exv10w2






Exhibit 10.2




NOBAO RENEWABLE ENERGY HOLDINGS LIMITED

2010 PERFORMANCE INCENTIVE PLAN




1. PURPOSE OF PLAN





The purpose of this Nobao Renewable Energy Holdings Limited 2010 Performance Incentive Plan
(this “Plan”) of Nobao Renewable Energy Holdings Limited, a company organized under the laws
of the Cayman Islands, and its successors (the “Company”), is to promote the success of the
Company and to increase shareholder value by providing an additional means through the grant
of awards to attract, motivate, retain and reward selected employees and other eligible
persons.



2. ELIGIBILITY





The Administrator (as such term is defined in Section 3.1) may grant awards under this Plan
only to those persons that the Administrator determines to be Eligible Persons. An
“Eligible Person” is any person who is either: (a) an officer (whether or not a director) or
employee of the Company or one of its Subsidiaries; (b) a director of the Company or one of
its Subsidiaries; or (c) an individual consultant or advisor who renders or has rendered
bona fide services (other than services in connection with the offering or sale of
securities of the Company or one of its Subsidiaries in a capital-raising transaction or as
a market maker or promoter of securities of the Company or one of its Subsidiaries) to the
Company or one of its Subsidiaries and who is selected to participate in this Plan by the
Administrator; provided, however, that a person who is otherwise an Eligible Person under
clause (c) above may participate in this Plan only if such participation would not adversely
affect either the Company’s eligibility to use Form S-8 to register under the Securities Act
of 1933, as amended (the “Securities Act”), the offering and sale of shares issuable under
this Plan by the Company or the Company’s compliance with any applicable laws. An Eligible
Person who has been granted an award (a “participant”) may, if otherwise eligible, be
granted additional awards if the Administrator shall so determine. As used herein,
“Subsidiary” means any corporation or other entity a majority of whose outstanding voting
shares or voting power is beneficially owned directly or indirectly by the Company; and
“Board” means the Board of Directors of the Company.



3. PLAN ADMINISTRATION





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




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






	 	 	 	Award grants, and transactions in or involving awards, intended to be exempt under
Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), must be duly and timely authorized by the Board or a committee consisting
solely of two or more non-employee directors (as this requirement is applied under
Rule 16b-3 promulgated under the Exchange Act). To the extent required by any
applicable listing agency, this Plan shall be administered by a committee composed
entirely of independent directors (within the meaning of the applicable listing
agency).
	 
	 	3.2	 	Powers of the Administrator. Subject to the express provisions of this Plan,
the Administrator is authorized and empowered to do all things necessary or desirable
in connection with the authorization of awards and the administration of this Plan (in
the case of a committee or delegation to one or more officers, within the authority
delegated to that committee or person(s)), including, without limitation, the authority
to:






	 	(a)	 	determine eligibility and, from among those persons determined
to be eligible, the particular Eligible Persons who will receive an award under
this Plan;
	 
	 	(b)	 	grant awards to Eligible Persons, determine the price at which
securities will be offered or awarded and the number of securities to be
offered or awarded to any of such persons, determine the other specific terms
and conditions of such awards consistent with the express limits of this Plan,
establish the installments (if any) in which such awards shall become
exercisable or shall vest (which may include, without limitation, performance
and/or time-based schedules), or determine that no delayed exercisability or
vesting is required, establish any applicable performance targets, and
establish the events of termination or reversion of such awards;
	 
	 	(c)	 	approve the forms of award agreements (which need not be
identical either as to type of award or among participants);
	 
	 	(d)	 	construe and interpret this Plan and any agreements defining
the rights and obligations of the Company, its Subsidiaries, and participants
under this Plan, further define the terms used in this Plan, and prescribe,
amend and rescind rules and regulations relating to the administration of this
Plan or the awards granted under this Plan;




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	 	(e)	 	cancel, modify, or waive the Company’s rights with respect to,
or modify, discontinue, suspend, or terminate any or all outstanding awards,
subject to any required consent under Section 8.6.5;
	 
	 	(f)	 	accelerate or extend the vesting or exercisability or extend
the term of any or all such outstanding awards (in the case of options or share
appreciation rights, within the maximum ten-year term of such awards) in such
circumstances as the Administrator may deem appropriate (including, without
limitation, in connection with a termination of employment or services or other
events of a personal nature) subject to any required consent under Section
8.6.5;
	 
	 	(g)	 	adjust the number of Ordinary Shares subject to any award,
adjust the price of any or all outstanding awards or otherwise change
previously imposed terms and conditions, in such circumstances as the
Administrator may deem appropriate, in each case subject to Sections 4 and 8.6;
	 
