Exhibit 10.5
	 

	 
		 
	 

	 
		GREENLIGHT CAPITAL RE, LTD.
	 

	 
		AMENDED AND RESTATED
	 

	 
		2004 STOCK INCENTIVE PLAN
	 

	 
			
				
				  1.
				

			 	
				
				  Purposes.
				

			 

 

	 
		(a) Eligible Award Recipients. The
		persons eligible to receive Awards are the Employees, Directors and Consultants
		of the Company and its Affiliates.
	 

	 
		(b) Available Awards. The purpose of the Plan is to provide a means by
		which eligible Employees, Directors and Consultants may be given an opportunity
		to benefit from increases in value of the Shares through the granting of the
		following awards: (i) stock options, (ii) stock bonuses and (iii) restricted
		stock (collectively, “Awards”).
	 

	 
		(c) General Purpose. The Company, by means of the Plan, seeks to retain
		the services of the group of persons eligible to receive Awards, to secure and
		retain the services of new members of this group and to provide incentives for
		such persons to exert maximum efforts for the success of the Company and its
		Affiliates.
	 

	 
			
				
				  2.
				

			 	
				
				  Definitions.
				

			 

 

	 
		(a) “Affiliate” means any subsidiary of the Company or any
		entity selected by the Board to participate in this Plan.
	 

	 
		(b) “Agreement” means a written agreement between the Company
		and a Participant evidencing the terms and conditions of an individual Award.
		Each Award Agreement shall be subject to the terms and conditions of the Plan
		(and in the event of any inconsistency between the terms of an Agreement and
		the Plan, the terms of the Plan will override).
	 

	 
		(c) “Award”
		has the meaning set forth in Section 1(b) of the Plan.
	 

	 
		(d) “Board”
		means the board of directors of the Company.
	 

	 
		(e) “Cause”
		means, if the Participant is a party to an employment agreement or other
		agreement for services with the Company or its Affiliates and such agreement
		provides for a definition of Cause, the definition therein contained, or, if no
		such agreement or definition exists, it shall mean a Participant’s (i)
		material breach of any of such Participant’s covenants or obligations
		under any applicable employment agreement or agreement for services or
		non-compete agreement; (ii) continued failure after written notice from the
		Company or any applicable Affiliate to satisfactorily perform assigned job
		responsibilities or to follow the reasonable instructions of such
		Participant’s superiors, including, without limitation, the Board; (iii)
		commission of a crime constituting a criminal offense or felony (or its
		equivalent) under the laws of any jurisdiction in which the Company or any
		applicable Affiliate conducts its business or other crime involving moral
		turpitude; or (iv) material violation of any material law or regulation
		(including, without limitation, the Foreign Corrupt Practices Act or any
		similar non-U.S. statute) or any policy or code of conduct adopted by the
		Company or engaging in any other form of misconduct which, if it were made
		public, could reasonably be expected to adversely 
	 

	 
		 
	 

	 
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		affect the business reputation or affairs
		of the Company or of an Affiliate. The Board or Committee, in good faith, shall
		determine all matters and questions relating to whether a Participant has been
		discharged for Cause.
	 

	 
		(f) “Change in Control” means the occurrence of one of the following
		events:
	 

	 
		(i) any “person” or
		“group” becomes the “beneficial owner” (as such terms are
		used in Rule 13d-3 promulgated under the U.S. Securities Exchange Act of 1934,
		as amended, except that a person or group shall be deemed to have
		“beneficial ownership” of all securities that such person or group
		has the right to acquire, whether such right is exercisable immediately or only
		after the passage of time), directly or indirectly, of 51% or more of the
		Shares (measured by voting power rather than number of shares);
		provided, however, that an event described in this paragraph (i)
		shall not be deemed to be a Change in Control if any of following becomes such
		a beneficial owner: (A) any tax-qualified, broad-based employee benefit plan
		sponsored or maintained by the Company or any majority-owned subsidiary, (B)
		any Company underwriter temporarily holding securities pursuant to an offering
		of such securities, or (C) any person or group pursuant to a Non-Qualifying
		Transaction (as defined in paragraph (ii)); or
	 

	 
		(ii) the Company consolidates or merges
		with or into any other person or group or sells, assigns, conveys, transfers,
		leases or otherwise disposes of all or substantially all of its assets and the
		assets of the Company’s direct and indirect subsidiaries (on a
		consolidated basis) to any other person or group, in either one transaction or
		a series of related transactions which occur within six months, other than a
		consolidation or merger or disposition of assets: (A) of or by the Company into
		or to a 100% owned subsidiary of the Company, or (B) pursuant to a transaction
		in which the outstanding Shares are changed into or exchanged for securities or
		other property with the effect that the beneficial owners of the outstanding
		Shares immediately prior to such transaction, beneficially own, directly or
		indirectly, at least a majority of the Shares (measured by voting power rather
		than number of shares) of the surviving corporation or the person or group to
		whom the Company’s assets are transferred immediately following such
		transaction (any transaction which satisfies the criteria specified in (A) or
		(B) above shall be deemed to be a “Non-Qualifying
		Transaction”).
	 

