Exhibit 4.9  VINFAST AUTO LTD. (Company Registration No. 201501874G) INCENTIVE AWARD PLAN
 ARTICLE I. PURPOSE The Plans purpose is to enhance the Companys ability to attract, retain and motivate persons who make (or are expected to
make) important contributions to the Company by providing these individuals with equity ownership opportunities. Capitalized terms used in the Plan are defined in Article XI. ARTICLE II. ELIGIBILITY Service Providers are eligible to be granted Awards under the Plan, subject to the limitations described herein. ARTICLE III. ADMINISTRATION AND DELEGATION 3.1    Administration. The Plan is administered by the Administrator. The Administrator has authority to determine
which Service Providers receive Awards, grant Awards and set Award terms and conditions, subject to the conditions and limitations in the Plan. The Administrator also has the authority to take all actions and make all determinations under the Plan,
to interpret the Plan and Award Agreements and to adopt, amend and repeal Plan administrative rules, guidelines and practices as it deems advisable. The Administrator may correct defects and ambiguities, supply omissions and reconcile
inconsistencies in the Plan or any Award as it deems necessary or appropriate to administer the Plan and any Awards. The Administrators determinations under the Plan are in its sole discretion and will be final and binding on all persons
having or claiming any interest in the Plan or any Award. 3.2    Appointment of Committees. To the extent
Applicable Laws permit, the Board may delegate any or all of its powers under the Plan to one or more Committees or officers of the Company or any of its Subsidiaries. The Board may abolish any Committee or
re-vest in itself any previously delegated authority at any time. ARTICLE IV. SHARES AVAILABLE FOR AWARDS 4.1    Number of Shares. Subject to adjustment under Article VIII and the terms of this Article IV,
Awards may be made under the Plan covering up to the Overall Share Limit. Shares issued under the Plan may consist of newly issued Shares or treasury Shares. 4.2    Share Recycling. If all or any part of an Award expires, lapses or is terminated, converted into an award in
respect of shares of another entity in connection with a spin-off or other similar events, exchanged or settled for cash, surrendered, repurchased, canceled without having been fully exercised or forfeited, in
any case, in a manner that results in the Company acquiring Shares covered by the Award at a price not greater than the price (as adjusted to reflect any Equity Restructuring) paid by the Participant for such Shares or not issuing any Shares covered
by the Award, the unused Shares covered by the Award will again be available for Award grants under the Plan. Further, Shares delivered (either by actual delivery or attestation) to the Company by a Participant to satisfy the applicable exercise or
purchase price of an Award and/or to satisfy any applicable tax withholding obligation (including Shares retained by the Company from the Award being exercised or purchased and/or creating the tax obligation) will again be available for Award grants
under the Plan. The payment of Dividend Equivalents in cash in conjunction with any outstanding Awards shall not count against the Overall Share Limit.




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4.3    Incentive Stock Option Limitations. Notwithstanding
anything to the contrary herein, no more than 232,200,068 Shares may be issued pursuant to the exercise of Incentive Stock Options. 4.4    Substitute Awards. In connection with an entitys merger or consolidation with the Company or the
Companys acquisition of an entitys property or stock, the Administrator may grant Awards in substitution for any options or other stock or stock-based awards granted before such merger or consolidation by such entity or its affiliate.