	 	(h)	 	determine the date of grant of an award, which may be a
designated date after but not before the date of the Administrator’s action
(unless otherwise designated by the Administrator, the date of grant of an
award shall be the date upon which the Administrator took the action granting
an award);
	 
	 	(i)	 	determine whether, and the extent to which, adjustments are
required pursuant to Section 7 hereof and authorize the termination,
conversion, substitution or succession of awards upon the occurrence of an
event of the type described in Section 7;
	 
	 	(j)	 	acquire or settle (subject to Sections 7 and 8.6) rights under
awards in cash, shares of equivalent value, or other consideration;
	 
	 	(k)	 	determine the fair market value of the Ordinary Shares or
awards under this Plan from time to time and/or the manner in which such value
will be determined; and
	 
	 	(l)	 	implement any procedures, steps or additional or different
requirements as may be necessary to comply with any laws of the People’s
Republic of China (the “PRC”) that may be applicable to this Plan, any Option
or any related documents, including, but not limited to, foreign exchange laws,
tax laws and securities laws of the PRC.






	 	3.3	 	Binding Determinations. Any action taken by, or inaction of, the Company, any
Subsidiary, or the Administrator relating or pursuant to this Plan and within its
authority hereunder or under applicable law shall be within the absolute discretion of
that entity or body and shall be conclusive and binding upon all persons. Neither the
Board nor any Board committee, nor any member thereof or person acting at the direction
thereof, shall be liable for any act, omission, interpretation, construction or
determination made in good faith in connection with this Plan (or any award made under
this Plan), and all such persons shall be entitled to indemnification and reimbursement
by the Company in respect of any claim, loss,




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	 	 	 	damage or expense (including, without limitation, attorneys’ fees) arising or
resulting therefrom to the fullest extent permitted by law and/or under any
directors and officers liability insurance coverage that may be in effect from time
to time.
	 
	 	3.4	 	Reliance on Experts. In making any determination or in taking or not taking
any action under this Plan, the Administrator may obtain and may rely upon the advice
of experts, including employees and professional advisors to the Company. No director,
officer or agent of the Company or any of its Subsidiaries shall be liable for any such
action or determination taken or made or omitted in good faith.
	 
	 	3.5	 	Delegation. The Administrator may delegate ministerial, non-discretionary
functions to individuals who are officers or employees of the Company or any of its
Subsidiaries or to third parties.





4. ORDINARY SHARES SUBJECT TO THE PLAN; SHARE LIMITS





	 	4.1	 	Shares Available. Subject to the provisions of Section 7.1, the shares that
may be delivered under this Plan shall be shares of the Company’s authorized but
unissued Ordinary Shares and any Ordinary Shares held as treasury shares. For purposes
of this Plan, “Ordinary Shares” shall mean the ordinary shares of the Company and such
other securities or property as may become the subject of awards under this Plan, or
may become subject to such awards, pursuant to an adjustment made under Section 7.1.
	 
	 	4.2	 	Share Limits. The maximum number of Ordinary Shares that may be delivered
pursuant to awards granted to Eligible Persons under this Plan (the “Share Limit”) is
500,000 Ordinary Shares. The maximum number of Ordinary Shares that may be delivered
pursuant to options qualified as incentive stock options granted under this Plan is
500,000 shares. Each of the foregoing numerical limits is subject to adjustment as
contemplated by Section 4.3, Section 7.1, and Section 8.10.
	 
	 	4.3	 	Awards Settled in Cash, Reissue of Awards and Shares. In the event that
Ordinary Shares are delivered in respect of a dividend equivalent right granted under
this Plan, the actual number of shares delivered with respect to the award shall be
counted against the share limits of this Plan (including, for purposes of clarity, the
limits of Section 4.2 of this Plan). (For purposes of clarity, if 1,000 dividend
equivalent rights are granted and outstanding when the Company pays a dividend, and 50
shares are delivered in payment of those rights with respect to that dividend, 50
shares shall be counted against the share limits of this Plan). To the extent that
Ordinary Shares are delivered pursuant to the exercise of a share appreciation right or
share option granted under this Plan, the number of underlying shares as to which the
exercise related shall be counted against the applicable share limits under Section
4.2, as opposed to only counting the shares actually issued. (For purposes of clarity,
if a share appreciation right relates to 100,000 shares and is exercised at a time when
the payment due to the participant is 15,000 shares, 100,000 shares shall be charged
against the applicable share limits under Section 4.2 with respect to such exercise.)
Shares that are subject to




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	 	 	 	or underlie awards granted under this Plan which expire or for any reason are
cancelled or terminated, are forfeited, fail to vest, or for any other reason are
not paid or delivered under this Plan shall again be available for subsequent awards
under this Plan. Shares that are exchanged by a participant or withheld by the
Company as full or partial payment in connection with any award under this Plan, as
well as any shares exchanged by a participant or withheld by the Company or one of
its Subsidiaries to satisfy the tax withholding obligations related to any award,
shall not be available for subsequent awards under this Plan. Refer to Section 8.10
for application of the foregoing share limits with respect to assumed awards.
	 
