Unassociated Document


    


    Exhibit
10.1

     

    FUNTALK
CHINA HOLDINGS LIMITED

    2010
SHARE INCENTIVE PLAN

     

    ARTICLE 1.


     

    PURPOSE

     

    The
purpose of the 2010 Share Incentive Plan (the “Plan”) is to promote
the success and enhance the value of Funtalk China Holdings Limited (the “Company”) by linking
the personal interests of the members of the Board, Employees, and Consultants
to those of Company shareholders and by providing such individuals with an
incentive for outstanding performance to generate superior returns to Company
shareholders.  The Plan is further intended to provide flexibility to
the Company in its ability to motivate, attract, and retain the services of
members of the Board, Employees, and Consultants upon whose judgment, interest,
and special effort the successful conduct of the Company’s operation is largely
dependent.

     

    ARTICLE 2.


     

    DEFINITIONS AND
CONSTRUCTION

     

    Wherever
the following terms are used in the Plan they shall have the meanings specified
below, unless the context clearly indicates otherwise.  The singular
pronoun shall include the plural where the context so indicates.

     

    2.1 “Administrator” shall mean the entity that conducts the
general administration of the Plan as provided in Article 10.  With reference to the duties of the
Committee under the Plan which have been delegated to one or more
persons pursuant to Section
10.6, or as to which the Board has
assumed, the term
“Administrator” shall refer to such person(s) unless
the Committee or the Board has revoked such delegation or the Board has terminated the
assumption of such duties.

     

    2.2 “Applicable
Accounting
Standards” shall mean International Financial
Reporting Standards, Generally Accepted Accounting Principles in the United
States, or such other accounting principles or standards as may apply to the
Company’s financial statements under Applicable
Laws.

     

    2.3 “Applicable
Laws” means (i) the laws of the Cayman Islands as they relate to the Company and its
Shares; (ii) the legal requirements relating to the Plan and the
Awards under applicable
provisions of the corporate, securities, tax and other laws, rules, regulations and government
orders of any jurisdiction
applicable to Awards granted to residents; and (iii) the rules of any applicable
securities exchange, national market system or automated quotation system on which
the Shares are listed, quoted or traded.

     

    2.4 “Article” means an article of this
Plan.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    2.5 “Award” shall mean an Option, a Restricted
Share award, a Restricted Share Unit award, a Dividend Equivalents
award, a Deferred Share award, a  Share Payment award or
a  Share Appreciation Right, which may be
awarded or granted under
the Plan (collectively, “Awards”).

     

    2.6 “Award
Agreement” shall mean any written notice,
agreement, terms and conditions, contract or other instrument or document
evidencing an Award, including through electronic medium, which shall
contain such terms and
conditions with respect to an Award as the Administrator shall determine
consistent with the Plan.

     

    2.7 “Board” shall mean the Board of Directors of
the Company.

     

    2.8  “Code” shall mean the United States Internal Revenue Code of 1986, as
amended from time to
time.

     

    2.9 “Committee” shall mean the Compensation Committee of the Board, or another committee or
subcommittee of the Board, appointed as provided in Section 10.1.

     

    2.10  “Consultant” means any consultant or adviser if: (a)
the consultant or adviser renders bona fide services to a Service
Recipient; (b) the services rendered by the consultant or adviser are not in
connection with the offer or sale of securities in a capital-raising transaction
and do not directly or indirectly promote or maintain a market for the Company’s securities; and (c) the consultant or
adviser is a natural person who has contracted directly with the Service
Recipient to render such services.

     

    2.11 “Corporate
Transaction” means any of the following
transactions, provided, however, that the Committee shall determine under (f)
and (g) whether multiple transactions are related, and its determination shall
be final, binding and conclusive:

     

    (a) an amalgamation, arrangement,
consolidation or scheme of arrangement in which the Company is not the
surviving entity, except
for a transaction the principal purpose of which is to change the jurisdiction
in which the Company is incorporated or which following such transaction the
holders of the Company’s voting securities
immediately prior to such
transaction own fifty
percent (50%) or more of
the surviving entity;

     

    (b) the direct or indirect acquisition by
any person or related group of persons (other than an acquisition from or by the
Company or by a Company-sponsored employee benefit plan or by a person that
directly or indirectly
controls, is controlled by, or is under common control with, the Company) of
beneficial ownership (within the meaning of Rule 13d-3 under the Exchange
Act) of securities possessing more than fifty percent (50%) of the total
combined voting power of the Company’s outstanding securities pursuant to a
tender or exchange offer made directly to the Company’s shareholders which a majority of the
Incumbent Board (as defined below) who are not affiliates or associates of the
offeror under Rule 12b-2 promulgated under the
Exchange Act do not recommend such shareholders accept, or

     

    (c) the individuals who, as of
the Effective Date, are
members of the Board (the “Incumbent Board”), cease for any reason to constitute at
least fifty percent (50%) of the Board; provided that if the election, or
nomination for election by the Company’s shareholders, of any new member of the
Board is approved by a vote of at least fifty percent (50%) of the Incumbent
Board, such new member of the Board shall be considered as a member of the Incumbent
Board.

     

    
      
        
        

      

      
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    (d) the sale, transfer or other disposition
of all or substantially all of the assets of the Company;

     

    (e) the completion of a voluntary or
insolvent liquidation or dissolution of the Company;

     

    (f) any reverse takeover, scheme of
arrangement, or series of
related transactions culminating in a reverse takeover or scheme of arrangement
(including, but not limited to, a tender offer followed by a reverse takeover)
in which the Company survives but (A) the Shares of the Company
outstanding immediately prior to such transaction
are converted or exchanged by virtue of the transaction into other property,
whether in the form of securities, cash or otherwise, or (B) in which
securities possessing more than fifty percent (50%) of the total combined voting power of the
Company’s outstanding securities are transferred
to a person or persons different from those who held such securities immediately
prior to such transaction culminating in such takeover or scheme of arrangement,
but excluding any
such transaction or series
of related transactions that the Committee determines shall not be a Corporate
Transaction;
or

     

    (g) acquisition in a single or series of
related transactions by any person or related group of persons (other than the
Company or by a Company-sponsored employee benefit plan) of
beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act)
of securities possessing
more than fifty percent (50%) of the total combined voting power of
the Company’s outstanding securities but
excluding any such
transaction or series of related transactions that the Committee determines
shall not be a Corporate Transaction.

     

    2.12 “Deferred
Share” shall mean a right to receive
Shares awarded under Section 7.3.

     

    2.13 “Director” shall mean a member of the Board,
as constituted from time to
time.

     

    2.14 “Dividend
Equivalent” shall mean a right to receive the
equivalent value (in cash or Shares) of dividends paid on Shares, awarded under
Section 7.1.

     

    2.15  “Effective
Date” shall have the meaning set forth in
Section 11.1.

     

    2.16 “Eligible
Individual” shall mean any person who is an
Employee, a Consultant or a Non-Employee Director, as determined by the
Committee.

     

    2.17 “Employee” means any person who is in the employ of
a Service Recipient, subject to the control and direction of the Service
Recipient as to both the
work to be performed and the manner and method of
performance.  The
payment of a director’s fee by a Service Recipient shall not
be sufficient to constitute “employment” by the Service
Recipient.

     

    
      
        
        

      

      
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    2.18  “Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended
from time to time.

     

    2.19 “Fair Market
Value” means, as of any date, the value of
Shares determined as follows:

     

    (a) If the
Shares are listed on one or more established and regulated securities exchanges,
national market systems or automated quotation system on which Shares are
listed, quoted or traded, its Fair Market Value shall be the closing sales price
for such shares (or the closing bid, if no sales were reported) as quoted on the
principal exchange or system on which the Shares are listed (as determined by
the Committee) on the date of determination (or, if no closing sales price or
closing bid was reported on that date, as applicable, on the last trading date
such closing sales price or closing bid was reported), as reported in The Wall Street Journal or
such other source as the Committee deems reliable;

     

    (b) If the
Shares are not listed on an established securities exchange, notational market
system or automated quotation system, but are regularly quoted by a recognized
securities dealer, its Fair Market Value shall be the closing sales price for
such shares as quoted by such securities dealer on the date of determination,
but if selling prices are not reported, the Fair Market Value of a Share shall
be the mean between the high bid and low asked prices for the Shares on the date
of determination (or, if no such prices were reported on that date, on the last
date such prices were reported), as reported in The Wall Street Journal or
such other source as the Committee deems reliable; or

     

    (c) In the
absence of an established market for the Shares of the type described in (a) and
(b), above, the Fair Market Value thereof shall be determined by the Committee
in good faith and in its discretion by reference to (i) the placing price of the
latest private placement of the Shares and the development of the Company’s
business operations and the general economic and market conditions since such
latest private placement, (ii) other third party transactions involving the
Shares and the development of the Company’s business operation and the general
economic and market conditions since such sale, (iii) an independent valuation
of the Shares, or (iv) such other methodologies or information as the Committee
determines to be indicative of Fair Market Value, relevant.