Substitute Awards may be granted on such terms as the Administrator deems appropriate, notwithstanding limitations on Awards in the Plan. Substitute Awards will not count against the Overall Share Limit (nor shall Shares subject to a Substitute
Award be added to the Shares available for Awards under the Plan as provided above), except that Shares acquired by exercise of substitute Incentive Stock Options will count against the maximum number of Shares that may be issued pursuant to the
exercise of Incentive Stock Options under the Plan. Additionally, in the event that a company acquired by the Company or any Subsidiary or with which the Company or any Subsidiary combines has shares available under a
pre-existing plan approved by stockholders and not adopted in contemplation of such acquisition or combination, the shares available for grant pursuant to the terms of such
pre-existing plan (as adjusted, to the extent appropriate, using the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or combination to determine the consideration
payable to the holders of common stock of the entities party to such acquisition or combination) may be used for Awards under the Plan and shall not reduce the Shares authorized for grant under the Plan (and Shares subject to such Awards shall not
be added to the Shares available for Awards under the Plan as provided above); provided that Awards using such available shares shall not be made after the date awards or grants could have been made under the terms of the pre-existing plan, absent the acquisition or combination, and shall only be made to individuals who were not Employees or Directors prior to such acquisition or combination. ARTICLE V. OPTIONS AND
SHARE APPRECIATION RIGHTS 5.1    General. The Administrator may grant Options or Share Appreciation Rights
to Service Providers subject to the limitations in the Plan, including any limitations in the Plan that apply to Incentive Stock Options. The Administrator will determine the number of Shares covered by each Option and Share Appreciation Right, the
exercise price of each Option and Share Appreciation Right and the conditions and limitations applicable to the exercise of each Option and Share Appreciation Right. A Share Appreciation Right will entitle the Participant (or other person entitled
to exercise the Share Appreciation Right) to receive from the Company upon exercise of the exercisable portion of the Share Appreciation Right an amount determined by multiplying the excess, if any, of the Fair Market Value of one Share on the date
of exercise over the exercise price per Share of the Share Appreciation Right by the number of Shares with respect to which the Share Appreciation Right is exercised, subject to any limitations of the Plan or that the Administrator may impose and
payable in cash, Shares valued at Fair Market Value or a combination of the two as the Administrator may determine or provide in the Award Agreement. 5.2    Exercise Price. The Administrator will establish each Options and Share Appreciation Rights
exercise price and specify the exercise price in the Award Agreement. Unless otherwise determined by the Administrator, the exercise price will not be less than 100% of the Fair Market Value on the grant date of the Option or Share Appreciation
Right.  2




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5.3    Duration. Each Option or Share Appreciation Right will be
exercisable at such times and as specified in the Award Agreement, provided that, unless otherwise determined by the Administrator, the term of an Option or Share Appreciation Right will not exceed ten years; provided further that, in no event will
the maximum duration of an Option or Share Appreciation Right exceed the maximum duration permitted by Applicable Law. Notwithstanding the foregoing, if the Participant, prior to the end of the term of an Option or Share Appreciation Right, commits
an act of Cause (as determined by the Administrator), violates the non-competition, non-solicitation, confidentiality or other similar restrictive covenant provisions of
any employment contract, confidentiality and nondisclosure agreement or other agreement between the Participant and the Company or any of its Subsidiaries, the right of the Participant and the Participants transferees to exercise any Option or
Share Appreciation Right issued to the Participant shall terminate immediately upon such violation, unless the Company otherwise determines. 5.4    Exercise. Options and Share Appreciation Rights may be exercised by delivering to the Company a written
notice of exercise, in a form the Administrator approves (which may be electronic), signed by the person authorized to exercise the Option or Share Appreciation Right, together with, as applicable, payment in full (i) as specified in
Section 5.5 for the number of Shares for which the Award is exercised and (ii) as specified in Section 9.5 for any applicable taxes. Unless the Administrator otherwise determines, an Option or Share Appreciation Right may not be
exercised for a fraction of a Share. The Administrator may, in its discretion, limit exercise with respect to a minimum number of Shares. 5.5    Payment Upon Exercise. Subject to Section 10.8, any Company insider trading policy (including blackout
periods) and Applicable Laws, the exercise price of an Option must be paid by: (a)    cash, wire transfer of
immediately available funds or by check payable to the order of the Company, provided that the Company may limit the use of one of the foregoing payment forms if one or more of the payment forms below is permitted; (b)    if there is a public market for Shares at the time of exercise, unless the Company otherwise determines,
(A) delivery (including telephonically to the extent permitted by the Company) of an irrevocable and unconditional undertaking by a broker acceptable to the Company to deliver promptly to the Company sufficient funds to pay the exercise price,
or (B) the Participants delivery to the Company of a copy of irrevocable and unconditional instructions to a broker acceptable to the Company to deliver promptly to the Company cash or a check sufficient to pay the exercise price;
provided that such amount is paid to the Company at such time as may be required by the Administrator; (c)    to the