	 
		(g) “Code”
		means the U.S. Internal Revenue Code of 1986, as amended, and the regulations
		promulgated thereunder.
	 

	 
		(h) “Committee” means the Board, unless and until a committee of
		one or more members of the Board is appointed by the Board in accordance with
		Section 3(c) of the Plan.
	 

	 
		(i) “Company”
		means Greenlight Capital Re, Ltd., its successors and assigns.
	 

	 
		(j) “Consultant” means any person, including an advisor, who is
		engaged by the Company or an Affiliate to render consulting or advisory
		services and who is not either an Employee or Director.
	 

	 
		(k) “Continuous Service” means that the Participant’s service with
		the Company or an Affiliate, whether as an Employee, Director or Consultant,
		has not been interrupted or terminated. The Participant’s Continuous
		Service shall not be deemed to have terminated merely
	 

	 
		 
	 

	 
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		because of a change in the capacity in
		which the Participant renders service to the Company or an Affiliate as an
		Employee, Consultant or Director or a change in the entity for which the
		Participant renders such service, provided that there is no interruption or
		termination of the Participant’s Continuous Service. For example, a change
		in status from an Employee of the Company to a Consultant of an Affiliate or a
		Director will not constitute an interruption of Continuous Service. The Board
		or the Committee, in its sole discretion, may determine whether Continuous
		Service shall be considered interrupted.
	 

	 
		(l) “Covered Employee” means the chief executive officer and the four
		(4) other highest compensated officers of the Company for whom total
		compensation is required to be reported to shareholders under the Exchange Act,
		as determined for purposes of Section 162(m) of the Code.
	 

	 
		(m) “Director”
		means a member of the Board or any member of the board of directors of any
		Affiliate.
	 

	 
		(n) “Disability” means, if the Participant is a party to an
		employment agreement or other agreement for services with the Company or its
		Affiliates and such agreement provides for a definition of Disability, the
		definition therein contained, or, if no such agreement or definition exists, it
		shall mean the failure of any Participant to perform his or her duties due to
		physical or mental incapacity as determined by the Committee.
	 

	 
		(o) “Effective Date” shall mean August 12, 2004.
	 

	 
		(p) “Employee”
		means any person employed by the Company or an Affiliate.
	 

	 
		(q) “Event”
		has the meaning set forth in Section 11(a) of the Plan.
	 

	 
		(r) “Exchange Act” means the U.S. Securities Exchange Act of 1934,
		as amended.
	 

	 
		(s) “Fair Market Value” per share as of a particular date shall mean the
		last reported sale price (on the day immediately preceding such date) of the
		Shares on any national securities exchange or national market system upon which
		price quotations for the Company’s Shares are regularly available;
		provided, however, that at any time that the Shares of the
		Company are not traded on a public exchange, Fair Market Value per share shall
		mean, as of any date, except as may otherwise be provided in an Award
		Agreement, the fair market value on such date as determined in good faith by
		the Board.
	 

	 
		(t) “Foreign Corrupt Practices Act” means the U.S. Foreign Corrupt Practices
		Act.
	 

	 
		(u) “Initial Public Offering” means the consummation of the first public
		offering of the Shares pursuant to a registration statement filed with, and
		declared effective by, the applicable regulatory and/or governing body.
	 

	 
		(v) “Non-Employee Director” means a Director who serves on the Board and who
		is a “non-employee director” within the meaning of Rule 16b-3 and who
		is also an “outside director” within the meaning of Section 162(m) of
		the Code.
	 

	 
		 
	 

	 
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		(w) “Officer”
		means a person who is an officer of the Company within the meaning of Section
		16 of the Exchange Act.
	 

	 
		(x) “Option”
		means a non-qualified stock option to purchase Shares which is not intended to
		be an “incentive stock option” within the meaning of Section 422 of
		the Code.
	 

	 
		(y) “Option Agreement” means a written agreement between the Company
		and an Optionee evidencing the terms and conditions of an individual Option
		grant. Option Agreements shall be subject to the terms and conditions of the
		Plan and need not be identical (and may include a term to the effect that, in
		the event of any inconsistency between the terms of an Option Agreement and the
		Plan, the terms of the Plan will prevail);
	 

	 
		(z) “Optionee”
		means a person holding an Option granted pursuant to the Plan.
	 

	 
		(aa) “Participant” means a person holding an Award granted pursuant
		to the Plan.
	 

	 
		(bb) “Plan”
		means the Greenlight Capital Re, Ltd. Amended and Restated 2004 Stock Incentive
		Plan.
	 

	 
		(cc) “Rule 16b-3” means Rule 16b-3 promulgated under the Exchange
		Act or any successor to Rule 16b-3, as in effect from time to time.
	 