     

    2.20  “Holder” shall mean a person who has been
granted an Award.

     

    2.21 “Incentive
Option” shall mean an Option that is intended
to meet the applicable provisions of Section
422 of the Code.

     

    2.22  “Non-Employee
Director” shall mean a Director of the
Company who is not an
Employee.

     

    2.23 “Non-Qualified
Option” shall mean an Option that is not an
Incentive Option.

     

    2.24 Option” shall mean a right to purchase shares
of Shares at a specified exercise price, granted
under Article 5.  An Option shall be either a
Non-Qualified Option or an
Incentive Option; provided, however, that Options granted to Non-Employee
Directors and Consultants shall only be Non-Qualified
Options.

     

    
      
        
        

      

      
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    2.25 “Parent” means a parent corporation under
Section 424(e) of the Code.

     

    2.26 “Plan” shall mean this 2010 Share Incentive Plan, as it may be amended or
restated from time to time.

     

    2.27 “Related
Entity” means any business, corporation,
partnership, limited liability company or other entity in which the Company, a
Parent or Subsidiary of the Company holds a substantial economic interest, directly or
indirectly, through
ownership or contractual arrangement, but which is not a Subsidiary and which
the Board designates as a Related Entity for purposes of the
Plan.

     

    2.28 “Restricted
Share” shall mean Shares awarded under Article 6 that are subject to certain restrictions and may
be subject to risk of forfeiture or repurchase.

     

    2.29 “Restricted
Share
Units” shall mean the right to receive
Shares awarded under Section 7.4.

     

    2.30 “Securities
Act” shall mean the Securities Act of 1933,
as amended.

     

    2.31 “Service
Recipient” means the Company, any Parent or
Subsidiary of the Company and any Related Entity to which a Holder provides services as an Employee,
Consultant or as a Director.

     

    2.32 “Share” means an ordinary share of the Company, and such other
securities of the Company
that may be substituted for Shares pursuant to Article 12.

     

    2.33 “Share
Appreciation Right” shall mean a share appreciation right granted under
Article 8.

     

    2.34 “Share
Payment” shall mean (a) a payment in the form of
Shares, or (b) an option or other
right to purchase
Shares, as part of a bonus, deferred
compensation or other arrangement, awarded under Section 7.2.

     

    2.35 “Subsidiary” means any entity (other than the
Company), whether domestic or foreign, in an unbroken chain of entities
beginning with the Company
if each of the entities other than the last entity in the unbroken chain
beneficially owns, at the time of the determination, securities or interests
representing more than fifty percent (50%) of the total combined voting power of
all classes of securities or interests in one of the other
entities in such chain.

     

    2.36 “Substitute
Award” shall mean an Award granted under the
Plan upon the assumption of, or in substitution for, outstanding equity awards
previously granted by a company or other entity in connection with a corporate transaction, such as
a merger, combination, consolidation or acquisition of property or securities; provided, however, that in no event shall the term
“Substitute
Award” be construed to
refer to an award made in connection with the cancellation and repricing of an Option or
Share Appreciation Right.

     

    2.37 “Termination
of Service” shall mean,

     

    
      
        
        

      

      
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    (a)  As to a Consultant, the
time when the engagement of a Holder as a Consultant to a Service Recipient is terminated for any reason, with or
without cause, including,
without limitation, by resignation, discharge, death or retirement, but
excluding terminations where the Consultant simultaneously commences or remains in employment or service with the
Company, any Subsidiary or any Related Entity.

     

    (b) As to
a Non-Employee Director, the time when a Holder who is a Non-Employee Director
ceases to be a Director for any reason, including, without limitation, a
termination by resignation, failure to be elected, death or retirement, but
excluding terminations where the Holder simultaneously commences or remains in
employment or service with the Company, any Subsidiary or any Related
Entity.

     

    (c) As to
an Employee, the time when the employee-employer relationship between a Holder
and the Service Recipient is terminated for any reason, including, without
limitation, a termination by resignation, discharge, death, disability or
retirement; but excluding terminations where the Holder simultaneously commences
or remains in employment or service with the Company, any Subsidiary or any
Related Entity.

     

    2.38           The Administrator, in its
sole discretion, shall
determine the effect of all matters and questions relating to Terminations of
Service, including, without limitation, the question of whether a Termination of
Service resulted from a
discharge for cause and all questions of whether particular leaves of absence
constitute a Termination of Service; provided, however, that, with respect to Incentive Options, unless the Administrator otherwise
provides in the terms of the Award Agreement or otherwise, a leave of
absence, change in status from an employee to an independent contractor or other
change in the employee-employer relationship shall constitute a Termination of
Service only if, and to the extent that, such leave of absence, change in status or other change
interrupts employment for the purposes of Section 422(a)(2) of the Code and the
then applicable regulations and revenue rulings under said
Section.   For purposes of the Plan, a
Holder’s employee-employer
relationship or consultancy
relations shall be deemed to be terminated in the event that the Subsidiary
or Related Entity
employing or contracting
with such Holder ceases to remain a Subsidiary or Related Entity following any merger, sale of securities or other corporate transaction or event (including,
without limitation, a spin-off).

     

    2.39           “Trading
Date” means the closing of the first sale to
the general public of the Shares pursuant to an effective registration statement
under Applicable Laws, which results in the Shares being publicly traded on one or
more established stock exchanges or national market
systems.

     

    


     

    ARTICLE 3.


     

    SHARES SUBJECT TO THE
PLAN

     

    3.1 Number of
Shares.

     

    
      
        
        

      

      
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    (a) Subject to Section 3.1(b) and Section 12.1, the aggregate number of Shares which may be issued or
transferred pursuant to
Awards under the Plan is 3,000,000 Shares.

     

    (b) To the extent that an Award terminates,
expires, or lapses for any reason, or is settled in cash and not Shares, then
any Shares subject to the Award shall again be available for the grant of an
Award pursuant to the
Plan.  Shares delivered by the Holder or withheld by the Company upon the
exercise of any Award under the Plan, in payment of the exercise price thereof
or tax withholding thereon, may again be optioned, granted or awarded hereunder,
subject to the limitations
of Section 3.1(a).  If any Shares forfeited by the Holder or repurchased by the Company at the
same or lesser price than paid by the Holder so that the Shares are again
returned to the Company, may again be optioned, granted or awarded hereunder, subject to the limitations
of Section 3.1(a).  To the extent permitted by Applicable Laws, Shares issued in assumption of, or in
substitution for, any outstanding awards of any entity acquired in any form of
combination by the Company,
any Parent, any Subsidiary or any Related Entity shall not be counted against
Shares available for grant pursuant to the
Plan.  The payment of Dividend Equivalents in cash in conjunction with
any outstanding Awards
shall not be counted against the Shares available for issuance under the
Plan.  Notwithstanding the provisions of this Section 3.1(b),
no Shares may again be optioned, granted or
awarded if such action would cause an Incentive Option to fail to qualify as an
incentive stock option under Section 422 of the Code.

     

    3.2 Share
Distributed.  Any
Shares distributed pursuant to an Award may
consist, in whole or in part, of authorized and unissued Shares or Shares purchased on the open
market.  Additionally, in the
discretion of the Committee, American Depository Shares in an amount equal to the number of
Shares which otherwise would be distributed pursuant to an Award may be
distributed in lieu of Shares in settlement of any Award.  If the
number of Shares represented by an American Depository Share is other than
on a one-to-one basis, the limitations of
Section 3.1 shall be adjusted to reflect the distribution of American Depository
Shares in lieu of Shares.