extent permitted by the Administrator, delivery (either by actual delivery or attestation) of Shares owned by the Participant valued at their fair market value; (d)    to the extent permitted by the Administrator, surrendering Shares then issuable upon the Options exercise
valued at their fair market value on the exercise date; (e)    to the extent permitted by the Administrator, delivery
of a promissory note or any other property that the Administrator determines is good and valuable consideration; or (f)    to the extent permitted by the Company, any combination of the above payment forms approved by the Administrator.  3




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ARTICLE VI. RESTRICTED SHARES; RESTRICTED SHARE UNITS 6.1    General. The Administrator may grant Restricted Shares, or the right to purchase Restricted Shares, to any
Service Provider, subject to the Companys right to repurchase all or part of such shares at their issue price or other stated or formula price from the Participant (or to require forfeiture of such shares) if conditions the Administrator
specifies in the Award Agreement are not satisfied before the end of the applicable restriction period or periods that the Administrator establishes for such Award; provided that, the Administrator will obtain shareholder approval of any repurchase
of shares by the Company to the extent necessary to comply with Applicable Laws. In addition, the Administrator may grant to Service Providers Restricted Share Units, which may be subject to vesting and forfeiture conditions during the applicable
restriction period or periods, as set forth in an Award Agreement. The Administrator will determine and set forth in the Award Agreement the terms and conditions for each Restricted Share and Restricted Share Unit Award, subject to the conditions
and limitations contained in the Plan. 6.2    Restricted Shares. (a)    Dividends. Participants holding Restricted Shares will be entitled to all ordinary cash dividends paid with
respect to such Shares to the extent such dividends and other distributions have a record date that is on or after the date on which such Participant becomes the record holder of such Shares, unless the Administrator provides otherwise in the Award
Agreement. In addition, unless the Administrator provides otherwise, if any dividends or distributions are paid in Shares, or consist of a dividend or distribution to holders of Ordinary Shares of property other than an ordinary cash dividend, the
Shares or other property will be subject to the same restrictions on transferability and forfeitability as the Restricted Shares with respect to which they were paid. (b)    Share Certificates. The Company may require that the Participant deposit in escrow with the Company (or its
designee) any share certificates issued in respect of Restricted Shares, together with a share assignment or transfer form endorsed in blank. (c)    Section 83(b) Election. If a Participant makes an election under Section 83(b) of the Code to be taxed
with respect to the Restricted Shares as of the date of transfer of the Restricted Shares rather than as of the date or dates upon which such Participant would otherwise be taxable under Section 83(a) of the Code, such Participant shall be
required to deliver a copy of such election to the Company promptly after filing such election with the Internal Revenue Service along with proof of the timely filing thereof. 6.3    Restricted Share Units. (a)    Settlement. The Administrator may provide that settlement of Restricted Share Units will occur upon or as
soon as reasonably practicable after the Restricted Share Units vest or will instead be deferred, on a mandatory basis or at the Participants election, in a manner intended to comply with Section 409A, to the extent applicable. (b)    Shareholder Rights. A Participant will have no rights of a shareholder with respect to Shares subject to any
Restricted Share Unit unless and until the Shares are delivered in settlement of the Restricted Share Unit. (c)    Dividend Equivalents. If the Administrator provides, a grant of Restricted Share Units may provide a
Participant with the right to receive Dividend Equivalents. Dividend Equivalents may be paid currently or credited to an account for the Participant, settled in cash or Shares and subject to the same restrictions on transferability and
forfeitability as the Restricted Share Units with respect to which the Dividend Equivalents are granted and subject to other terms and conditions as set forth in the Award Agreement.  4




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ARTICLE VII. OTHER SHARE OR CASH BASED AWARDS Other Share or Cash Based Awards may be granted to Participants, including Awards entitling Participants to receive Shares to be delivered in
the future and including annual or other periodic or long-term cash bonus awards (whether based on specified Performance Criteria or otherwise), in each case subject to any conditions and limitations in the Plan. Such Other Share or Cash Based
Awards will also be available as a payment form in the settlement of other Awards, as standalone payments and as payment in lieu of compensation to which a Participant is otherwise entitled. Other Share or Cash Based Awards may be paid in Shares,
cash or other property, as the Administrator determines. Subject to the provisions of the Plan, the Administrator will determine the terms and conditions of each Other Share or Cash Based Award, including any purchase price, performance goal (which
may be based on the Performance Criteria), transfer restrictions, and vesting conditions, which will be set forth in the applicable Award Agreement. ARTICLE VIII. ADJUSTMENTS FOR CHANGES IN ORDINARY SHARES AND CERTAIN OTHER EVENTS 8.1    Equity Restructuring. In connection with any Equity Restructuring, notwithstanding anything to the
contrary in this Article VIII, the Administrator will equitably adjust each outstanding Award as it deems appropriate to reflect the Equity Restructuring, which may include adjusting the number and type of securities subject to each outstanding
Award and/or the Awards exercise price or grant price (if applicable), granting new Awards to Participants, and making a cash payment to Participants. The adjustments provided under this Section 8.1 will be nondiscretionary and final and