	 
		(dd) “Sarbanes-Oxley Act of
		2002” means that certain U.S. federal legislation adopted on July 30,
		2002, as amended or supplemented from time to time, or any U.S. federal statute
		or regulation adopted by the U.S. Securities and Exchange Commission in effect
		that has replaced, amended or supplemented or will replace, amend or supplement
		such statute, and any reference in this Plan to a provision of the
		Sarbanes-Oxley Act of 2002 or a rule or regulation promulgated thereunder or in
		connection therewith means such provision, rule or regulation as amended or
		supplemented from time to time or any provision of a federal law, or any
		federal rule or regulation, from time to time in effect that has replaced such
		provision, rule or regulation.
	 

	 
		(ee) “SEC”
		means the U.S. Securities and Exchange Commission.
	 

	 
		(ff) “Securities Act” means the U.S. Securities Act of 1933, as
		amended.
	 

	 
		(gg) “Shares”
		means the Class A ordinary shares of the Company, $0.10 par value per
		share.
	 

	 
			
				
				  3.
				

			 	
				
				  Administration.
				

			 

 

	 
		(a) Administration. The Plan shall be administered by the Board and, if
		and when appointed, the Committee.
	 

	 
		(b) Powers of Committee. The Committee shall have the power, subject to, and
		within the limitations of, the express provisions of the Plan:
	 

	 
		(i) To determine from time to time which of
		the persons eligible under the Plan shall be granted Awards; when and how each
		Award shall be granted; what type or
	 

	 
		 
	 

	 
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		combination of types of Awards shall be
		granted; the provisions of each Award granted (which need not be identical),
		including the time or times when a person shall be permitted to receive Shares
		pursuant to an Award; and the number of Shares with respect to which an Award
		shall be granted to each such person.
	 

	 
		(ii) To construe and interpret the Plan and
		Awards granted under it, and to establish, amend and revoke rules and
		regulations for its administration. The Committee, in the exercise of this
		power, may correct any defect, omission or inconsistency in the Plan or in any
		Award Agreement, in a manner and to the extent it shall deem necessary or
		expedient to make the Plan fully effective, but it may not do so to the extent
		that such correction materially prejudices the recipients of any Awards. The
		Committee shall expressly have the authority to adopt any modifications,
		procedures and sub-plans as may be necessary or desirable to comply with
		provisions of the law of foreign countries in which the Company or its
		Affiliates may operate to assure the viability of the benefits from Awards
		granted to Participants employed or providing services in such countries and to
		meet the objectives of the Plan. If, in connection with the adoption of a
		sub-plan of the Plan, approval is required from any applicable agency of any
		other country or jurisdiction, the Committee shall have the authority to seek
		such approval and the adoption of the sub-plan shall be conditioned on such
		approval being obtained.
	 

	 
		(iii) Generally, to exercise such powers
		and to perform such acts as the Board deems necessary or expedient to promote
		the best interests of the Company which are not in conflict with the provisions
		of the Plan.
	 

	 
		(c) Delegation to Committee. The entire Board may comprise the Committee or the
		Board may delegate administration of the Plan to a Committee which, if required
		under applicable law, shall consist of two (2) or more Non-Employee Directors.
		In such event, the term “Committee” shall apply to any person or
		persons to whom such authority has been delegated. Furthermore, unless a
		Committee has been appointed by the Board, any reference to the Committee in
		the Plan shall mean the Board. If administration is delegated to a Committee,
		the Committee shall have, in connection with the administration of the Plan,
		the powers theretofore possessed by the Board (and references in this Plan to
		the Board shall thereafter be to the Committee) subject, however, to such
		resolutions, not inconsistent with the provisions of the Plan, as may be
		adopted from time to time by the Board. The Board may abolish the Committee at
		any time and re-vest in the Board the administration of the Plan. The Board may
		also (A) delegate to a committee of one or more members of the Board who are
		not “outside directors” within the meaning of Section 162(m) of the
		Code the authority to grant Awards to eligible persons who are either (1) not
		then Covered Employees and are not expected to be Covered Employees at the time
		of recognition of income resulting from such Award or (2) not persons with
		respect to whom the Company wishes to comply with Section 162(m) of the Code or
		(B) delegate to a committee of one or more members of the Board who are not
		“non-employee directors” within the meaning of Rule 16b-3 the
		authority to grant Awards to eligible persons who are not then subject to
		Section 16 of the Exchange Act.
	 

	 
		(d) Effect of Committee’s Decision. All determinations, interpretations and constructions
		made by the Committee in good faith shall not be subject to review by any
		person and shall be final, binding and conclusive on all persons. Members of
		the Committee and any officer or employee of the Company or any Affiliate
		acting at the direction of the Committee
	 

	 
		 
	 

	 
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		shall (as far as permitted by applicable
		law) not be personally liable for any action or determination taken or made in
		good faith with respect to the Plan, and shall, to the extent permitted by law,
		be fully indemnified by the Company with respect to any such action or
		determination.
	 

	 
			
				
				  4.
				

			 	
				
				  Shares Subject to the
				  Plan.
				