     

    ARTICLE 4.

     

    GRANTING OF AWARDS

     

    4.1 Participation.  The Administrator may, from time to time,
select from among all Eligible Individuals, those to whom an Award shall be granted and shall
determine the nature and amount of each Award, which shall not be inconsistent with
the requirements of the Plan.  No Eligible Individual shall have any
right to be granted an Award pursuant to the Plan.

     

    4.2 Award
Agreement.  Each Award shall be evidenced by an Award
Agreement.  Award Agreements evidencing Incentive Options shall
contain such terms and conditions as may be necessary to meet the applicable
provisions of Section 422 of the Code.

     

    4.3 Jurisdictions. Notwithstanding any provision of the
Plan to the contrary, in order to comply with the laws in the jurisdictions in which the Service Recipients operate or have Employees, Non-Employee Directors or
Consultants, or in order to
comply with the requirements of any securities exchange, the Administrator, in its sole discretion, shall have the power and
authority to: (a) determine which Subsidiaries and Related Entities shall be covered by the Plan; (b)
determine which Eligible
Individuals are
eligible to participate in
the Plan; (c) modify the terms and conditions of any Award granted to
Eligible
Individuals to comply with
Applicable Laws; (d) establish subplans and modify
exercise procedures and other terms and procedures, to the extent such actions
may be necessary or
advisable (any such subplans and/or modifications shall be attached to the Plan
as appendices); provided, however, that no such subplans and/or
modifications shall increase the share limitations contained in Section
3.1; and (e) take any action, before or after an Award is
made, that it deems advisable to obtain approval or comply with any necessary
local governmental regulatory exemptions or approvals or listing requirements of
any such securities exchange.  Notwithstanding
the foregoing, the
Administrator may not take any actions hereunder, and no Awards shall be
granted, that would violate any Applicable Laws.

     

    
      
        
        

      

      
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    4.4 Stand-Alone
and Tandem Awards.  Awards granted pursuant to
the Plan may, in the sole
discretion of the
Administrator, be granted
either alone, in addition to, or in tandem with, any other Award granted
pursuant to the Plan.  Awards granted in addition to or in tandem with
other Awards may be granted either at the same time as or at a different time
from the grant of such other Awards.

     

    ARTICLE 5.

     

    OPTIONS

     

    5.1 General.  The Committee is authorized
to grant Options to Eligible Individuals on the following terms and
conditions:

     

    (a) Exercise
Price.  The
exercise price per Share subject to an Option shall be determined by the
Administrator and set forth in the Award Agreement which may be a
fixed or variable price related to the Fair Market Value of the Shares;
provided, however, that no Option may be granted to an
individual subject to taxation in the United States at less than the Fair Market
Value on the date of grant,
without compliance with Section 409A of the Code, or the Holder’s consent.  The exercise price per Share subject to
an Option may be amended or adjusted in the absolute discretion of the
Administrator, the determination of which shall be final, binding and
conclusive.  For the avoidance of doubt, to the extent not prohibited
by Applicable Laws (including any applicable exchange rule), a downward
adjustment of the exercise prices of Options mentioned in the preceding sentence
shall be effective without the approval of the
Company’s shareholders or the approval of the
affected
Holders.

     

    (b) Vesting. The period during which the right to
exercise, in whole or in part, an Option vests in the Holder shall be set by the
Administrator and the Administrator may determine that an Option may not
be exercised in whole or in part for a specified period after it is
granted.  Such vesting may be based on
service with the Service Recipient or any other criteria selected by the
Administrator.  At any time after grant of an Option, the Administrator
may, in its sole discretion and subject to whatever terms and conditions it
selects, accelerate the period during which an Option vests.  No
portion of an Option which is unexercisable at a Holder’s Termination of Service shall thereafter become exercisable,
except as may be otherwise provided by the Administrator either in the Award
Agreement or by action of the Administrator following the grant of the
Option.

     

    
      
        
        

      

      
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    (c) Time and
Conditions of Exercise.  The Administrator shall
determine the time or times
at which an Option may be exercised in whole or in part, including exercise
prior to vesting and that a
partial exercise must be with respect to a minimum number of
shares.  The
Administrator shall also determine any conditions, if any, that must be satisfied before all
or part of an Option may be exercised.

     

    (d) Partial
Exercise.  An exercisable Option may be
exercised in whole or in part.  However, an Option shall not be
exercisable with respect to fractional shares and the Administrator may require that, by the terms of
the Option, a partial exercise must be with respect to a minimum number of
shares.

     

    (e) Manner of
Exercise.  All or a portion of an
exercisable Option shall be deemed exercised upon delivery of all of the
following to the Secretary
of the Company, or such other person or entity designated by the Administrator,
or his, her or its office, as applicable:

     

    (i) A written or electronic notice complying
with the applicable rules established by the Administrator stating that the
Option, or a portion
thereof, is exercised.  The notice shall be signed by the Holder or
other person then entitled to exercise the Option or such portion of the
Option;

     

    (ii) Such representations and documents as
the Administrator, in its sole discretion, deems necessary or advisable to effect compliance
with all Applicable Laws or regulations, and the rules of any securities
exchange or automated quotation system on which the Shares are listed, quoted or
traded.  The Administrator may, in its sole discretion, also
take whatever additional actions it deems
appropriate to effect such compliance including, without limitation, placing
legends on share certificates and issuing stop-transfer notices to agents and
registrars;

     

    (iii) In the event that the Option shall be
exercised pursuant to
Section 9.3 by any person or persons other than
the Holder, appropriate proof of the right of such person or persons to exercise
the Option, as determined in the sole discretion of the Administrator;
and

     

    (iv) Full payment of the exercise price and
applicable withholding
taxes to share administrator of the Company for the
Shares with respect to which the Option, or portion thereof, is exercised, in a manner permitted by
Section 9.1 and 9.2.

     

    (f) Term.  The term of any Option
granted under the Plan shall not exceed ten years.  Except as
limited by the requirements of Section 409A or Section 422 of the Code and
regulations and rulings thereunder, the Administrator may extend the term of any
outstanding Option, and may extend the time period during which
vested Options may be exercised, in connection
with any Termination of Service of the Holder, and may amend any other term or
condition of such Option relating to such a Termination of
Service.

     

    
      
        
        

      

      
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    (g) Evidence of
Grant.  All
Options shall be evidenced by an Award Agreement between the Company and the
Holder.  The Award Agreement shall
include such additional provisions as may be specified by the
Committee.

     

    5.2 Incentive
Options.  Incentive Options may be
granted to Employees of the Company, a Parent or Subsidiary of the
Company.  Incentive Options may not be granted to Employees of a
Related Entity or to Non-Employee Directors or Consultants.  The terms
of any Incentive Options granted pursuant to the Plan, in addition to the
requirements of Section 5.1, must comply with the following additional provisions of
this Section 5.2:

     

    (a) Expiration
of Option.  An
Incentive Option may not be exercised to any extent by anyone after the first to
occur of the following events:

     

    (i) Ten years from the date it is granted,
unless an earlier time is
set in the Award Agreement;

     

    (ii) Three months after the Holder’s Termination of Service as an Employee
(save in the case of termination on account of Disability or death);
and

     

    (iii) One year after the date of the
Holder’s Termination of Service on account of
Disability or
death.  Upon the Holder’s Disability or death, any Incentive
Options exercisable at the Holder’s Disability or death may be exercised
by the Holder’s legal representative or
representatives, by the person or persons entitled to do so pursuant to
the Holder’s last will and testament, or, if the
Holder fails to make testamentary disposition
of such Incentive Option or dies intestate, by the person or persons entitled to
receive the Incentive Option pursuant to the applicable laws of descent and
distribution as determined
under Applicable Laws.

     

    (b) Individual
Dollar Limitation.  The aggregate Fair Market Value
(determined as of the time the Option is granted) of all Shares with respect to
which Incentive Options are first exercisable by a Holder in any calendar year may not exceed US$100,000 or such other limitation as
imposed by Section 422(d) of the Code, or any successor
provision.  To
the extent that Incentive Options are first exercisable by a Holder in excess of such limitation, the
excess shall be considered
Non-Qualified Options.