binding on the affected Participant and the Company; provided that the Administrator will determine whether an adjustment is equitable. 8.2    Corporate Transactions. In the event of any dividend or other distribution (whether in the form of cash,
Ordinary Shares, other securities, or other property), reorganization, merger, consolidation, combination, amalgamation, repurchase, recapitalization, liquidation, dissolution, or sale, transfer, exchange or other disposition of all or substantially
all of the assets of the Company, or sale or exchange of Ordinary Shares or other securities of the Company, Change in Control, issuance of warrants or other rights to purchase Ordinary Shares or other securities of the Company, other similar
corporate transaction or event, other unusual or nonrecurring transaction or event affecting the Company or its financial statements or any change in any Applicable Laws or accounting principles, the Administrator, on such terms and conditions as it
deems appropriate, either by the terms of the Award or by action taken prior to the occurrence of such transaction or event (except that action to give effect to a change in Applicable Law or accounting principles may be made within a reasonable
period of time after such change) and either automatically or upon the Participants request, is hereby authorized to take any one or more of the following actions whenever the Administrator determines that such action is appropriate in order
to (x) prevent dilution or enlargement of the benefits or potential benefits intended by the Company to be made available under the Plan or with respect to any Award granted or issued under the Plan, (y) to facilitate such transaction or
event or (z) give effect to such changes in Applicable Laws or accounting principles: (a)    To provide for the
cancellation of any such Award in exchange for either an amount of cash (except with respect to non-employee Directors) or other property with a value equal to the amount that could have been obtained upon the
exercise or settlement of the vested portion of such Award or realization of the Participants rights under the vested portion of such Award, as applicable; provided that, if the amount that could have been obtained upon the exercise or
settlement of the vested portion of such Award or realization of the Participants rights, in any case, is equal to or less than zero, then the Award may be terminated without payment;  5




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(b)    To provide that such Award shall vest and, to the extent
applicable, be exercisable as to all shares covered thereby, notwithstanding anything to the contrary in the Plan or the provisions of such Award; (c)    To provide that such Award be assumed by the successor or survivor corporation, or a parent or subsidiary thereof,
or shall be substituted for by awards covering the stock of the successor or survivor corporation, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares and/or applicable exercise or purchase price, in
all cases, as determined by the Administrator; (d)    To make adjustments in the number and type of Ordinary Shares
(or other securities or property) subject to outstanding Awards and/or with respect to which Awards may be granted under the Plan (including, but not limited to, adjustments of the limitations in Article IV hereof on the maximum number and kind
of shares which may be issued) and/or in the terms and conditions of (including the grant or exercise price), and the criteria included in, outstanding Awards; (e)    To replace such Award with other rights or property selected by the Administrator; and/or (f)    To provide that the Award will terminate and cannot vest, be exercised or become payable after the applicable
event. 8.3    Change in Control. Notwithstanding Section 8.2 above, if a Change in Control occurs and
Awards are not continued, converted, assumed, or replaced with a comparable award (as determined by the Administrator) by (i) the Company or (ii) a successor entity or its parent or subsidiary (an Assumption), and
provided that the Participant has not had a Termination of Service, then immediately prior to the Change in Control such Awards (other than any Award that is regularly scheduled to vest based on the attainment of performance-based vesting
conditions) will become fully vested, exercisable and/or payable, as applicable, and all forfeiture, repurchase and other restrictions on such Awards will lapse, in which case, such Awards will be canceled upon the consummation of the Change in
Control in exchange for the right to receive the Change in Control consideration payable to other holders of Ordinary Shares, which may be on such terms and conditions as apply generally to holders of Ordinary Shares under the Change in Control
documents (including, without limitation, any escrow, earn-out or other deferred consideration provisions) or such other terms and conditions as the Administrator may provide, and determined by reference to
the number of Shares subject to such Awards and net of any applicable exercise price; provided that to the extent that any Awards constitute nonqualified deferred compensation that may not be paid upon the Change in Control under
Section 409A without the imposition of taxes thereon under Section 409A, the timing of such payments shall be governed by the applicable Award Agreement (subject to any deferred consideration provisions applicable under the Change in
Control documents); and provided, further, that if the amount to which a Participant would be entitled upon the settlement or exercise of such Award at the time of the Change in Control is equal to or less than zero, then such Award may be
terminated without payment. An Award will be considered replaced with a comparable award if the Award is exchanged for an amount of cash or other property with a value equal to the amount that could have been obtained upon the settlement of such
Award in such Change in Control (as determined by the Administrator), even if such cash or other property payable with respect to the unvested portion of such Award remains subject to similar vesting provisions following such Change in Control.