			 

 

	 
		Subject to the provisions of Section 11,
		the total number of Shares that shall be available for the grant of Awards
		under the Plan shall not exceed in the aggregate 1,273,000 Shares. If any Award
		shall for any reason expire or otherwise terminate, in whole or in part,
		without having been exercised or realized in full, the Shares not acquired
		under such Award shall again become available to be made subject to Awards
		under the Plan. The Shares subject to the Plan may be authorized but unissued
		shares or shares reacquired by the Company in any manner.
	 

	 
			
				
				  5.
				

			 	
				
				  Eligibility.
				

			 

 

	 
		(a) Eligibility for Options. Options may be granted to Employees, Directors and
		Consultants.
	 

	 
		(b) Section 162(m) Limitation. Subject to the provisions of Section 11, no Employee
		shall be eligible to be granted Options to acquire more than 500,000 Shares
		during any calendar year.
	 

	 
		(c) Consultants.
	 

	 
		(i) At any time that the Shares are not
		publicly traded, a Consultant shall not be eligible for the grant of an Award
		if, at the time of grant, either the offer or the sale of the Company’s
		securities to such Consultant is not exempt under Rule 701 of the Securities
		Act (“Rule 701”) because of the nature of the services
		that the Consultant is providing to the Company, or because the Consultant is
		not a natural person, or as otherwise provided by Rule 701, unless the
		Committee determines that such grant need not comply with the requirements of
		Rule 701 and will satisfy another exemption under the Securities Act as well as
		comply with the securities laws of all other relevant jurisdictions.
	 

	 
		(ii) At any time that Shares are publicly
		traded, a Consultant shall not be eligible for the grant of an Award if, at the
		time of grant, a Form S-8 Registration Statement under the Securities Act
		(“Form S-8”) is not available to register either the offer
		or the sale of the Company’s securities to such Consultant because of the
		nature of the services that the Consultant is providing to the Company, or
		because the Consultant is not a natural person, or as otherwise provided by the
		rules governing the use of Form S-8, unless the Company determines both (A)
		that such grant either (1) shall be registered in another manner under the
		Securities Act (e.g., on a Form S-3 Registration Statement) or (2) does not
		require registration under the Securities Act in order to comply with the
		requirements of the Securities Act, if applicable, and (B) that such grant
		complies with the securities laws of all other relevant jurisdictions.
	 

	 
		(iii) Rule 701 and Form S-8 generally are
		available to Consultants and advisors only if (a) they are natural persons; (b)
		they provide bona fide services to the issuer, its parent, its majority-owned
		subsidiaries or majority-owned subsidiaries of the issuer’s parent; and
		(c) the
	 

	 
		 
	 

	 
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		services 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 issuer’s
		securities.
	 

	 
			
				
				  6.
				

			 	
				
				  Option Provisions.
				

			 

 

	 
		Each Option shall be in such form and shall
		contain such terms and conditions as the Committee shall deem appropriate. The
		provisions of separate Options need not be identical, but each Option shall
		include (through incorporation of provisions hereof by reference in the Option
		or otherwise) the substance of each of the following provisions:
	 

	 
		(a) Term. No
		Option shall be exercisable after the expiration of ten (10) years from the
		date it was granted.
	 

	 
		(b) Exercise Price of an Option. The exercise price of each Option shall be
		established by the Committee but shall be not less than one hundred percent
		(100%) of the Fair Market Value of the Shares subject to the Option on the date
		the Option is granted (and not less than the par value of the Shares).
	 

	 
		(c) Consideration.
		The purchase price of Shares acquired pursuant to an Option shall be paid, to
		the extent permitted by applicable statutes and regulations, either (i) in cash
		or cashiers’ check at the time the Option is exercised or (ii) at the
		discretion of the Committee at the time of the grant of the Option or
		subsequently (A) by delivery to the Company of other Shares having an aggregate
		Fair Market Value equal to the exercise price to be satisfied by their delivery
		or (B) in any other form of legal consideration that may be acceptable to the
		Committee, including, without limitation, a “cashless” exercise
		program established with a broker that does not violate the Sarbanes-Oxley Act
		of 2002. Unless otherwise specifically provided in the Option, the purchase
		price of Shares acquired pursuant to an Option that is paid by delivery to the
		Company of other Shares acquired, directly or indirectly from the Company,
		shall be paid only by Shares that have been held by the Optionee for more than
		six (6) months (or such longer or shorter period of time required to avoid a
		charge to earnings for financial accounting purposes).
	 

	 
		(d) Transferability of Options. An Option shall be transferable to the extent
		provided in the Option Agreement. If the Option does not provide for
		transferability, then the Option shall not be transferable except by will or by
		the laws of descent and distribution and shall be exercisable during the
		lifetime of the Optionee only by the Optionee. Notwithstanding the foregoing,
		the Optionee may, by delivering written notice to the Company, in a form
		satisfactory to the Company, designate a third party who, in the event of the
		death or incapacity of the Optionee, shall thereafter be entitled to exercise
		the Option.
	 

