the Share Appreciation Right. Each Share Appreciation Right granted in conjunction with an Option, or a portion thereof,
shall entitle a Participant to surrender to the Company the unexercised Option, or any portion thereof, and to receive from the
Company in exchange therefore an amount equal to (i) the excess of (A) the Fair Market Value on the exercise date of
one Share over (B) the Option Price per Share, times (ii) the number of Shares covered by the Option, or portion thereof,
which is surrendered. The date a notice of exercise is received by the Company shall be the exercise date. Payment shall be made
in Shares or in cash, or partly in Shares and partly in cash (any such Shares valued at such Fair Market Value), all as shall be
determined by the Committee. Share Appreciation Rights may be exercised from time to time upon actual receipt by the Company of
written notice of exercise stating the number of Shares with respect to which the Share Appreciation Right is being exercised.
No fractional Shares will be issued in payment for Share Appreciation Rights, but instead cash will be paid for a fraction or,
if the Committee should so determine, the number of Shares will be rounded downward to the next whole Share.



 




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		(c)	Limitations. The Committee may impose, in its discretion, such conditions upon the exercisability or transferability
of Share Appreciation Rights as it may deem fit.



 


		(d)	Limited Share Appreciation Rights. The Committee may grant LSARs that are exercisable upon the occurrence of specified
contingent events. Such LSARs may provide for a different method of determining appreciation, may specify that payment will be
made only in cash and may provide that any related Awards are not exercisable while such LSARs are exercisable. Unless the context
otherwise requires, whenever the term “Share Appreciation Right” is used in the Plan, such term shall include LSARs.



 


		8.	Other Share-Based Awards



 


The Committee, in its sole discretion, may grant
or sell Awards of Shares and Awards that are valued in whole or in part by reference to, or are otherwise based on the Fair Market
Value of, Shares (collectively, “Other Share-Based Awards”). Such Other Share-Based Awards shall be in such form, and
dependent on such conditions, as the Committee shall determine, including, without limitation, the right to receive, or vest with
respect to, one or more Shares (or the equivalent cash value of such Shares) upon the completion of a specified period of service,
the occurrence of an event and/or the attainment of performance objectives. Other Share-Based Awards may be granted alone or in
addition to any other Awards granted under the Plan. Subject to the provisions of the Plan, the Committee shall determine to whom
and when Other Share-Based Awards will be made, the number of Shares to be awarded under (or otherwise related to) such Other Share-Based
Awards; whether such Other Share-Based Awards shall be settled in cash, Shares or a combination of cash and Shares; and all other
terms and conditions of such Awards (including, without limitation, the vesting provisions thereof and provisions ensuring that
all Shares so awarded and issued shall be fully paid and non-assessable).


 


		9.	Adjustments Upon Certain Events



 


Notwithstanding any other provisions in the Plan
to the contrary, the following provisions shall apply to all Awards granted under the Plan:


 


		(a)	Generally. In the event of any change in the outstanding Shares after the Effective Date by reason of any Share dividend
or split, reorganization, recapitalization, merger, consolidation, spin-off, combination, combination or transaction or exchange
of Shares or other corporate exchange, or any distribution to shareholders of Shares other than regular cash dividends or any transaction
similar to the foregoing, the Committee in its sole discretion and without liability to any person shall make such substitution
or adjustment, if any, as it deems to be equitable, as to (i) the number or kind of Shares or other securities issued or reserved
for issuance pursuant to the Plan or pursuant to outstanding Awards, (ii) the maximum number of Shares for which Options or Share
Appreciation Rights may be granted during a calendar year to any Participant, (iii) the maximum number of Shares for which Other
Share-Based Awards may be granted during a calendar year to any Participant, (iv) the maximum amount of an Award that is valued
in whole or in part by reference to, or is otherwise based on the Fair Market Value of, Shares that may be granted during a calendar
year to any Participant, (v) the Option Price or exercise price of any share appreciation right and/or (vi) any other affected
terms of such Awards.



 




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		(b)	Change in Control. In the event of a Change of Control after the Effective Date, (i) if determined by the Committee
in the applicable Award Agreement or otherwise, any outstanding Awards then held by Participants which are unexercisable or otherwise
unvested or subject to lapse restrictions shall automatically be deemed exercisable or otherwise vested or no longer subject to
lapse restrictions, as the case may be, as of immediately prior to such Change of Control and (ii) the Committee may, but shall
not be obligated to, (A) cancel such Awards for fair value (as determined in the sole discretion of the Committee) which, in the
case of Options and Share Appreciation Rights, may equal the excess, if any, of value of the consideration to be paid in the Change
of Control transaction to holders of the same number of Shares subject to such Options or Share Appreciation Rights (or, if no
consideration is paid in any such transaction, the Fair Market Value of the Shares subject to such Options or Share Appreciation
Rights) over the aggregate exercise price of such Options or Share Appreciation Rights or (B) provide for the issuance of substitute
Awards that will substantially preserve the otherwise applicable terms of any affected Awards previously granted hereunder as determined
by the Committee in its sole discretion or (C) provide that for a period of at least 15 days prior to the Change of Control, such
Options shall be exercisable as to all shares subject thereto and that upon the occurrence of the Change of Control, such Options
shall terminate and be of no further force and effect.