Notwithstanding the foregoing, the Administrator will have full and final authority to determine whether an Assumption of an Award has occurred in connection with a Change in Control.  6




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8.4    Administrative Stand Still. In the event of any pending
share dividend, share split, combination or exchange of shares, merger, consolidation or other distribution (other than normal cash dividends) of Company assets to shareholders, or any other extraordinary transaction or change affecting the Shares
or the share price of Ordinary Shares, including any Equity Restructuring or any securities offering or other similar transaction, for administrative convenience, the Administrator may refuse to permit the exercise of any Award for up to sixty days
before or after such transaction. 8.5    General. Except as expressly provided in the Plan or the
Administrators action under the Plan, no Participant will have any rights due to any subdivision or consolidation of Shares of any class, dividend payment, increase or decrease in the number of Shares of any class or dissolution, liquidation,
merger, or consolidation of the Company or other corporation. Except as expressly provided with respect to an Equity Restructuring under Section 8.1 above or the Administrators action under the Plan, no issuance by the Company of Shares
of any class, or securities convertible into Shares of any class, will affect, and no adjustment will be made regarding, the number of Shares subject to an Award or the Awards grant or exercise price. The existence of the Plan, any Award
Agreements and the Awards granted hereunder will not affect or restrict in any way the Companys right or power to make or authorize (i) any adjustment, recapitalization, reorganization or other change in the Companys capital
structure or its business, (ii) any merger, consolidation dissolution or liquidation of the Company or sale of Company assets or (iii) any sale or issuance of securities, including securities with rights superior to those of the Shares or
securities convertible into or exchangeable for Shares. The Administrator may treat Participants and Awards (or portions thereof) differently under this Article VIII. ARTICLE IX. GENERAL
PROVISIONS APPLICABLE TO AWARDS 9.1    Transferability. Except as the Administrator may determine or
provide in an Award Agreement or otherwise for Awards other than Incentive Stock Options, Awards may not be sold, assigned, transferred, pledged or otherwise encumbered, either voluntarily or by operation of law, except by will or the laws of
descent and distribution, or, subject to the Administrators consent, pursuant to a domestic relations order, and, during the life of the Participant, will be exercisable only by the Participant. References to a Participant, to the extent
relevant in the context, will include references to a Participants authorized transferee that the Administrator specifically approves. 9.2    Documentation. Each Award will be evidenced in an Award Agreement, which may be written or electronic, as
the Administrator determines. Each Award may contain terms and conditions in addition to those set forth in the Plan. 9.3    Discretion. Except as the Plan otherwise provides, each Award may be made alone or in addition or in
relation to any other Award. The terms of each Award to a Participant need not be identical, and the Administrator need not treat Participants or Awards (or portions thereof) uniformly. 9.4    Termination of Status. The Administrator will determine how the disability, death, retirement, authorized
leave of absence or any other change or purported change in a Participants Service Provider status affects an Award and the extent to which, and the period during which, the Participant, the Participants legal representative,
conservator, guardian or Designated Beneficiary may exercise rights under the Award, if applicable.  7




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9.5    Withholding. Each Participant must pay the Company, or
make provision satisfactory to the Administrator for payment of, any taxes required by law to be withheld in connection with such Participants Awards by the date of the event creating the tax liability. The Company may deduct an amount
sufficient to satisfy such tax obligations based on the applicable statutory withholding rates (or such other rate as may be determined by the Company after considering any accounting consequences or costs) from any payment of any kind otherwise due
to a Participant. Subject to Section 10.8 and any Company insider trading policy (including blackout periods), Participants may satisfy such tax obligations (i) in cash, by wire transfer of immediately available funds, by check made
payable to the order of the Company, provided that the Company may limit the use of the foregoing payment forms if one or more of the payment forms below is permitted, (ii) to the extent permitted by the Administrator, in whole or in part by
delivery of Shares, including Shares retained from the Award creating the tax obligation, valued at their fair market value, (iii) if there is a public market for Shares at the time the tax obligations are satisfied, unless the Company
otherwise determines, (A) delivery (including telephonically to the extent permitted by the Company) of an irrevocable and unconditional undertaking by a broker acceptable to the Company to deliver promptly to the Company sufficient funds to
satisfy the tax obligations, or (B) delivery by the Participant to the Company of a copy of irrevocable and unconditional instructions to a broker acceptable to the Company to deliver promptly to the Company cash or a check sufficient to