     

    (c) Ten Percent
Owners.  An
Incentive Option shall be granted to any individual who, at the date of grant,
owns Shares possessing more than ten percent of the total combined voting power
of all classes of shares of the Company only if such Option is granted at a price
that is not less than 110% of Fair Market Value on the date of grant and the
Option is exercisable for no more than five years from the date of
grant.

     

    (d) Transfer
Restriction.  The
Holder shall give the Company prompt
notice of any disposition
of Shares acquired by exercise of an Incentive Option within (i) two years from the date of
grant of such Incentive Option or (ii) one year after the transfer of such
Shares to the Holder.

     

    (e) Expiration
of Incentive
Options.  No Award of an Incentive Option may be made
pursuant to this Plan after the tenth anniversary of the Effective
Date.

     

    
      
        
        

      

      
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    (f) Right to
Exercise.  During
a Holder’s lifetime, an Incentive Option may be exercised only by the
Holder.

     

    5.3 Substitute
Awards.  Notwithstanding the
foregoing provisions of
this Article 5 to the contrary, in the case of an
Option that is a Substitute Award, the price per share of the shares subject to
such Option may be less than the Fair Market Value per share on the date of
grant, provided, that the excess of:  (a) the aggregate
Fair Market Value (as of the date such Substitute Award is granted) of the
shares subject to the Substitute Award, over (b) the aggregate exercise price
thereof does not exceed the excess of:  (x) the aggregate fair market
value (as of the time immediately preceding
the transaction giving rise to the Substitute Award, such fair market value to
be determined by the Administrator) of the shares of the predecessor entity that
were subject to the grant assumed or substituted for by the Company, over (y) the aggregate
exercise price of such shares.

     

    5.4 Substitution
of Share
Appreciation Rights.  The Administrator may
provide in the Award Agreement evidencing the grant of an Option that
the Administrator, in its
sole discretion, shall
have the right to
substitute a Share Appreciation Right for such Option at
any time prior to or upon exercise of such Option; provided, that such Share Appreciation Right shall be exercisable
with respect to the same number of shares of Shares for which such substituted Option would have been
exercisable.

     

    ARTICLE 6.


     

    AWARD OF RESTRICTED SHARES

     

    6.1 Award of
Restricted Share.

     

    (a) The Administrator is authorized to grant
Restricted Share to Eligible Individuals, and shall
determine the amount of,
and the terms and
conditions, including the
restrictions applicable to each award of Restricted Share, which terms and conditions shall not
be inconsistent with the Plan, and may impose such conditions on the issuance of
such Restricted Share as it deems
appropriate.

     

    (b) The Administrator shall establish the purchase price, if any,
and form of payment for Restricted Share, provided, however, that such purchase price shall be no
less than the par value of the Shares to be purchased, unless otherwise
permitted by Applicable Laws.  In all cases,
legal consideration shall
be required for each issuance of Restricted Share.

     

    6.2 Rights as
Shareholders.  Subject to Section
6.4, upon issuance of Restricted
Share, the Holder shall have, unless
otherwise provided by the Administrator, all the rights of a shareholder with respect to said shares,
subject to the restrictions in his or her Award Agreement, including the right
to receive all dividends and other distributions paid or made with respect to
the shares; provided, however, that, in the sole discretion of
the Administrator, any
extraordinary distributions with respect to the Shares shall be subject to the restrictions
set forth in Section 6.3.

     

    6.3 Restrictions.  All shares of Restricted Share (including any shares received by
Holders thereof with respect to shares of Restricted Share as a result of share dividends, share splits or any other form of
recapitalization) shall, in the terms of each individual Award Agreement, be
subject to such restrictions and vesting requirements as the Administrator shall
provide. Such restrictions
may include, without limitation, restrictions concerning voting rights and
transferability and such restrictions may lapse separately or in combination at such
times and pursuant to such
circumstances or based on
such criteria as selected
by the Administrator, including, without limitation, criteria based on the
Holder’s duration of employment, directorship
or consultancy with the
Service Recipient, or other
criteria selected by the Administrator.  By action taken after the
Restricted Share is issued, the Administrator may, on
such terms and conditions as it may determine to be appropriate, accelerate the
vesting of such Restricted Share by removing any or all of the
restrictions imposed by the terms of the Award Agreement.  Restricted
Share may not be sold or encumbered until all
restrictions are terminated or expire.

     

    
      
        
        

      

      
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    6.4 Repurchase
or Forfeiture of Restricted Share.  If no price was paid by the
Holder for the Restricted Share, upon a Termination of Service the
Holder’s rights in unvested Restricted Share then subject to restrictions shall
lapse, and such Restricted Share shall be surrendered to the Company and
cancelled without consideration. If a purchase price was paid by the Holder for the
Restricted Share, upon a Termination of Service
the Company shall have the
right to repurchase from the Holder the unvested Restricted Share then subject to restrictions
at a cash price per share
equal to the price paid by the Holder for such Restricted Share or such other amount as may be
specified in the Award
Agreement  The Administrator in its sole discretion may provide that
in the event of certain events the Holder’s rights in unvested Restricted
Share shall not lapse, such Restricted
Share shall vest and shall be non-forfeitable,
and if applicable,
the Company shall
not have a right of
repurchase.

     

    6.5 Certificates
for Restricted Share.  Restricted Share granted pursuant to the Plan may be
evidenced in such manner as the Administrator shall
determine.  Certificates or book entries evidencing shares of
Restricted Share must include an appropriate legend
referring to the terms, conditions, and restrictions applicable to such
Restricted Share, and the Company may, in it sole discretion, retain physical possession of any
share certificate until such time as
all applicable restrictions
lapse.

     

    ARTICLE
7.  

     

    AWARD OF DIVIDEND EQUIVALENTS, DEFERRED SHARE,
SHARE PAYMENTS, RESTRICTED SHARE UNITS

     

    7.1 Dividend
Equivalents.

     

    (a) Dividend Equivalents may be granted by
the Administrator based on dividends declared on the Shares, to be credited as of dividend payment dates during the
period between the date an Award is granted to a Holder and the date such Award
vests, is exercised, is distributed or expires, as determined by the
Administrator.  Such Dividend Equivalents shall be converted to
cash or additional shares of Shares by such formula and at such time and
subject to such limitations as may be determined by the
Administrator.

     

    
      
        
        

      

      
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    7.2 Share
Payments.  The Administrator is
authorized to make Share Payments to any Eligible
Individual.  The number or value of shares of any Share Payment shall be determined by the
Administrator and may be based upon any other criteria, including service to
the Service
Recipients, determined by
the Administrator.  Share Payments may, but are not required to
be made in lieu of base
salary, bonus, fees or other cash compensation otherwise payable to such
Eligible Individual.

     

    7.3 Deferred
Share.  The Administrator is
authorized to grant Deferred Share to any Eligible
Individual.  The number of shares of Deferred Share shall be determined by the Administrator and may
be based on any
specific criteria,
including service to the
Service Recipients, as the
Administrator determines, in each case on a specified date or dates or over any
period or periods determined by the Administrator.  Shares underlying a Deferred Share award will not be issued until the
Deferred Share award has vested, pursuant to a vesting
schedule or other conditions or criteria set by the
Administrator.  Unless otherwise provided by the Administrator, a
Holder of Deferred
Share shall have no rights as a Company
shareholder with respect to such Deferred
Share until such time as the Award has vested
and the Shares underlying the Award has been issued to
the Holder.

     

    7.4 Restricted
Share
Units.  The
Administrator is authorized
to grant Restricted Share Units to any Eligible
Individual.  The number and terms and conditions of Restricted
Share Units shall be determined by the
Administrator.  The Administrator shall specify the date or dates on
which the Restricted Share Units shall become fully vested and
nonforfeitable, and may specify such conditions to vesting as it deems
appropriate, including service to the Service Recipients, in each case on a specified date or
dates or over any period or periods, as the Administrator determines,.  The Administrator
shall specify, or permit the Holder to elect, the conditions and dates upon
which the shares of Shares underlying the Restricted Share Units which shall be issued, which
dates shall not be earlier than the date as of which the Restricted Share Units vest and become nonforfeitable
and which conditions and dates shall be subject to compliance with Section 409A
of the Code, to the extent
applicable to the Holder.  Restricted Share Units may be paid in
cash, Shares or both, as Determined by the
Administrator.  On the distribution dates, the Company
shall issue to the Holder one unrestricted, fully transferable Shares (or the Fair Market Value of one such
Share in cash) for each
vested and nonforfeitable Restricted Share Unit and such Shares shall be credited as fully
paid.