 


		10.	No Right to Employment or Awards



 


The granting of an Award under the Plan shall
impose no obligation on the Company or any Affiliate to continue the Employment of a Participant and shall not lessen or affect
the Company’s or any Affiliate’s right to terminate the Employment of such Participant. No Participant or other Person
shall have any claim to be granted any Award, and there is no obligation for uniformity of treatment of Participants, or holders
or beneficiaries of Awards. The terms and conditions of Awards and the Committee’s determinations and interpretations with
respect thereto need not be the same with respect to each Participant (whether or not such Participants are similarly situated).


 


		11.	Successors and Assigns



 


The Plan shall be binding on all successors and
assigns of the Company and a Participant, including without limitation, the estate of such Participant and the executor, administrator
or trustee of such estate, or any receiver or trustee in bankruptcy or representative of the Participant’s creditors.


 




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	12.	Nontransferability
                                         of Awards



 


Unless
otherwise determined by the Committee, an Award shall not be transferable or assignable by the Participant otherwise than by will
or by the laws of descent and distribution. An Award exercisable after the death of a Participant may be exercised by the legatees,
personal representatives or distributees of the Participant.



  


		13.	Amendments or Termination



 


The Board may amend, alter or discontinue the
Plan, but no amendment, alteration or discontinuation shall be made, (a) without the approval of the shareholders of the Company,
if such action would (except as is provided in Section 9 of the Plan), increase the total number of Shares reserved for the
purposes of the Plan or change the maximum number of Shares for which Awards may be granted to any Participant or (b) without
the consent of a Participant, if such action would diminish any of the rights of the Participant under any Award theretofore granted
to such Participant under the Plan; provided, however, that the Committee may amend the Plan in such manner as it deems necessary
to permit the granting of Awards meeting the requirements of any Applicable Laws.


 


Without limiting the generality of the foregoing,
to the extent applicable, notwithstanding anything herein to the contrary, this Plan and Awards issued hereunder shall be interpreted
in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretative guidance issued thereunder,
including without limitation any such regulations or other guidance that may be issued after the Effective Date. Notwithstanding
any provision of the Plan to the contrary, in the event that the Committee determines that any amounts payable hereunder will be
taxable to a Participant under Section 409A of the Code and related Department of Treasury guidance prior to payment to such Participant
of such amount, the Company may (a) adopt such amendments to the Plan and Awards and appropriate policies and procedures, including
amendments and policies with retroactive effect, that the Committee determines necessary or appropriate to preserve the intended
tax treatment of the benefits provided by the Plan and Awards hereunder and/or (b) take such other actions as the Committee determines
necessary or appropriate to comply with the requirements of Section 409A of the Code.


 


		14.	Jurisdictions



 


In order to assure the viability of Awards granted
to Participants employed in various jurisdictions, the Committee may, in its sole discretion, 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, 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, restatements or alternative
versions shall increase the Share limitation contained in Section 3 hereof. Notwithstanding the foregoing, the Committee may not
take any actions hereunder, and no Awards shall be granted that would violate any Applicable Laws.


 




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		15.	Distribution of Shares



 


The obligation of the Company to make payments
in Shares pursuant to an Award shall be subject to all Applicable Laws and to any such approvals by government agencies as may
be required. Without limiting the generality of the foregoing, Shares distributed pursuant to an Award may consist, in whole or
in part, of authorized and unissued Shares, treasury Shares or Shares purchased on the open market. Additionally, in the discretion
of the Committee, American Depository Shares may be distributed in lieu of Shares in settlement of any Award, provided that the
American Depository Shares shall be of equal value to the Shares that would have otherwise been distributed. 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 shall be adjusted
to reflect the distribution of American Depository Shares in lieu of Shares.


 


		16.	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 any Applicable Laws, in particular, the tax laws, rules, regulations and government
orders of the People’s Republic of China or the U.S. federal, state or other local tax laws, as applicable. The Company and
each of its Subsidiaries 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, if any) required to be withheld under any Applicable Laws with respect to any Award issued to the Participant hereunder.
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 form 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 other 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 other income tax any payroll tax purposes that are applicable to such taxable income.


 


		17.	Choice of Law



 


The Plan shall be governed by and construed in
accordance with the laws of the state of New York.


 


		18.	Effectiveness of the Plan



 


The Plan shall be effective as of the Effective
Date and shall terminate on the tenth anniversary of the Effective Date, subject to earlier termination by the Board pursuant to
Section 13 hereof.


 




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