	 	4.4	 	Reservation of Shares; No Fractional Shares; Minimum Issue. The Company shall
at all times reserve a number of Ordinary Shares sufficient to cover the Company’s
obligations and contingent obligations to deliver shares with respect to awards then
outstanding under this Plan (exclusive of any dividend equivalent obligations to the
extent the Company has the right to settle such rights in cash). No fractional shares
shall be delivered under this Plan. The Administrator may pay cash in lieu of any
fractional shares in settlements of awards under this Plan. No fewer than 100 shares
may be purchased on exercise of any award (or, in the case of share appreciation or
purchase rights, no fewer than 100 rights may be exercised at any one time) unless the
total number purchased or exercised is the total number at the time available for
purchase or exercise under the award.





5. AWARDS





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






5.1.1 Share Options. A share option is the grant of a right to purchase a specified
number of Ordinary Shares during a specified period as determined by the
Administrator. An option may be intended as an incentive stock option within the
meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”)
(an “ISO”) or a nonqualified stock option (an option not intended to be an ISO).
The award agreement for an option will indicate if the option is intended as an ISO;
otherwise it will be deemed to be a nonqualified stock option. The maximum term of
each option (ISO or nonqualified) shall be ten (10) years. The per share exercise
price for each option granted to any Eligible Person subject to United States income
tax shall be not less than 100% of the fair market value of an Ordinary Share on the
date of grant of the option. When an option is exercised, the exercise price for
the shares to be purchased shall be paid in full in cash or such other method
permitted by the Administrator consistent with Section 5.4.



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5.1.2 Additional Rules Applicable to ISOs. To the extent that the aggregate fair
market value (determined at the time of grant of the applicable option) of shares
with respect to which ISOs first become exercisable by a participant in any calendar
year exceeds $100,000, taking into account both Ordinary Shares subject to ISOs
under this Plan and shares subject to ISOs under all other plans of the Company or
one of its Subsidiaries (or any parent or predecessor corporation to the extent
required by and within the meaning of Section 422 of the Code and the regulations
promulgated thereunder), such options shall be treated as nonqualified stock
options. In reducing the number of options treated as ISOs to meet the $100,000
limit, the most recently granted options shall be reduced first. To the extent a
reduction of simultaneously granted options is necessary to meet the $100,000 limit,
the Administrator may, in the manner and to the extent permitted by law, designate
which Ordinary Shares are to be treated as shares acquired pursuant to the exercise
of an ISO. ISOs may only be granted to employees of the Company or one of its
subsidiaries (for this purpose, the term “subsidiary” is used as defined in Section
424(f) of the Code, which generally requires an unbroken chain of ownership of at
least 50% of the total combined voting power of all classes of shares of each
subsidiary in the chain beginning with the Company and ending with the subsidiary in
question). There shall be imposed in any award agreement relating to ISOs such
other terms and conditions as from time to time are required in order that the
option be an “incentive stock option” as that term is defined in Section 422 of the
Code. No ISO may be granted to any person who, at the time the option is granted,
owns (or is deemed to own under Section 424(d) of the Code) outstanding Ordinary
Shares possessing more than 10% of the total combined voting power of all classes of
shares of the Company, unless the exercise price of such option is at least 110% of
the fair market value of the shares subject to the option and such option by its
terms is not exercisable after the expiration of five years from the date such
option is granted.




5.1.3 Share Appreciation Rights. A share appreciation right or “SAR” is a right to
receive a payment, in cash and/or Ordinary Shares, equal to the excess of the fair
market value of a specified number of Ordinary Shares on the date the SAR is
exercised over the “base price” of the award, which base price shall be set forth in
the applicable award agreement and, with respect to any Eligible Person subject to
United States income tax, shall be not less than 100% of the fair market value of an
Ordinary Share on the date of grant of the SAR. The maximum term of a SAR shall be
ten (10) years.