     

    7.5 Term.  The term of a Dividend
Equivalent award, Deferred Share award, Share Payment award and/or Restricted
Share Unit award shall be set by the
Administrator in its sole discretion.

     

    7.6 Exercise or
Purchase Price.  The Administrator may establish the
exercise or purchase price of shares of Deferred Share, shares distributed as
a  Share Payment award or shares distributed
pursuant to a Restricted Share Unit award; provided, however, that value of the consideration
shall not be less than the
par value of a share of Shares, unless otherwise permitted by
Applicable Laws.

     

    7.7 Exercise
upon Termination of Service.  A Dividend Equivalent award,
Deferred Share award,  Share Payment award and/or Restricted
Share Unit award is exercisable or distributable only while the
Holder is an Employee, Director or Consultant, as applicable.  The
Administrator, however, in its sole discretion may provide that the Dividend
Equivalent award, Deferred Share award, Share Payment award and/or
Restricted Share Unit award may be exercised or
distributed subsequent to a Termination of Service in certain events.

     

    
      
        
        

      

      
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    ARTICLE 8.

     

    AWARD OF SHARE APPRECIATION RIGHTS

     

    8.1 Grant of
Share
Appreciation Rights.

     

    (a) The Administrator is authorized to grant
Share Appreciation Rights to Eligible Individuals from time to time, in
its sole discretion, on such terms and conditions as it may determine consistent
with the Plan.

     

    (b) A Share Appreciation Right shall entitle the
Holder (or other person entitled to exercise the Share Appreciation Right pursuant to the Plan) to exercise all or
a specified portion of the Share Appreciation Right (to the extent then
exercisable pursuant to its terms) and to receive from the Company an amount
determined by multiplying the difference obtained by subtracting the exercise price per share of the
Share Appreciation Right from the Share Value
on the date of exercise of the Share Appreciation Right by the number of
shares of Shares with respect to which the Share Appreciation Right shall have been
exercised, subject to any
limitations the Administrator may impose.

     

    (c) The exercise price per Share subject to
an Share Appreciation Right shall be determined by the Administrator and set
forth in the Award Agreement which may be a fixed or variable price related to
the Fair Market Value of
the Shares; provided, however, that no Share Appreciation Right may
be granted to an individual subject to taxation in the United States at less
than the Fair Market Value on the date of grant, without compliance with Section
409A of the Code, or the
Holder’s consent.  The exercise price per Share subject to
a Share Appreciation Right may be amended or adjusted in the absolute discretion
of the Administrator, the determination of which shall be final, binding and
conclusive.  For the avoidance of doubt, to the extent not
prohibited by Applicable Laws (including any applicable securities exchange
rule), a downward adjustment of the exercise prices of Share Appreciation Rights
mentioned in the preceding sentence shall be effective without the approval of the Company’s shareholders or the approval of the affected
Holders.

     

    (d) In the case of an Share Appreciation Right that is a Substitute
Award, the price per share of the shares subject to such Share Appreciation Right may be less than the
Fair Market Value per share
on the date of grant, provided, that the excess of:  (a) the
aggregate Fair Market Value (as of the date such Substitute Award is granted) of
the shares subject to the Substitute Award, over (b) the aggregate exercise
price thereof does not
exceed the excess of:  (x) the aggregate fair market value (as of the
time immediately preceding the transaction giving rise to the Substitute Award,
such fair market value to be determined by the Administrator) of the shares of
the predecessor entity that were subject to the grant assumed or
substituted for by the Company, over (y) the aggregate exercise price of such
shares.

     

    8.2 Share
Appreciation Right Vesting.

     

    
      
        
        

      

      
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    (a) The period during which the right to
exercise, in whole or in part, a Share Appreciation Right vests in the Holder shall be set by the
Administrator and the Administrator may determine that a Share Appreciation Right may not be exercised
in whole or in part for a specified period after it is granted.  Such
vesting may be based on service with the Service Recipients, or any other criteria selected by the
Administrator.  At any time after grant of a Share Appreciation Right, the Administrator
may, in its sole discretion and subject to whatever terms and conditions it
selects, accelerate the period during which a Share Appreciation Right
vests.

     

    (b) No portion of a Share Appreciation Right which is
unexercisable at Termination of Service shall thereafter become exercisable,
except as may be otherwise provided by the Administrator either in the Award
Agreement or by action of
the Administrator following the grant of the Share Appreciation Right.

     

    8.3 Manner of
Exercise.  All or a portion of an
exercisable Share Appreciation Right shall be deemed
exercised upon delivery of all of the following to the share administrator of the Company, or such other person or
entity designated by the Administrator, or his, her or its office, as
applicable:

     

    (a) A written or electronic notice complying with the applicable
rules established by the Administrator stating that the Share Appreciation Right, or a portion thereof, is
exercised.  The notice shall be signed by the Holder or other person
then entitled to exercise the Share Appreciation Right or such portion of
the Share Appreciation Right;

     

    (b) Such representations and documents as
the Administrator, in its
sole discretion, deems necessary or advisable to effect compliance with all
applicable provisions of the Securities Act and any other federal, state or
foreign securities laws or regulations.  The Administrator may, in its
sole discretion, also take whatever additional actions
it deems appropriate to effect such compliance; and

     

    (c) In the event that the Share Appreciation Right shall be exercised
pursuant to this Section 8.3 by any person or persons other than
the Holder, appropriate proof of the right of such person or persons to
exercise the Share Appreciation Right, in the sole discretion of the
Administrator.

     

    8.4 Payment. Amounts payable upon exercise of a Share
Appreciation Right shall be
in cash, Shares (based on its Fair Market Value as
of the date
the  Share Appreciation Right is exercised), or a
combination of both, as determined by the Administrator.

     

    ARTICLE
9.                                

     

    ADDITIONAL TERMS OF
AWARDS

     

    9.1 Payment.  The Administrator shall
determine the methods by which payments by any Holder with respect to any Awards granted under the Plan shall be
made, including, without limitation: (a) cash or check, (b) Shares (including, in the case of payment of
the exercise price of an Award, Shares issuable pursuant to the exercise of
the Award) or Shares held for such period of time as may be required by the
Administrator in order to avoid adverse accounting consequences under Applicable Accounting
Standards, in each case,
having a Fair Market Value on the date of delivery equal to the aggregate payments
required, (c) following the Trading Date, delivery of a notice that the
Holder has placed a market sell order with a
broker with respect to Shares then issuable upon exercise or vesting
of an Award, and that the broker has been directed to pay a sufficient portion
of the net proceeds of the
sale to the Company in satisfaction of the aggregate payments required, provided, that payment of such proceeds is then
made to the Company upon settlement of such sale, or (d) other form of legal consideration acceptable to the Administrator.  The Administrator shall
also determine the methods by which Shares shall be delivered or deemed to be
delivered to Holders.  Notwithstanding any other
provision of the Plan to the contrary, no Holder shall be permitted to make payment with
respect to any Awards
granted under the Plan to
the extent prohibited by Applicable Laws.

     

    
      
        
        

      

      
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    9.2 Tax
Withholding. No Shares shall be delivered under the
Plan to any Holder until such Holder has made arrangements acceptable to the
Administrator for the satisfaction of any income, employment, social welfare or
other tax withholding obligations under Applicable Laws.  The Company, any Subsidiary or any Related Entity shall have the authority and the right
to deduct or withhold, or require a Holder to remit to the Company, an
amount sufficient to
satisfy federal, state, local and foreign taxes (including the
Holder’s employment, social welfare or other tax obligations) required by Applicable Laws to be withheld with respect to any
taxable event concerning a Holder arising as a result of the Plan.  The
Administrator may in its sole discretion and in satisfaction of the foregoing
requirement allow a Holder to elect to have the Company withhold Shares otherwise issuable under an Award (or
allow the surrender of Shares). The number of Shares which may be so withheld or surrendered
shall 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 tax purposes that are applicable to
such taxable income. The
Administrator shall
determine the Fair Market Value of the Shares, consistent with Applicable Laws, for tax withholding obligations due in
connection with a broker-assisted cashless Option or Share Appreciation Right exercise involving the sale of shares to
pay the Option or Share Appreciation Right exercise price or any tax withholding
obligation.