satisfy the tax withholding; provided that such amount is paid to the Company at such time as may be required by the Administrator, or (iv) to the extent permitted by the Company, any combination of the foregoing payment forms approved by the
Administrator. If any tax withholding obligation will be satisfied under clause (ii) of the immediately preceding sentence by the Companys retention of Shares from the Award creating the tax obligation and there is a public market for
Shares at the time the tax obligation is satisfied, the Company may elect to instruct any brokerage firm determined acceptable to the Company for such purpose to sell on the applicable Participants behalf some or all of the Shares retained and
to remit the proceeds of the sale to the Company or its designee, and each Participants acceptance of an Award under the Plan will constitute the Participants authorization to the Company and instruction and authorization to such
brokerage firm to complete the transactions described in this sentence. Each Participant is ultimately liable and responsible for all Tax-Related Items owed in connection with an Award, regardless of any
action the Company or any Subsidiary takes with respect to any Tax-Related Items that arise in connection with an Award. 9.6    Amendment of Award; Repricing. The Administrator may amend, modify or terminate any outstanding
Award, including by substituting another Award of the same or a different type, changing the exercise or settlement date, and converting an Incentive Stock Option to a Non-Qualified Stock Option. The
Participants consent to such action will be required unless (i) the action, taking into account any related action, does not materially and adversely affect the Participants rights under the Award, or (ii) the change is
permitted under Article VIII or pursuant to Section 10.6. Notwithstanding the foregoing or anything in the Plan to the contrary, the Administrator may, without the approval of the shareholders of the Company, amend or exchange any
outstanding Options or Share Appreciation Rights to reduce the exercise price per share (a repricing) of such outstanding Options or Share Appreciation Rights or cancel outstanding Options or Share Appreciation Rights in exchange for cash, other
Awards or Options or Share Appreciation Rights with an exercise price per share that is less than the exercise price per share of the original Options or Share Appreciation Rights. 9.7    Conditions on Delivery of Shares. The Company will not be obligated to deliver any Shares under the Plan or
remove restrictions from Shares previously delivered under the Plan until (i) all Award conditions have been met or removed to the Companys satisfaction, (ii) as determined by the Company, all other legal matters regarding the
issuance and delivery of such Shares have been satisfied, including any applicable Board or shareholder approvals, securities laws and stock exchange or stock market rules and regulations, and (iii) the Participant has executed and delivered to
the Company such representations or agreements as the Administrator deems necessary or appropriate to satisfy any Applicable Laws. The Companys inability to obtain authority from any regulatory body having jurisdiction, which the Administrator
determines is necessary to the lawful issuance and sale of any securities, will relieve the Company of any liability for failing to issue or sell such Shares as to which such requisite authority has not been obtained.  8




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9.8    Acceleration. The Administrator may at any time provide
that any Award will become immediately vested and fully or partially exercisable, free of some or all restrictions or conditions, or otherwise fully or partially realizable. 9.9    Additional Terms of Incentive Stock Options. The Administrator may grant Incentive Stock Options only to
employees of the Company, any of its present or future parent or subsidiary corporations, as defined in Sections 424(e) or (f) of the Code, respectively, and any other entities the employees of which are eligible to receive Incentive Stock
Options under the Code. If an Incentive Stock Option is granted to a Greater Than 10% Shareholder, the exercise price will not be less than 110% of the Fair Market Value on the Options grant date, and the term of the Option will not exceed
five years. All Incentive Stock Options will be subject to and construed consistently with Section 422 of the Code. By accepting an Incentive Stock Option, the Participant agrees to give prompt notice to the Company of dispositions or other
transfers (other than in connection with a Change in Control) of Shares acquired under the Option made within (i) two years from the grant date of the Option or (ii) one year after the transfer of such Shares to the Participant, specifying
the date of the disposition or other transfer and the amount the Participant realized, in cash, other property, assumption of indebtedness or other consideration, in such disposition or other transfer. Neither the Company nor the Administrator will
be liable to a Participant, or any other party, if an Incentive Stock Option fails or ceases to qualify as an incentive stock option under Section 422 of the Code. Any Incentive Stock Option or portion thereof that fails to qualify
as an incentive stock option under Section 422 of the Code for any reason, including becoming exercisable with respect to Shares having a fair market value exceeding the $100,000 limitation under Treasury Regulation Section 1.422-4, will be a Non-Qualified Stock Option. ARTICLE X. MISCELLANEOUS 10.1    No Right to Employment or Other Status. No person will have any claim or right to be granted an Award, and