	 
		(e) Vesting. The
		total number of Shares subject to an Option may, but need not, vest and become
		exercisable in periodic installments that may, but need not, be equal. The
		Option may be subject to such other terms and conditions on the time or times
		when it may be exercised (which may be based on performance or other criteria)
		as the Committee may deem appropriate. The vesting provisions of individual
		Options may vary. The provisions of this Section 6(e) are subject to any Option
		provisions governing the minimum number of Shares as to which an Option may be
		exercised. No Option may be exercised for a fraction of a Share.
	 

	 
		 
	 

	 
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		(f) Termination
		of Continuous Service. Unless
		otherwise provided in an Option Agreement, in the event an Optionee’s
		Continuous Service terminates (other than upon the Optionee’s death or
		Disability), all unvested Options shall terminate and the Optionee may exercise
		his or her vested Options, but only within such period of time ending on the
		earlier of (i) the date three (3) months following the termination of the
		Optionee’s Continuous Service, or (ii) the expiration of the term of the
		Option as set forth in the Option Agreement; provided, that, if
		the termination of Continuous Service is by the Company for Cause, all
		outstanding Options (whether or not vested) shall immediately terminate and
		cease to be exercisable. If, after termination, the Optionee does not exercise
		his or her Option within the time specified in the Option Agreement, the Option
		shall terminate.
	 

	 
		(g) Disability of Optionee. Unless otherwise provided in an Option Agreement, in
		the event that an Optionee’s Continuous Service terminates as a result of
		the Optionee’s Disability, all unvested Options shall terminate and the
		Optionee (or a person designated to exercise the Option upon the
		Optionee’s Disability pursuant to Section 6(d)) may exercise his or her
		vested Options, but only within such period of time ending on the earlier of
		(i) the date twelve (12) months following such termination or (ii) the
		expiration of the term of the Option as set forth in the Option Agreement. If,
		after termination, the Optionee does not exercise his or her Option within the
		time specified herein, the Option shall terminate.
	 

	 
		(h) Death of Optionee. Unless otherwise provided in an Option Agreement, in
		the event an Optionee’s Continuous Service terminates as a result of the
		Optionee’s death, then all unvested Options shall terminate and the vested
		Options may be exercised by the Optionee’s estate, by a person who
		acquired the right to exercise the Option by bequest or inheritance or by a
		person designated to exercise the Option upon the Optionee’s death
		pursuant to Section 6(d), but only within the period ending on the earlier of
		(i) the date twelve (12) months following the date of death or (ii) the
		expiration of the term of such Option as set forth in the Option Agreement. If,
		after death, the Option is not exercised within the time specified herein, the
		Option shall terminate.
	 

	 
		(i) Change in Control. Unless otherwise provided in an Option Agreement and
		except as otherwise provided in the Plan, a Change in Control shall not effect
		any Options granted under the Plan.
	 

	 
			
				
				  7.
				

			 	
				
				  Provisions of Awards Other Than
				  Options.
				

			 

 

	 
		(a) Stock Bonus Awards. Each Agreement evidencing a stock bonus shall be in
		such form and shall contain such terms and conditions as the Committee shall
		deem appropriate. The terms and conditions of such Agreements may change from
		time to time, and the terms and conditions of separate Agreements need not be
		identical, but each such Agreement shall include (through incorporation of
		provisions hereof by reference in the Agreement or otherwise) the substance of
		each of the following provisions:
	 

	 
		(i) Consideration.
		A stock bonus may be awarded in consideration for past services actually
		rendered to the Company or an Affiliate.
	 

	 
		 
	 

	 
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		(ii) Vesting.
		Shares awarded under the stock bonus Agreement may, but need not, be subject to
		a share repurchase option in favor of the Company in accordance with a vesting
		schedule to be determined by the Committee.
	 

	 
		(iii) Termination of Participant’s Continuous
		Service. In the event a
		Participant’s Continuous Service terminates, the Company may reacquire,
		for par value, any or all of the Shares held by the Participant which have not
		vested as of the date of termination under the terms of the applicable
		Agreement.
	 

	 
		(iv) Transferability. Shares under the applicable Agreement shall be
		transferable by the Participant only upon such terms and conditions as are set
		forth in the Agreement, as the Committee shall determine in its discretion, so
		long as the Shares awarded under the Agreement remains subject to the terms of
		the Agreement.
	 

	 
		(b) Restricted Stock Awards. Each such Agreement evidencing a grant of restricted
		Shares shall be in such form and shall contain such terms and conditions as the
		Committee shall deem appropriate. The terms and conditions of such Agreements
		may change from time to time, and the terms and conditions of separate
		Agreements need not be identical, but each such Agreement shall include
		(through incorporation of provisions hereof by reference in the Agreement or
		otherwise) the substance of each of the following provisions:
	 

	 
		(i) Purchase Price. The purchase price of Awards of restricted Shares
		shall be determined by the Committee, which shall in no event be less than the
		par value per share.
	 

	 
		(ii) Consideration.
		The purchase price of Shares acquired pursuant to the applicable Agreement
		shall be paid either: (i) in cash at the time of purchase; (ii) at the
		discretion of the Committee, according to a deferred payment or other similar
		arrangement with the Participant to the extent it does not violate the
		Sarbanes-Oxley Act of 2002 or any other applicable law; or (iii) in any other
		form of legal consideration that may be acceptable to the Committee in its
		discretion.
	 