     

    9.3 Transferability
of Awards.

     

    (a) Except as otherwise provided in Section
9.3(b):

     

    (i) No Award under the Plan may be sold, pledged, assigned
or transferred in any manner other than by will or the laws of descent and
distribution or, subject to the consent of the Administrator, as required under applicable domestic
relations laws, unless and
until such Award has been
exercised, or the shares underlying such Award have been issued, and all
restrictions applicable to such shares have lapsed;

     

    (ii) No Award or interest or right therein shall be
liable for the debts, contracts or engagements of the Holder or his
successors in interest or
shall be subject to disposition by transfer, alienation, anticipation,
pledge,
hypothecation, encumbrance,
assignment or any other means whether such disposition be voluntary or
involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal
or equitable proceedings (including bankruptcy), and any attempted disposition
thereof shall be null and void and of no effect, except to the extent that such
disposition is permitted by the preceding sentence; and

     

    
      
        
        

      

      
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    (iii) During the lifetime of the Holder, only
the Holder may exercise an Award (or any portion
thereof) granted to him under the Plan, unless it has been disposed of pursuant
to applicable domestic
relations law; after the
death of the Holder, any exercisable portion of an Award may, prior to the time
when such portion becomes unexercisable under the Plan or the applicable Award
Agreement, be exercised by his personal representative or by any person
empowered to do so under the deceased Holder’s will or under the then Applicable Laws of descent and
distribution.

     

    (b) Notwithstanding Section 9.3(a), the Administrator, in its sole
discretion, may determine to permit a Holder to transfer an Award other than an Incentive
Option to certain persons or entities related to
the Holder, including but not limited to members
of the Holder’s family, charitable institutions, or
trusts or other entities whose beneficiaries or beneficial owners are members of
the Holder’s family and/or charitable institutions,
or to such other persons or
entities as may be expressly approved by the Committee, pursuant to such
conditions and procedures as the Administrator may establish,
including  the following conditions:  (i) an Award transferred shall not be assignable or
transferable other than by will or the laws of descent and distribution; (ii)
an Award transferred shall continue to be subject
to all the terms and conditions of the Award as applicable to the original Holder
(other than the ability to further transfer the Award); and (iii) the Holder and the permitted transferee shall execute any and all
documents requested by the Administrator, including, without limitation
documents to (A) confirm the status of the transferee as a permitted transferee, (B) satisfy any requirements
for an exemption for the
transfer under Applicable Laws and (C) evidence the
transfer.

     

    (c) Notwithstanding Section 9.3(a), a Holder may, in the manner
determined by the Administrator, designate a beneficiary to exercise the rights
of the Holder and to receive any distribution with respect to any Award upon the
Holder’s death.  A beneficiary, legal
guardian, legal representative, or other person claiming any rights pursuant to
the Plan is subject to all terms and conditions of the Plan and any Award
Agreement applicable to the Holder, except to the extent the Plan
and Award Agreement otherwise provide, and to any additional restrictions deemed
necessary or appropriate by the Administrator.  If the Holder is
married and resides in a community property jurisdiction, a designation of a person other than the Holder’s spouse as his or her beneficiary with
respect to more than 50% of the Holder’s interest in the Award shall not be
effective without the prior written or electronic consent of the Holder’s spouse.  If no beneficiary
has been designated or
survives the Holder, payment shall be made to the person
entitled thereto pursuant to the Holder’s will or the laws of descent and
distribution.  Subject to the foregoing, a beneficiary designation may
be changed or revoked by a Holder at any time provided the change or
revocation is filed with the Administrator prior to the Holder’s death.

     

    9.4 Conditions
to Issuance of Shares.

     

    (a) Notwithstanding anything herein to the
contrary, the Company shall not be required to issue or deliver any
certificates or make any
book entries evidencing Shares pursuant to the exercise of any Award,
unless and until the Board has determined, with advice of counsel, that the
issuance of such shares is in compliance with all Applicable Laws, regulations of
governmental authorities
and, if applicable, the requirements of any exchange on which the Shares are listed or traded, and the Shares are covered by an effective
registration statement or applicable exemption from registration.  In addition to the terms
and conditions provided
herein, the Board or
Committee may require that
a Holder make such reasonable covenants,
agreements, and representations as the Board or Committee , in its discretion, deems advisable in
order to comply with any such laws, regulations, or requirements.

     

    
      
        
        

      

      
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    (b) All Share certificates delivered pursuant to the
Plan and all shares issued pursuant to book entry procedures are subject to any
stop-transfer orders and other restrictions as the Administrator deems necessary
or advisable to comply with
all Applicable Laws, rules and
regulations.  The Administrator may place legends on any Shares certificate or book entry to reference
restrictions applicable to the Shares.

     

    (c) The Administrator shall have the right
to require any Holder to comply with any timing or
other restrictions with
respect to the settlement,
distribution or exercise of
any Award, including a window-period limitation, as may be imposed in the
sole discretion of the
Administrator.

     

    (d) No fractional Shares shall be issued and the Administrator
shall determine, in its
sole discretion, whether cash shall be given
in lieu of fractional shares or whether such fractional shares shall be
eliminated by rounding down.

     

    (e) Notwithstanding any other provision of
the Plan, unless otherwise determined by the Administrator or required by any Applicable Laws, rule or regulation, the Company shall
not deliver to any Holder certificates evidencing Shares issued in connection with any Award and
instead such Shares shall be recorded in the books of the
Company (or, as applicable,
its transfer agent or share
plan
administrator).

     

    9.5 Forfeiture
Provisions.  Pursuant to its general
authority to determine the terms and conditions applicable to Awards under the
Plan, the Administrator shall have the right to provide, in the terms of
Awards made under the Plan,
or to require a Holder to agree by separate written instrument,
that:  (a)(i) any proceeds, gains or other economic benefit actually
or constructively received by the Holder upon any receipt or exercise of the
Award, or upon the receipt or resale of any Shares underlying the Award, must be paid to
the Company, and (ii) the Award shall terminate and any unexercised portion of
the Award (whether or not vested) shall be forfeited, if (b)(i) a Termination of
Service occurs prior to a specified date, or within a specified
time period following receipt or exercise of the Award, or (ii) the Holder at
any time, or during a specified time period, engages in any activity in
competition with the Company, or which is inimical, contrary or harmful to the interests of the Company, as
further defined by the Administrator or (iii) the Holder incurs a Termination of
Service for “cause” (as such term is defined in the sole
discretion of the Administrator, or as set forth in a written agreement
relating to such Award between the Company and
the Holder).

     

    9.6 Applicable
Currency.  Unless
otherwise required by Applicable Laws, or as determined in the discretion of
the Administrator, all Awards shall be designated in U.S.
dollars.  A
Holder may be required to provide evidence that any currency used
to pay the exercise price of any Award were acquired and taken out of the
jurisdiction in which the Holder resides in accordance with Applicable Laws,
including foreign exchange control laws and regulations.  In the
event the exercise price for an Award is
paid in another foreign currency, as permitted by the Administrator, the amount
payable will be determined
by conversion from U.S. dollars at the exchange rate as selected by the
Administrator on the date of exercise.

     

    
      
        
        

      

      
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    ARTICLE 10.

     

    ADMINISTRATION

     

    10.1 Administrator.  The Compensation Committee
(or another committee or a subcommittee of the Board assuming the functions of
the Committee under the Plan) shall administer the Plan (except as otherwise
permitted herein) and shall consist of at least two or more Non-Employee Directors appointed by
and holding office at the pleasure of the Board, each of whom shall comply with Applicable Laws.  Except as may otherwise be
provided in any charter of the Committee, appointment of Committee
members shall be effective
upon acceptance of appointment.  Committee members may resign at any
time by delivering written or electronic notice to the
Board.  Vacancies in the Committee may only be filled by the
Board.  Notwithstanding the foregoing, (a) the full Board, acting by a majority of its
members in office, shall conduct the general administration of the Plan with
respect to Awards granted to Non-Employee Directors and (b) the Board or Committee may delegate its authority
hereunder to the extent permitted by Section 10.6.