5.1.4 Other Awards. The other types of awards that may be granted under this Plan
include: (a) share bonuses, restricted shares, performance shares, share units,
phantom shares, dividend equivalents, or similar rights to purchase or acquire
shares, whether at a fixed or variable price or ratio related to the Ordinary
Shares, upon the passage of time, the occurrence of one or more events, or the
satisfaction of performance criteria or other conditions, or any combination
thereof; (b) any similar securities with a value derived from the value of or
related to the Ordinary Shares and/or returns thereon; or (c) cash awards.




	 	5.2	 	Award Agreements. Each award shall be evidenced by either (1) a written award
agreement in a form approved by the Administrator and executed by the Company




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	 	 	 	by an officer duly authorized to act on its behalf, or (2) an electronic notice of
award grant in a form approved by the Administrator and recorded by the Company (or
its designee) in an electronic recordkeeping system used for the purpose of tracking
award grants under this Plan generally (in each case, an “award agreement”), as the
Administrator may provide and, in each case and if required by the Administrator,
executed or otherwise electronically accepted by the recipient of the award in such
form and manner as the Administrator may require. The Administrator may authorize
any officer of the Company (other than the particular award recipient) to execute
any or all award agreements on behalf of the Company. The award agreement shall set
forth the material terms and conditions of the award as established by the
Administrator consistent with the express limitations of this Plan.
	 
	 	5.3	 	Deferrals and Settlements. Payment of awards may be in the form of cash,
Ordinary Shares, other awards or combinations thereof as the Administrator shall
determine, and with such restrictions as it may impose. The Administrator may also
require or permit participants to elect to defer the issuance of shares or the
settlement of awards in cash under such rules and procedures as it may establish under
this Plan. The Administrator may also provide that deferred settlements include the
payment or crediting of interest or other earnings on the deferral amounts, or the
payment or crediting of dividend equivalents where the deferred amounts are denominated
in shares.
	 
	 	5.4	 	Consideration for Ordinary Shares or Awards. The purchase price for any award
granted under this Plan or the Ordinary Shares to be delivered pursuant to an award, as
applicable, may be paid by means of any lawful consideration as determined by the
Administrator, including, without limitation, one or a combination of the following
methods:






	 	•	 	services rendered by the recipient of such award;
	 
	 	•	 	cash, check payable to the order of the Company, or electronic funds
transfer;
	 
	 	•	 	notice and third party payment in such manner as may be authorized by the
Administrator;
	 
	 	•	 	the delivery of previously owned Ordinary Shares;
	 
	 	•	 	by a reduction in the number of shares otherwise deliverable pursuant to the
award; or
	 
	 	•	 	subject to such procedures as the Administrator may adopt, pursuant to a
“cashless exercise” with a third party who provides financing for the purposes
of (or who otherwise facilitates) the purchase or exercise of awards.






	 	 	 	In no event shall any shares newly-issued by the Company be issued for less than the
minimum lawful consideration for such shares or for consideration other than
consideration permitted by applicable law. Ordinary Shares used to satisfy the
exercise price of an option shall be valued at their fair market value on the date
of




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	 	 	 	exercise. The Company will not be obligated to deliver any shares unless and until
it receives full payment of the exercise or purchase price therefor and any related
withholding obligations under Section 8.5 and any other conditions to exercise or
purchase have been satisfied. Unless otherwise expressly provided in the applicable
award agreement, the Administrator may at any time eliminate or limit a
participant’s ability to pay the purchase or exercise price of any award or shares
by any method other than cash payment to the Company. The Administrator may take
all actions necessary to alter the method of Option exercise and the exchange and
transmittal of proceeds with respect to participants resident in the PRC not having
permanent residence in a country other than the PRC in order to comply with
applicable PRC foreign exchange and tax regulations.
	 
	 	5.5	 	Definition of Fair Market Value. For purposes of this Plan, if the Ordinary
Shares are listed and actively traded on an internationally recognized securities
exchange (the “Exchange”), then unless otherwise determined or provided by the
Administrator in the circumstances, “fair market value” shall mean the closing price
(in regular trading) for an Ordinary Share as reported on the Exchange on which the
Ordinary Shares are listed for the date in question or, if no sales of Ordinary Shares
were reported on the Exchange on that date, the closing price for an Ordinary Share as
reported by the Exchange on which the Ordinary Shares are listed for the next preceding
day on which sales of Ordinary Shares were reported. The Administrator may, however,
provide with respect to one or more Awards that the fair market value shall equal the
closing price (in regular trading) for an Ordinary Share as reported by the Exchange on
the last day preceding the date in question or the average of high and low trading
prices of an Ordinary Share as reported by the Exchange for the date in question or the
most recent trading day. If the Ordinary Shares are no longer listed or actively
traded on the Exchange as of the applicable date, the fair market value of the Ordinary
Shares shall be the value as reasonably determined by the Administrator for purposes of
the award in the circumstances. The Administrator also may adopt a different
methodology for determining fair market value with respect to one or more awards if a
different methodology is necessary or advisable to secure any intended favorable tax,
legal or other treatment for the particular award(s) (for example, and without
limitation, the Administrator may provide that fair market value for purposes of one or
more awards will be based on an average of closing prices (or the average of high and
low daily trading prices) for a specified period preceding the relevant date).
	 