	 
		(iii) Vesting.
		Restricted Shares shall vest in accordance with a vesting schedule to be
		determined by the Committee under the applicable Agreement and may, but need
		not, be subject to a share repurchase option in favor of the Company.
	 

	 
		(iv) Termination of Participant’s Continuous
		Service. In the event a
		Participant’s Continuous Service terminates, the Company may repurchase or
		otherwise reacquire, for par value, any or all of the Shares held by the
		Participant which have not vested as of the date of termination under the terms
		of the applicable Agreement.
	 

	 
		(v) Transferability. Restricted Shares under the Agreement shall be
		transferable by the Participant only upon such terms and conditions as are set
		forth in the Agreement, as the Committee shall determine in its discretion, so
		long as Shares awarded under the Agreement remain subject to the terms of the
		Agreement.
	 

	 
		 
	 

	 
		9
	 

	 
		 
	 


	 
 

	 
			
				
				  8.
				

			 	
				
				  Covenants of the
				  Company
				

			 

 

	 
		(a) Availability of Shares. During the terms of the Awards, the Company shall
		keep available at all times the number of Shares required to satisfy such
		Awards.
	 

	 
		(b) Securities Law Compliance. The Company shall seek to obtain from each regulatory
		commission or agency having jurisdiction over the Plan such authority as may be
		required to grant Awards and to issue and sell Shares upon exercise of the
		Awards; provided, however, that this undertaking shall not require the
		Company to register under the Securities Act or any other applicable law of the
		United States or otherwise the Plan, any Awards or any Shares issued or
		issuable pursuant to any such Awards. If, after reasonable efforts, the Company
		is unable to obtain from any such regulatory commission or agency the authority
		which counsel for the Company deems necessary for the lawful issuance and sale
		of Shares under the Plan, the Company shall be relieved from any liability for
		failure to issue and sell Shares upon grant or exercise of such Awards unless
		and until such authority is obtained.
	 

	 
			
				
				  9.
				

			 	
				
				  Use of Proceeds from
				  Stock.
				

			 

 

	 
		Proceeds from the sale of Shares pursuant
		to the grant or exercise of Awards shall constitute general funds of the
		Company.
	 

	 
			
				
				  10.
				

			 	
				
				  Miscellaneous.
				

			 

 

	 
		(a) Acceleration of Exercisability and
		Vesting. The Committee shall have the
		power to accelerate the time at which an Award may first be exercised or the
		time during which an Award or any part thereof will vest in accordance with the
		Plan, notwithstanding the provisions in the Award stating the time at which it
		may first be exercised or the time during which it will vest.
	 

	 
		(b) Shareholder Rights. No Participant shall be deemed to be the holder of,
		or to have any of the rights of a holder with respect to, any Shares subject to
		such Award unless and until such Participant has satisfied all requirements for
		exercise of the Award pursuant to its terms and has become the registered
		holder of such shares.
	 

	 
		(c) No Employment or other Service Rights. Nothing in the Plan or any instrument executed or
		Award granted pursuant thereto shall confer upon any Participant any right to
		continue to serve the Company or an Affiliate in the capacity in effect at the
		time the Award was granted or shall affect the right of the Company or an
		Affiliate to terminate (i) the employment of an Employee with or without notice
		and with or without Cause, (ii) the service of a Consultant with or without
		notice and with or without Cause or (iii) the service of a Director pursuant to
		the Memorandum and Articles of Association of the Company or an Affiliate, and
		any applicable provisions of the corporate law of the jurisdiction in which the
		Company or the Affiliate is incorporated, as the case may be.
	 

	 
		(d) Investment Assurances. The Company may require a Participant, as a condition
		of exercising or acquiring Shares under any Award, (i) to give written
		assurances satisfactory to the Company as to the Participant’s knowledge
		and experience in financial and business matters and/or to employ a purchaser
		representative reasonably satisfactory to the Company who is
	 

	 
		 
	 

	 
		10
	 

	 
		 
	 


	 
 

	 
		knowledgeable and experienced in financial
		and business matters and that he or she is capable of evaluating, alone or
		together with the purchaser representative, the merits and risks of exercising
		the Award; (ii) to give written assurances satisfactory to the Company stating
		that the Participant is acquiring Shares subject to the Award for the
		Participant’s own account and not with any present intention of selling or
		otherwise distributing the Shares; and (iii) to execute a Shareholders’
		Agreement or such other documentation as the Company may require. The foregoing
		requirements, and any assurances given pursuant to such requirements, shall be
		inoperative if (1) the issuance of the Shares upon the exercise or acquisition
		of Shares under the Award has been registered under a then currently effective
		registration statement under the Securities Act or (2) as to any particular
		requirement, a determination is made by counsel for the Company that such
		requirement need not be met in the circumstances under the then applicable
		securities laws. The Company may, upon advice of counsel to the Company, place
		legends on stock certificates issued under the Plan as such counsel deems
		necessary or appropriate in order to comply with applicable securities laws,
		including, but not limited to, legends restricting the transfer of the
		Shares.
	 