     

    10.2 Duties and
Powers of Committee.  It shall be the duty of the
Committee to conduct the general administration of the Plan in accordance with
its provisions.  The Committee shall have the power to interpret the
Plan and the Award Agreement, and to adopt such rules for the
administration, interpretation and application of the Plan as are not inconsistent therewith, to interpret,
amend or revoke any such rules and to amend any Award Agreement provided that the rights or obligations
of the Holder of the Award that is the subject
of any such Award Agreement are not affected adversely by such amendment, unless the consent
of the Holder is obtained or such amendment is otherwise permitted under Section
11.3.  Any such grant or award
under the Plan need not be
the same with respect to each holder.  Any such interpretations and
rules with respect to Incentive Options shall be consistent with the provisions
of Section 422 of the Code.  In its sole discretion, the Board may at any time
and from time to time
exercise any and all rights and duties of the Committee under the Plan except
with respect to matters which under Applicable Laws are required to be determined in
the sole discretion of the
Committee.

     

    10.3 Action by
the Committee.  Unless otherwise
established by the Board or
in any charter of the Committee, a majority of the Committee shall constitute a
quorum and the acts of a majority of the members present at any meeting at which
a quorum is present, and acts approved in writing by all members of the Committee in lieu of a meeting, shall
be deemed the acts of the Committee.  Each member of the Committee is
entitled to, in good faith, rely or act upon any report or other information
furnished to that member by any officer or other employee of the
Company, any Subsidiary or any Related Entity, the Company’s independent certified public
accountants, or any executive compensation consultant or other professional
retained by the Company to assist in the administration of the
Plan.

     

    
      
        
        

      

      
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    10.4 Authority of
Administrator.  Subject to any specific
designation in the Plan, the Administrator has the exclusive power, authority
and sole discretion to:

     

    (a) Designate Eligible Individuals to receive Awards;

     

    (b) Determine the type or types of Awards to
be granted to each Eligible
Individual;

     

    (c) Determine the number of Awards to be
granted and the number of shares of Shares to which an Award will
relate;

     

    (d) Determine the terms and conditions of
any Award granted pursuant to the Plan, including, but not limited to, the
exercise price, grant price, or purchase price, any reload
provision, any restrictions or limitations on the Award, any schedule for
vesting, lapse of forfeiture restrictions or restrictions on the exercisability
of an Award, and accelerations or waivers thereof, and any provisions related to non-competition and recapture
of gain on an Award, based in each case on such considerations as the
Administrator in its sole
discretion determines;

     

    (e) Determine whether, to what extent, and
pursuant to what circumstances an Award may be settled in, or the exercise price of an Award may
be paid in cash, Shares, other Awards, or other property, or an
Award may be canceled, forfeited, or surrendered;

     

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

     

    (g) Decide all other matters that must be determined in
connection with an Award;

     

    (h) Establish, adopt, or revise any rules
and regulations as it may deem necessary or advisable to administer the
Plan;

     

    (i) Interpret the terms of, and any matter
arising pursuant to, the Plan or any Award Agreement; and

     

    (j) Make all other decisions and
determinations that may be required pursuant to the Plan or as the Administrator
deems necessary or advisable to administer the Plan.

     

    10.5 Decisions
Binding.  The
Administrator’s interpretation of the Plan,
any Awards granted pursuant
to the Plan, any Award Agreement and all decisions and determinations by
the Administrator with respect to the Plan are final, binding, and conclusive on
all parties.

     

    
      
        
        

      

      
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    10.6 Delegation
of Authority.  To
the extent permitted by Applicable Laws, the Board or Committee may from time
to time delegate to a committee of one or more members of the Board or one or
more officers of the Company the authority to grant or amend Awards or to take other administrative actions
pursuant to Article 10; provided,
however, that in no event
shall an officer be delegated the authority to grant awards to, or amend awards
held by, the following individuals:  (a) individuals who are subject
to Section 16 of the Exchange Act, or (b) officers of the Company (or
Directors) to whom
authority to grant or amend Awards has been delegated hereunder.  Any
delegation hereunder shall be subject to the restrictions and limits that the
Board or Committee specifies at the time of such delegation, and the Board may
at any time rescind the authority so delegated or
appoint a new delegatee.  At all times, the delegatee appointed under
this Section 10.6 shall serve in such capacity at the
pleasure of the Board and the Committee.

     

    ARTICLE 11.


     

    MISCELLANEOUS
PROVISIONS

     

    11.1 Effective
Date.  The Plan
has been adopted and
approved by the Board, subject to shareholder approval.  The Plan will
be effective as of the date it is approved by the Company’s shareholders (the “Effective
Date”).  The Plan will be deemed to
be approved by the shareholders if it receives the affirmative vote of a
majority (in excess of 50%) of the votes of the Shares entitled to vote and
present at a meeting duly held in accordance with the applicable provisions of
the Company’s Memorandum and Articles of Association.

     

    11.2 Expiration
Date.  The Plan will expire on, and no Award may be granted
pursuant to the Plan after, the tenth anniversary of the Effective
Date.  Any Awards that are outstanding on the tenth anniversary of the
Effective Date shall remain in force according to the terms of the Plan and the
applicable Award Agreement.

     

    11.3 Amendment,
Suspension or Termination of the Plan.  Except as otherwise provided in this
Section 11.3, at any time and from time to time, the
Administrator may terminate, amend or modify the Plan;
provided, however, that (a) to the extent necessary and
desirable to comply with Applicable Laws, or securities exchange rules, the
Company shall obtain shareholder approval of any Plan amendment in such a manner
and to such a degree as required, and (b) shareholder approval is required for any amendment
to the Plan that (i) increases the number of Shares available under the Plan
(other than any adjustment
as provided by Article 3),
(ii) permits the Administrator to extend the term of the Plan or the exercise
period for an Option or
Share Appreciation Right beyond ten years from the date of grant, or (iii)
results in a material increase in benefits or a change in eligibility
requirements.  Except as provided in the Plan or any Award
Agreement, no amendment,
suspension or termination
of the Plan shall, without the consent of the Holder, impair any rights or
obligations under any Award
theretofore granted or awarded.

     

    11.4 No
Shareholders
Rights.  Except
as otherwise provided herein, a Holder shall have none of the rights
of a shareholder with respect to shares of
Shares covered by any Award until the Holder becomes the record owner of such shares
of Shares.

     

    
      
        
        

      

      
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    11.5 Paperless
Administration.  In the event that the
Company establishes, for itself or using the services of a third
party, an automated system
for the documentation, granting or exercise of Awards, such as a system using an
internet website or interactive voice response, then the paperless
documentation, granting or exercise of Awards by a Holder may be permitted through the use of such an automated
system.

     

    11.6 Effect of
Plan upon Other Compensation Plans.  The adoption of the Plan
shall not affect any other compensation or incentive plans in effect for the
Company, any Subsidiary or any Related Entity.  Nothing in the Plan
shall be construed to limit
the right of the Company,
any Subsidiary or any Related Entity:  (a) to establish any
other forms of incentives or compensation for Employees, Directors or
Consultants of the Company,
any Subsidiary or any Related Entity, or (b) to grant or assume options or other rights
or awards otherwise than under the Plan in connection with any proper corporate
purpose including without limitation, the grant or assumption of options in
connection with the acquisition by purchase, lease, merger, consolidation or otherwise, of the
business, securities or assets of any corporation,
partnership, limited liability company, firm or association.

     

    11.7 Compliance
with Laws.  The Plan, the granting and
vesting of Awards under the Plan and the issuance and delivery of shares of Shares and the payment of money under the Plan
or under Awards granted or awarded hereunder are subject to compliance with all
Applicable Laws, rules and regulations (including but
not limited to securities law and 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.  Any
securities delivered under the Plan shall be subject to such restrictions,
and the person acquiring such securities
shall, if requested by the Company, provide such assurances and representations
to the Company as the Company may deem necessary or desirable to assure
compliance with all applicable legal
requirements.  To the extent permitted by Applicable Laws, the Plan and Awards granted or awarded
hereunder shall be deemed amended to the extent necessary to conform to such
laws, rules and regulations.