	 	5.6	 	Transfer Restrictions.






5.6.1 Limitations on Exercise and Transfer. Unless otherwise expressly provided in
(or pursuant to) this Section 5.6 or required by applicable law: (a) all awards are
non-transferable and shall not be subject in any manner to sale, transfer,
anticipation, alienation, assignment, pledge, encumbrance or charge; (b) awards
shall be exercised only by the participant; and (c) amounts payable or shares
issuable pursuant to any award shall be delivered only to (or for the account of)
the participant.



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5.6.2 Exceptions. The Administrator may permit awards to be exercised by and paid
to, or otherwise transferred to, other persons or entities pursuant to such
conditions and procedures, including limitations on subsequent transfers, as the
Administrator may, in its sole discretion, establish in writing. Any permitted
transfer shall be subject to compliance with applicable federal and state securities
laws and shall not be for value (other than nominal consideration, settlement of
marital property rights, or for interests in an entity in which more than 50% of the
voting interests are held by the Eligible Person or by the Eligible Person’s family
members).




5.6.3 Further Exceptions to Limits on Transfer. The exercise and transfer
restrictions in Section 5.6.1 shall not apply to:




	 	(a)	 	transfers to the Company (for example, in connection with the
expiration or termination of the award),
	 
	 	(b)	 	the designation of a beneficiary to receive benefits in the
event of the participant’s death or, if the participant has died, transfers to
or exercise by the participant’s beneficiary, or, in the absence of a validly
designated beneficiary, transfers by will or the laws of descent and
distribution,
	 
	 	(c)	 	subject to any applicable limitations on ISOs, transfers to a
family member (or former family member) pursuant to a domestic relations order
if approved or ratified by the Administrator,
	 
	 	(d)	 	if the participant has suffered a disability, permitted
transfers or exercises on behalf of the participant by his or her legal
representative, or
	 
	 	(e)	 	the authorization by the Administrator of “cashless exercise”
procedures with third parties who provide financing for the purpose of (or who
otherwise facilitate) the exercise of awards consistent with applicable laws
and the express authorization of the Administrator.






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





6. EFFECT OF TERMINATION OF EMPLOYMENT OR SERVICE ON AWARDS





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




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	 	 	 	and the date, if any, upon which such services shall be deemed to have terminated.
	 
	 	6.2	 	Events Not Deemed Terminations of Service. Unless the express policy of the
Company or one of its Subsidiaries, or the Administrator, otherwise provides, the
employment relationship shall not be considered terminated in the case of (a) sick
leave, (b) military leave, or (c) any other leave of absence authorized by the Company
or one of its Subsidiaries, or the Administrator; provided that, unless reemployment
upon the expiration of such leave is guaranteed by contract or law or the Administrator
otherwise provides, such leave is for a period of not more than three months. In the
case of any employee of the Company or one of its Subsidiaries on an approved leave of
absence, continued vesting of the award while on leave from the employ of the Company
or one of its Subsidiaries may be suspended until the employee returns to service,
unless the Administrator otherwise provides or applicable law otherwise requires. In
no event shall an award be exercised after the expiration of the term set forth in the
applicable award agreement.
	 
	 	6.3	 	Effect of Change of Subsidiary Status. For purposes of this Plan and any
award, if an entity ceases to be a Subsidiary of the Company a termination of
employment or service shall be deemed to have occurred with respect to each Eligible
Person in respect of such Subsidiary who does not continue as an Eligible Person in
respect of the Company or another Subsidiary that continues as such after giving effect
to the transaction or other event giving rise to the change in status.





7. ADJUSTMENTS; ACCELERATION





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




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	 	 	 	transaction described in the preceding paragraph or a sale of all or substantially
all of the business or assets of the Company as an entirety, the Administrator shall
equitably and proportionately adjust the performance standards applicable to any
then-outstanding performance-based awards to the extent necessary to preserve (but
not increase) the level of incentives intended by this Plan and the then-outstanding
performance-based awards.
	 
	 	 	 	It is intended that, if possible, any adjustments contemplated by the preceding two
paragraphs be made in a manner that satisfies applicable legal, tax (including,
without limitation and as applicable in the circumstances, Section 424 of the Code
and Section 409A of the Code) and accounting (so as to not trigger any charge to
earnings with respect to such adjustment) requirements.
	 