the grant of an Award will not be construed as giving a Participant the right to continued employment or any other relationship with the Company. The Company expressly reserves the right at any time to dismiss or otherwise terminate its relationship
with a Participant free from any liability or claim under the Plan or any Award, except as expressly provided in an Award Agreement. 10.2    No Rights as Shareholder; Certificates. Subject to the Award Agreement, no Participant or Designated
Beneficiary will have any rights as a shareholder with respect to any Shares to be distributed under an Award until becoming the record holder of such Shares. Notwithstanding any other provision of the Plan, unless the Administrator otherwise
determines or Applicable Laws require, the Company will not be required to deliver to any Participant certificates evidencing Shares issued in connection with any Award and instead such Shares may be recorded in the books of the Company (or, as
applicable, its transfer agent or share plan administrator). The Company may place legends on share certificates issued under the Plan that the Administrator deems necessary or appropriate to comply with Applicable Laws. 10.3    Effective Date and Term of Plan. The Plan will become effective upon the consummation of the Initial
Business Combination, subject to the approval of the Companys shareholders, and will remain in effect until terminated by the Board, but Awards previously granted may extend beyond such termination in accordance with the Plan; provided that
Incentive Stock Options may only be granted under the Plan until the tenth anniversary of the earlier of (i) the date the Board adopted the Plan or (ii) the date the Companys shareholders approved the Plan. If the Plan is not
approved by the Companys shareholders, the Plan will not become effective and no Awards will be granted under the Plan.  9




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10.4    Amendment of Plan. The Administrator may amend, suspend
or terminate the Plan at any time; provided that no amendment, other than an increase to the Overall Share Limit, may materially and adversely affect any Award outstanding at the time of such amendment without the affected Participants
consent. No Awards may be granted under the Plan during any suspension period or after Plan termination. Awards outstanding at the time of any Plan suspension or termination will continue to be governed by the Plan and the Award Agreement, as in
effect before such suspension or termination. The Administrator will obtain shareholder approval of any Plan amendment to the extent necessary to comply with Applicable Laws. 10.5    Provisions for Foreign Participants. The Administrator may modify Awards granted to Participants who are
employed outside the United States or Singapore or establish subplans or procedures under the Plan to address differences in laws, rules, regulations or customs of such foreign jurisdictions with respect to tax, securities, currency, employee
benefit or other matters. 10.6    Section409A. (a)    General. To the extent applicable, the Company intends that all Awards be structured to comply with, or be
exempt from, Section 409A, such that no adverse tax consequences, interest, or penalties under Section 409A apply. Notwithstanding anything in the Plan or any Award Agreement to the contrary, the Administrator may, without a
Participants consent, amend this Plan or Awards, adopt policies and procedures, or take any other actions (including amendments, policies, procedures and retroactive actions) as are necessary or appropriate to preserve the intended tax
treatment of Awards, including any such actions intended to (A) exempt this Plan or any Award from Section 409A, or (B) comply with Section 409A, including regulations, guidance, compliance programs and other interpretative
authority that may be issued after an Awards grant date. The Company makes no representations or warranties as to an Awards tax treatment under Section 409A or otherwise. The Company will have no obligation under this
Section 10.6 or otherwise to avoid the taxes, penalties or interest under Section 409A with respect to any Award and will have no liability to any Participant or any other person if any Award, compensation or other benefits under the Plan
are determined to constitute noncompliant nonqualified deferred compensation subject to taxes, penalties or interest under Section 409A. (b)    Separation from Service. If an Award constitutes nonqualified deferred compensation under
Section 409A, any payment or settlement of such Award upon a termination of a Participants Service Provider relationship will, to the extent necessary to avoid taxes under Section 409A, be made only upon the Participants
separation from service (within the meaning of Section 409A), whether such separation from service occurs upon or after the termination of the Participants Service Provider relationship. For purposes of this Plan
or any Award Agreement relating to any such payments or benefits, references to a termination, termination of employment or like terms means a separation from service. (c)    Payments to Specified Employees. Notwithstanding any contrary provision in the Plan or any Award Agreement,
any payment(s) of nonqualified deferred compensation required to be made under an Award to a specified employee (as defined under Section 409A and as the Administrator determines) due to his or her separation from