     

    11.8 Titles and
Headings, References to Sections of the Code or Exchange Act. The titles and headings of the Sections in
the Plan are for convenience of reference only and, in the event of any
conflict, the text of the Plan, rather than such titles or headings, shall
control. References to
sections of the Code or the Exchange Act shall include any amendment or successor
thereto.

     

    11.9 Governing
Law.  The Plan and any agreements
hereunder shall be administered, interpreted and enforced under the internal laws of the
Cayman Islands without regard to conflicts of laws
thereof.

     

    11.10 Section
409A.  To
the extent that the
Administrator determines that any Award granted under the Plan is subject to
Section 409A of the Code, the Award Agreement evidencing such Award shall
incorporate the terms and conditions required by Section 409A of the
Code.  To the extent applicable, the Plan and Award Agreements shall be
interpreted in accordance with Section 409A of the Code and Department of
Treasury regulations and other interpretive 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 following the Effective Date the Administrator
determines that any Award may be subject to Section 409A of the Code and
related Department of Treasury guidance
(including such Department of Treasury guidance as may be issued after the
Effective Date), the Administrator may adopt such amendments to the Plan and the
applicable Award Agreement or adopt other policies and procedures (including amendments, policies and
procedures with retroactive effect), or take any other actions, that the
Administrator determines are necessary or appropriate to (a) exempt the Award
from Section 409A of the Code and/or preserve the intended tax treatment of the benefits provided with
respect to the Award, or (b) comply with the requirements of Section 409A of the
Code and related Department of Treasury guidance and thereby avoid the
application of any penalty taxes under such Section.

     

    
      
        
        

      

      
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    11.11 No Rights
to
Awards.  No
Eligible
Individual or other person
shall have any claim to be granted any Award pursuant to the Plan, and neither
the Company nor the Administrator is obligated to treat Eligible Individuals, Holders or any other persons
uniformly.

     

    11.12 No
Right to
Employment or Services.  Nothing in the Plan or any
Award Agreement shall interfere with or limit in any way the right of the
Service Recipient to terminate any Holder’s employment or services at any time,
nor confer upon any Holder any right to continue in the employ or service of any
Service Recipient.

     

    11.13 Effect of
Plan upon Other Compensation Plans.  The adoption of the Plan
shall not affect any other compensation or incentive plans in effect for any
Service Recipient.  Nothing in the Plan shall be construed to limit the right of any Service
Recipient:  (a) to establish any other forms of incentives or
compensation for Employees, Directors or Consultants, or (b) to grant or
assume options or other rights or awards otherwise than under the Plan in
connection with any proper corporate purpose
including without limitation, the grant or assumption of options in connection
with the acquisition by purchase, lease, merger, consolidation or otherwise, of
the business, securities or assets of any corporation,
partnership, limited
liability company, firm or association.

     

    11.14 Unfunded
Status of Awards.  The Plan is intended to be
an “unfunded” plan for incentive
compensation.  With respect to any payments not yet made to a
Holder pursuant to an Award, nothing contained
in the Plan or any Award
Agreement shall give the Holder any rights that are greater than those
of a general creditor of the Company or any Subsidiary.

     

    11.15 Indemnification.  To the extent allowable
pursuant to Applicable Laws, each member of the Committee or of
the Board shall be
indemnified and held harmless by the Company from any loss, cost, liability, or
expense that may be imposed upon or reasonably incurred by such member in
connection with or resulting from any claim, action, suit, or proceeding to
which he or she may be a party or in which he
or she may be involved by reason of any action or failure to act pursuant to the
Plan and against and from any and all amounts paid by him or her in satisfaction
of judgment in such action, suit, or proceeding against him or her; provided he or she gives the Company an
opportunity, at its own expense, to handle and defend the same before he or she
undertakes to handle and defend it on his or her own behalf.  The
foregoing right of indemnification shall not be exclusive of any other rights of indemnification
to which such persons may be entitled pursuant to the Company’s Memorandum and Articles of Association, as a matter of law, or otherwise, or
any power that the Company may have to indemnify them or hold them
harmless.

     

    
      
        
        

      

      
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    11.16 Relationship
to other Benefits.  No payment pursuant to the
Plan shall be taken into account in determining any benefits under any pension, retirement, savings, profit
sharing, group insurance, welfare or other benefit plan of the
Company, any Subsidiary or any Related Entity except to the extent otherwise
expressly provided in writing in such other plan or an agreement
thereunder.

     

    11.17 Expenses.  The expenses of
administering the Plan shall be borne by the Company, its Subsidiaries and its Related Entities.

     

    ARTICLE 12.

     

    CHANGES
IN CAPITAL STRUCTURE

     

    12.1 Adjustments.  In the event of any
distribution, share split, combination or exchange of Shares, amalgamation,
arrangement or consolidation, reorganization of the Company, including the
Company becoming a subsidiary in a transaction not involving a Corporate
Transaction, spin-off, recapitalization or other distribution (other than normal
cash dividends) of Company assets to its shareholders, or any other change
affecting the Shares or the share price of a Share, the Administrator shall make such proportionate and
equitable adjustments, if any, to reflect such change with respect to (a) the
aggregate number and type of shares that may be issued under the Plan
(including, but not limited to, adjustments of the limitations in
Section 3.1 and substitutions of shares in a
parent or surviving company); (b) the terms and conditions of any outstanding
Awards (including, without limitation, any applicable performance targets or
criteria with respect thereto); and (c) the grant or exercise price per share for any outstanding
Awards under the Plan.  The form and manner of any such adjustments
shall be determined by the Administrator in its sole
discretion.

     

    12.2 Corporate
Transactions. Except as may otherwise be provided in
any Award Agreement or any
other written agreement entered into by and between the Company and a
Holder, if a Corporate Transaction occurs and
a Holder’s Awards are not converted, assumed, or
replaced by a successor as provided in Section 12.3, such Awards shall become
fully exercisable and all
forfeiture restrictions on
such Awards shall lapse.  Upon, or in anticipation of,
a Corporate Transaction, the Administrator may in its sole discretion provide
for (i) any and all Awards outstanding hereunder to terminate at a specific
time in the future and
shall give each Holder the right to exercise such Awards during a period of time
as the Administrator shall determine, (ii) either the purchase of any Award for
an amount of cash equal to the amount that could have been attained upon
the exercise of such Award or realization
of the Holder’s rights had such Award been currently
exercisable or payable or fully vested (and, for the avoidance of doubt, if as
of such date the Committee determines in good faith that no amount would have
been attained upon the exercise of such Award
or realization of the Holder’s rights, then such Award may be
terminated by the Company without payment), or (iii) the replacement of such
Award with other rights or property selected by the Administrator in its
sole discretion or the assumption of or
substitution of such Award by the successor or surviving corporation, or a
parent or subsidiary thereof, with appropriate adjustments as to the number and
kind of Shares and prices.

     

    
      
        
        

      

      
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    12.3 Assumption
of Awards – Corporate
Transactions.  In the event of a Corporate
Transaction, each Award may be assumed by the successor entity or Parent thereof
in connection with the Corporate Transaction.  Except as provided
otherwise in an individual Award Agreement, an Award will be
considered assumed if the
Award either is (x)  assumed by the successor entity or Parent thereof or
replaced with a comparable Award (as determined by the Administrator) with
respect to capital shares (or equivalent) of the successor entity or Parent
thereof or (y)  replaced with a cash incentive
program of the successor entity which preserves the compensation element of such Award
existing at the time of the Corporate Transaction and provides for subsequent
payout in accordance with the same vesting schedule applicable to such Award.  If an
Award is assumed in a Corporate Transaction, then such Award, the replacement
Award or the cash incentive program automatically shall become fully vested,
exercisable and payable and be released from any restrictions on
transfer (other than transfer restrictions
applicable to Options) and repurchase or forfeiture rights, immediately upon
termination of the Holder’s employment or service with all Service
Recipients within twelve (12) months of the Corporate Transaction without cause.

     

    12.4 Outstanding
Awards – Other
Changes.  In the
event of any other change in the capitalization of the Company or corporate
change other than those specifically referred to in this Article 12, the Committee may, in its absolute
discretion, make such adjustments in the number and class of shares
subject to Awards outstanding on the date on which such change occurs and in the
per share grant or exercise price of each Award as the Administrator may
consider appropriate to prevent dilution or enlargement of rights.

     

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

     

    
      
        
        

      

      
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