	 	 	 	Without limiting the generality of Section 3.3, any good faith determination by the
Administrator as to whether an adjustment is required in the circumstances pursuant
to this Section 7.1, and the extent and nature of any such adjustment, shall be
conclusive and binding on all persons.
	 
	 	7.2	 	Corporate Transactions — Assumption and Termination of Awards. Upon the
occurrence of any of the following: any merger, combination, consolidation, or other
reorganization; any exchange of Ordinary Shares or other securities of the Company; a
sale of all or substantially all the business, shares or assets of the Company; a
dissolution of the Company; or any other event in which the Company does not survive
(or does not survive as a public company in respect of its Ordinary Shares); then the
Administrator may make provision for a cash payment in settlement of, or for the
assumption, substitution or exchange of any or all outstanding share-based awards or
the cash, securities or property deliverable to the holder of any or all outstanding
share-based awards, based upon, to the extent relevant under the circumstances, the
distribution or consideration payable to holders of the Ordinary Shares upon or in
respect of such event. Upon the occurrence of any event described in the preceding
sentence, then, unless the Administrator has made a provision for the substitution,
assumption, exchange or other continuation or settlement of the award or the award
would otherwise continue in accordance with its terms in the circumstances: (1) subject
to Section 7.4 and unless otherwise provided in the applicable award agreement, each
then-outstanding option and SAR shall become fully vested, all restricted shares then
outstanding shall fully vest free of restrictions, and each other award granted under
this Plan that is then outstanding shall become payable to the holder of such award;
and (2) each award shall terminate upon the related event; provided that the holder of
an option or SAR shall be given reasonable advance notice of the impending termination
and a reasonable opportunity to exercise his or her outstanding vested options and SARs
(after giving effect to any accelerated vesting required in the circumstances) in
accordance with their terms before the termination of such awards (except that in no
case shall more than ten days’ notice of the impending termination be required and any
acceleration of vesting and any exercise of any portion of an award that is so
accelerated may be made contingent upon the actual occurrence of the event).




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	 	 	 	Without limiting the preceding paragraph, in connection with any event referred to
in the preceding paragraph or any change in control event defined in any applicable
award agreement, the Administrator may, in its discretion, provide for the
accelerated vesting of any award or awards as and to the extent determined by the
Administrator in the circumstances.
	 
	 	 	 	The Administrator may adopt such valuation methodologies for outstanding awards as
it deems reasonable in the event of a cash or property settlement and, in the case
of options, SARs or similar rights, but without limitation on other methodologies,
may base such settlement solely upon the excess if any of the per share amount
payable upon or in respect of such event over the exercise or base price of the
award.
	 
	 	 	 	In any of the events referred to in this Section 7.2, the Administrator may take
such action contemplated by this Section 7.2 prior to such event (as opposed to on
the occurrence of such event) to the extent that the Administrator deems the action
necessary to permit the participant to realize the benefits intended to be conveyed
with respect to the underlying shares. Without limiting the generality of the
foregoing, the Administrator may deem an acceleration to occur immediately prior to
the applicable event and/or reinstate the original terms of the award if an event
giving rise to an acceleration does not occur.
	 
	 	 	 	Without limiting the generality of Section 3.3, any good faith determination by the
Administrator pursuant to its authority under this Section 7.2 shall be conclusive
and binding on all persons.
	 
	 	7.3	 	Other Acceleration Rules. The Administrator may override the provisions of
Section 7.2 and/or 7.4 by express provision in the award agreement and may accord any
Eligible Person a right to refuse any acceleration, whether pursuant to the award
agreement or otherwise, in such circumstances as the Administrator may approve. The
portion of any ISO accelerated in connection with an event referred to in Section 7.2
(or such other circumstances as may trigger accelerated vesting of the award) shall
remain exercisable as an ISO only to the extent the applicable $100,000 limitation on
ISOs is not exceeded. To the extent exceeded, the accelerated portion of the option
shall be exercisable as a nonqualified stock option under the Code.
	 