	 
		(e) Withholding Obligations. The Company shall have the right to deduct from any
		compensation paid to the Participant pursuant to the Plan the amount of taxes
		required by law to be withheld therefrom, or to require the Participant to pay
		the Company in cash such amount required to be withheld. To the extent provided
		by the terms of an Award Agreement, the Participant may satisfy any foreign,
		federal, state or local tax withholding obligation relating to the exercise or
		acquisition of Shares under an Award by any of the following means (in addition
		to the Company’s right to withhold or to direct the withholding from any
		compensation paid to the Participant by the Company or by an Affiliate) or by a
		combination of such means: (i) tendering a cash payment; (ii) authorizing the
		Company to withhold Shares from the Shares otherwise issuable to the
		Participant as a result of the exercise or acquisition of Shares under the
		Award; provided, however, that no Shares are withheld with a value
		exceeding the minimum amount of tax required to be withheld by law; or (iii)
		delivering to the Company or to an Affiliate, owned and unencumbered Shares not
		acquired from the Company with a Fair Market Value equal to the amount of tax
		liability to be satisfied by their delivery.
	 

	 
			
				
				  11.
				

			 	
				
				  Adjustments Upon Changes in
				  Stock.
				

			 

 

	 
		(a) Capitalization Adjustments. In the event of any dividend or other distribution
		(whether in the form of cash, Shares, other securities, or other property),
		recapitalization, reclassification, stock split, reverse stock split,
		reorganization, merger, consolidation, split-up, spin-off, combination,
		repurchase, liquidation, dissolution, or sale, transfer, exchange or other
		disposition of all or substantially all of the assets or stock of the Company,
		or exchange of Shares or other securities of the Company, issuance of warrants
		or other rights to purchase Shares or other securities of the Company, or other
		similar corporate transaction or event (an “Event”), and in the
		Committee’s opinion, such event affects the Shares such that an adjustment
		is determined by the Committee to be appropriate in order to prevent dilution
		or enlargement of the benefits or potential benefits intended to be made
		available under the Plan or with respect to an Award, then the Committee shall,
		in such manner as it may deem equitable, without limitation, adjust any or all
		of the following: (i) the number and kind of Shares (or other securities or
		property) with respect to which Awards may be granted or awarded; (ii) the
		number and kind of Shares (or other securities or property) subject to all or
		any outstanding Awards; and (iii) the grant or exercise
	 

	 
		 
	 

	 
		11
	 

	 
		 
	 


	 
 

	 
		price with respect to all or any
		outstanding Awards. The Committee’s determination under this Section 11(a)
		shall be final, binding and conclusive.
	 

	 
		(b) Termination of Awards. Unless otherwise provided in an Award Agreement, upon
		the occurrence of an Event, or other similar corporate event or transaction in
		which outstanding Awards are not to be assumed by the surviving entity or
		otherwise continued following such an Event or other similar corporate event or
		transaction, the Committee may, in its discretion, terminate any outstanding
		Award without a Participant’s consent and (i) provide for the purchase of
		any such Award for an amount of cash equal to the amount that could have been
		attained upon the exercise of such Award or realization of the
		Participant’s rights had such Award been currently exercisable or payable
		or fully vested (based on the Fair Market Value of the shares on the date of
		such termination) or the replacement of such Award with other rights or
		property selected by the Committee in its sole discretion and/or (ii) provide
		that such Award shall be exercisable (whether or not vested) as to all shares
		covered thereby for at least thirty (30) days prior to such Event or other
		similar corporate event or transaction but will terminate at the end of that
		period.
	 

	 
		(c) Future Transactions. The existence of the Plan, the Award Agreements and
		the Award granted hereunder shall not affect or restrict in any way the right
		or power of the Company or the shareholders of the Company to make or authorize
		any adjustment, recapitalization, reorganization or other change in the
		Company’s capital structure or its business, any merger or consolidation
		of the Company, any issue of stock or of options, warrants or rights to
		purchase stock or of bonds, debentures, preferred or prior preference stocks
		whose rights are superior to or affect the Shares or the rights thereof or
		which are convertible into or exchangeable for Shares, or the dissolution or
		liquidation of the Company, or any sale or transfer of all or any part of its
		assets or business, or any other corporate act or proceeding, whether of a
		similar character or otherwise.
	 

	 
			
				
				  12.
				

			 	
				
				  Amendment of the Plan and
				  Awards.
				

			 

 

	 
		(a) Amendment of Plan. The Board at any time, and from time to time, may
		amend the Plan. However, except as provided in Section 11 relating to
		adjustments upon changes in Shares, no amendment shall be effective unless
		approved by the stockholders of the Company to the extent stockholder approval
		is necessary to satisfy any applicable law or any national securities exchange
		listing requirements.
	 