	 	7.4	 	Golden Parachute Limitation. Notwithstanding anything else contained in this
Section 7 to the contrary, in no event shall any award or payment be accelerated under
this Plan to an extent or in a manner so that such award or payment, together with any
other compensation and benefits provided to, or for the benefit of, the participant
under any other plan or agreement of the Company or any of its Subsidiaries, would not
be fully deductible by the Company or one of its Subsidiaries for federal income tax
purposes because of Section 280G of the Code. If a participant would be entitled to
benefits or payments hereunder and under any other plan or program that would
constitute “parachute payments” as defined in Section 280G of the Code, then the
participant may by written notice to the Company designate the order in which such
parachute payments will be reduced or modified so that the Company or one of its
Subsidiaries is not denied




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	 	 	 	federal income tax deductions for any “parachute payments” because of Section 280G
of the Code. Notwithstanding the foregoing, if a participant is a party to an
employment or other agreement with the Company or one of its Subsidiaries, or is a
participant in a severance program sponsored by the Company or one of its
Subsidiaries, that contains express provisions regarding Section 280G and/or Section
4999 of the Code (or any similar successor provision), or the applicable award
agreement includes such provisions, the Section 280G and/or Section 4999 provisions
of such employment or other agreement or plan, as applicable, shall control as to
the awards held by that participant (for example, and without limitation, a
participant may be a party to an employment agreement with the Company or one of its
Subsidiaries that provides for a “gross-up” as opposed to a “cut-back” in the event
that the Section 280G thresholds are reached or exceeded in connection with a change
in control and, in such event, the Section 280G and/or Section 4999 provisions of
such employment agreement shall control as to any awards held by that participant).





8. OTHER PROVISIONS





	 	8.1	 	Compliance with Laws. This Plan, the granting and vesting of awards under this
Plan, the offer, issuance and delivery of Ordinary Shares, and/or the payment of money
under this Plan or under awards are subject to compliance with all applicable federal
and state laws, rules and regulations (including but not limited to state and federal
securities law and federal margin requirements) and to such approvals by any listing,
regulatory or governmental authority as may, in the opinion of counsel for the Company,
be necessary or advisable in connection therewith. The person acquiring any securities
under this Plan will, if requested by the Company or one of its Subsidiaries, provide
such assurances and representations to the Company or one of its Subsidiaries as the
Administrator may deem necessary or desirable to assure compliance with all applicable
legal and accounting requirements.
	 
	 	8.2	 	No Rights to Award. No person shall have any claim or rights to be granted an
award (or additional awards, as the case may be) under this Plan, subject to any
express contractual rights (set forth in a document other than this Plan) to the
contrary.
	 
	 	8.3	 	No Employment/Service Contract. Nothing contained in this Plan (or in any
other documents under this Plan or in any award) shall confer upon any Eligible Person
or other participant any right to continue in the employ or other service of the
Company or one of its Subsidiaries, constitute any contract or agreement of employment
or other service or affect an employee’s status as an employee at will, nor shall
interfere in any way with the right of the Company or one of its Subsidiaries to change
a person’s compensation or other benefits, or to terminate his or her employment or
other service, with or without cause. Nothing in this Section 8.3, however, is
intended to adversely affect any express independent right of such person under a
separate employment or service contract other than an award agreement.




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	 	8.4	 	Plan Not Funded. Awards payable under this Plan shall be payable in shares or
from the general assets of the Company, and no special or separate reserve, fund or
deposit shall be made to assure payment of such awards. No participant, beneficiary or
other person shall have any right, title or interest in any fund or in any specific
asset (including Ordinary Shares, except as expressly otherwise provided) of the
Company or one of its Subsidiaries by reason of any award hereunder. Neither the
provisions of this Plan (or of any related documents), nor the creation or adoption of
this Plan, nor any action taken pursuant to the provisions of this Plan shall create,
or be construed to create, a trust of any kind or a fiduciary relationship between the
Company or one of its Subsidiaries and any participant, beneficiary or other person.
To the extent that a participant, beneficiary or other person acquires a right to
receive payment pursuant to any award hereunder, such right shall be no greater than
the right of any unsecured general creditor of the Company.
	 
	 	8.5	 	Tax Withholding. Upon any exercise, vesting, or payment of any award or upon
the disposition of Ordinary Shares acquired pursuant to the exercise of an ISO prior to
satisfaction of the holding period requirements of Section 422 of the Code, the Company
or one of its Subsidiaries shall have the right at its option to:






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






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




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	 	8.6	 	Effective Date, Termination and Suspension, Amendments.






8.6.1 Effective Date. This Plan is effective as of March 1, 2010, the date of its
approval by the Board (the “Effective Date”). This Plan shall be submitted for and
subject to shareholder approval no later than twelve months after the Effective
Date. Unless earlier terminated by the Board, this Plan shall terminate at the
close of business on the day before the tenth anniversary of the Effective Date.
After the termination of this Plan either upon such stated expiration date or its
earlier termination by the Board, no additional awards may be granted under this
Plan, but previously granted awards (and the authority of the Administrator with
respect thereto, including the authority to amend such awards) shall remain
outstanding in accordance with their applicable terms and conditions and the terms
and conditions of this Plan.




8.6.2 Board Authorization. The Board may, at any time, terminate or, from time to
time, amend, modify or suspend this Plan, in whole or in part. No awards may be
granted during any period that the Board suspends this Plan.




8.6.3 Shareholder Approval. To the extent then required by applicable law or any
applicable listing agency or required under Sections 422 or 424 of the Code to
preserve the intended tax consequences of this Plan, or deemed necessary or
advisable by the Board, any amendment to this Plan shall be subject to shareholder
approval.




8.6.4 Amendments to Awards. Without limiting any other express authority of the
Administrator under (but subject to) the express limits of this Plan, the
Administrator by agreement or resolution may waive conditions of or limitations on
awards to participants that the Administrator in the prior exercise of its
discretion has imposed, without the consent of a participant, and (subject to the
requirements of Sections 3.2 and 8.6.5) may make other changes to the terms and
conditions of awards. Any amendment or other action that would constitute a
repricing of an award is subject to the limitations set forth in Section 3.2(g).




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




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




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	 	8.8	 	Governing Law; Construction; Severability.






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




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




8.8.3 Plan Construction.




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






	 	8.9	 	Captions. Captions and headings are given to the sections and subsections of
this Plan solely as a convenience to facilitate reference. Such headings shall not be
deemed in any way material or relevant to the construction or interpretation of this
Plan or any provision thereof.
	 
	 	8.10	 	Share-Based Awards in Substitution for Share Options or Awards Granted by Other
Company. Awards may be granted to Eligible Persons in substitution for or in
connection with an assumption of employee share options, SARs, restricted shares or
other share-based awards granted by other entities to persons who are or who will
become Eligible Persons in respect of the Company or one of its Subsidiaries, in
connection with a distribution, merger or other reorganization by or with the granting
entity or an affiliated entity, or the acquisition by the Company or one of its
Subsidiaries, directly or indirectly, of all or a substantial part of the shares or
assets of the employing entity. The awards so granted need not comply with other
specific terms of this Plan, provided the awards reflect only adjustments giving effect
to the assumption or substitution consistent with the conversion applicable to the
Ordinary Shares in the transaction and any change in the issuer of the security. Any
shares that are delivered and any awards that are granted by, or become obligations of,
the Company, as a result of the assumption by the Company of, or in substitution for,
outstanding awards previously granted by an acquired company (or previously granted by
a predecessor employer (or direct or indirect parent thereof) in the case of persons
that become employed by the Company or one of its Subsidiaries in connection with a
business or asset acquisition or similar transaction) shall not be counted against the
Share Limit or other limits on the number of shares available for issuance under this
Plan.




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	 	8.11	 	Non-Exclusivity of Plan. Nothing in this Plan shall limit or be deemed to
limit the authority of the Board or the Administrator to grant awards or authorize any
other compensation, with or without reference to the Ordinary Shares, under any other
plan or authority.
	 
	 	8.12	 	No Corporate Action Restriction. The existence of this Plan, the award
agreements and the awards granted hereunder shall not limit, affect or restrict in any
way the right or power of the Board or the shareholders of the Company to make or
authorize: (a) any adjustment, recapitalization, reorganization or other change in the
capital structure or business of the Company or any Subsidiary, (b) any merger,
amalgamation, consolidation or change in the ownership of the Company or any
Subsidiary, (c) any issue of bonds, debentures, capital, preferred or prior preference
shares ahead of or affecting the capital shares (or the rights thereof) of the Company
or any Subsidiary, (d) any dissolution or liquidation of the Company or any Subsidiary,
(e) any sale or transfer of all or any part of the assets or business of the Company or
any Subsidiary, or (f) any other corporate act or proceeding by the Company or any
Subsidiary. No participant, beneficiary or any other person shall have any claim under
any award or award agreement against any member of the Board or the Administrator, or
the Company or any employees, officers or agents of the Company or any Subsidiary, as a
result of any such action.
	 
	 	8.13	 	Other Company Benefit and Compensation Programs. Payments and other benefits
received by a participant under an award made pursuant to this Plan shall not be deemed
a part of a participant’s compensation for purposes of the determination of benefits
under any other employee welfare or benefit plans or arrangements, if any, provided by
the Company or any Subsidiary, except where the Administrator expressly otherwise
provides or authorizes in writing. Awards under this Plan may be made in addition to,
in combination with, as alternatives to or in payment of grants, awards or commitments
under any other plans or arrangements of the Company or its Subsidiaries.






17