	 
		(b) Stockholder Approval. The Board may, in its sole discretion, submit any
		other amendment to the Plan for stockholder approval, including, but not
		limited to, amendments to the Plan intended to satisfy the requirements of
		Section 162(m) of the Code and the regulations thereunder regarding the
		exclusion of performance-based compensation from the limit on corporate
		deductibility of compensation paid to certain executive officers.
	 

	 
		(c) Contemplated Amendments. It is expressly contemplated that the Board may amend
		the Plan in any respect the Board deems necessary or advisable to provide
		eligible Employees with the maximum benefits provided or to be provided under
		the provisions of the Code and the regulations promulgated thereunder and/or to
		bring the Plan into compliance therewith.
	 

	 
		 
	 

	 
		12
	 

	 
		 
	 


	 
 

	 
		(d) No Impairment of Rights. Subject to Section 11, rights under any Award granted
		before amendment of the Plan shall not be impaired by any amendment of the Plan
		unless (i) the Company requests the consent of the Participant and (ii) the
		Participant consents in writing.
	 

	 
		(e) Amendment of Awards. Subject to Section 11, the Board at any time, and
		from time to time, may amend the terms of any one or more Awards; provided,
		however, that the rights under any Award shall not be impaired by any such
		amendment unless (i) the Company requests the consent of the Participant and
		(ii) the Participant consents in writing.
	 

	 
			
				
				  13.
				

			 	
				
				  Termination or Suspension of
				  the Plan.
				

			 

 

	 
		(a) Plan Term. The
		Committee may suspend or terminate the Plan at any time. Unless sooner
		terminated, the Plan shall terminate on the day before the tenth (10th)
		anniversary of the date the Plan is adopted by the Board or approved by the
		stockholders of the Company, whichever is earlier. No Awards may be granted
		under the Plan while the Plan is suspended or after it is terminated.
	 

	 
		(b) No Impairment of Rights. Subject to Section 11, suspension or termination of
		the Plan shall not impair rights and obligations under any Award granted while
		the Plan is in effect except with the written consent of the
		Participant.
	 

	 
			
				
				  14.
				

			 	
				
				  Repurchase Right.
				

			 

 

	 
		(a) Options. Prior
		to an Initial Public Offering, to the extent permitted by applicable law, if
		any Participant (i) resigns or terminates his Continuous Service for any reason
		or (ii) is discharged by the Company for any reason, the Company shall have the
		right (but not the obligation) within ninety (90) days following such
		termination, or such shorter period if required by applicable law, to elect to
		purchase some or all of the Participant’s outstanding and vested Options
		held by the Participant upon such termination for an amount in cash, equal to
		the number of Shares subject to such Option multiplied by the difference
		between (1) the Fair Market Value of one Share on the date the Company elects
		to purchase such Option and (2) the exercise price per Share of the
		Option.
	 

	 
		(b) Shares. Prior
		to an Initial Public Offering, to the extent permitted by applicable law, if
		any Participant (i) resigns or terminates his Continuous Service for any reason
		or (ii) is discharged by the Company for any reason, the Company shall have the
		right (but not the obligation) within ninety (90) days following such
		termination, or such shorter period if required by applicable law, to elect to
		purchase some or all of the Shares acquired by the Participant as a result of
		the grant or exercise of Awards under the Plan, at their then current Fair
		Market Value.
	 

	 
		(c) Closing. In
		the event the Company elects to purchase Options and/or Shares pursuant to this
		Section 14, the selling Participant shall sell and the Company shall purchase
		the Options and/or Shares as soon as administratively feasible following the
		exercise of the Company’s rights under this Section 14, but in any event
		no later than ninety (90) days thereafter.
	 

	 
		 
	 

	 
		13
	 

	 
		 
	 


	 
 

	 
			
				
				  15.
				

			 	
				
				  Section 409A of the
				  Code.
				

			 

 

	 
		This Plan is intended to comply with
		Section 409A of the Code and shall be administered, construed and interpreted
		in accordance with such intent. To the extent that an Award, issuance and/or
		payment under the Plan is subject to Section 409A of the Code, it shall be
		awarded and/or issued or paid in a manner that will comply with Section 409A of
		the Code, including proposed, temporary or final regulations or any other
		guidance issued by the U.S. Secretary of the Treasury and the Internal Revenue
		Service with respect thereto (the “Guidance”). Any provision of this
		Plan that would cause an Award, issuance and/or payment to fail to satisfy
		Section 409A of the Code shall have no force and effect until amended by the
		Committee, with or without the consent of any Participant, to comply with
		Section 409A of the Code (which amendment may be retroactive to the extent
		permitted by the Guidance).
	 

	 
			
				
				  16.
				

			 	
				
				  Effective Date of
				  Plan.
				

			 

 

	 
		The Plan shall become effective as of the
		Effective Date.
	 

	 
			
				
				  17.
				

			 	
				
				  Choice of Law.
				

			 

 

	 
		The laws of the Cayman Islands shall govern
		all questions concerning the construction, validity and interpretation of this
		Plan.
	 

	 
		 
	 

	 
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