service will, to the extent necessary to avoid taxes under Section 409A(a)(2)(B)(i) of the Code, be delayed for the six-month period immediately following such separation from service
(or, if earlier, until the specified employees death) and will instead be paid (as set forth in the Award Agreement) on the day immediately following such six-month period or as soon as administratively
practicable thereafter (without interest). Any payments of nonqualified deferred compensation under such Award payable more than six months following the Participants separation from service will be paid at the time or
times the payments are otherwise scheduled to be made.  10




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10.7    Limitations on Liability. Notwithstanding any other
provisions of the Plan, no individual acting as a director, officer, other employee or agent of the Company or any Subsidiary will be liable to any Participant, former Participant, spouse, beneficiary, or any other person for any claim, loss,
liability, or expense incurred in connection with the Plan or any Award, and such individual will not be personally liable with respect to the Plan because of any contract or other instrument executed in his or her capacity as an Administrator,
director, officer, other employee or agent of the Company or any Subsidiary. The Company will indemnify and hold harmless each director, officer, other employee and agent of the Company or any Subsidiary that has been or will be granted or delegated
any duty or power relating to the Plans administration or interpretation, against any cost or expense (including attorneys fees) or liability (including any sum paid in settlement of a claim with the Administrators approval)
arising from any act or omission concerning this Plan unless arising from such persons own fraud or bad faith. 10.8    Lock-Up Period. The Company may, at the request of any underwriter
representative or otherwise, in connection with registering the offering of any Company securities under the Securities Act, prohibit Participants from, directly or indirectly, selling or otherwise transferring any Shares or other Company securities
during the period beginning on the date of the filing of such registration statement with the Securities and Exchange Commission and ending up to 180 days after the date of the final prospectus relating to the offering, or such longer period as
determined by the underwriter or the Company. Participants shall execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter which are consistent with the foregoing or which are necessary to give
further effect thereto. The Company may impose stop-transfer instructions with respect to the Shares (or other securities) subject to the foregoing restriction until the end of such 180 day (or other) period. 10.9    Data Privacy. As a condition for receiving any Award, each Participant explicitly and unambiguously
consents to the collection, use and transfer, in electronic or other form, of personal data as described in this section by and among the Company and its Subsidiaries and affiliates exclusively for implementing, administering and managing the
Participants participation in the Plan. The Company and its Subsidiaries and affiliates may hold certain personal information about a Participant, including the Participants name, address and telephone number; birthdate; social security,
insurance number or other identification number; salary; nationality; job title(s); any Shares held in the Company or its Subsidiaries and affiliates; and Award details, to implement, manage and administer the Plan and Awards (the
Data). The Company and its Subsidiaries and affiliates may transfer the Data amongst themselves as necessary to implement, administer and manage a Participants participation in the Plan, and the Company and its
Subsidiaries and affiliates may transfer the Data to third parties assisting the Company with Plan implementation, administration and management. These recipients may be located in the Participants country, or elsewhere, and the
Participants country may have different data privacy laws and protections than the recipients country. By accepting an Award, each Participant authorizes such recipients to receive, possess, use, retain and transfer the Data, in
electronic or other form, to implement, administer and manage the Participants participation in the Plan, including any required Data transfer to a broker or other third party with whom the Company or the Participant may elect to deposit any
Shares. The Data related to a Participant will be held only as long as necessary to implement, administer, and manage the Participants participation in the Plan. A Participant may, at any time, view the Data that the Company holds regarding
such Participant, request additional information about the storage and processing of the Data regarding such Participant, recommend any necessary corrections to the Data regarding the Participant or refuse or withdraw the consents in this
Section 10.9 in writing, without cost, by contacting the local human resources representative. The Company may cancel the Participants ability to participate in the Plan and, in the Administrators discretion, the Participant may
forfeit any outstanding Awards if the Participant refuses or withdraws the consents in this Section 10.9. For more information on the consequences of refusing or withdrawing consent, Participants may contact their local human resources
representative.  11




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10.10    Severability. If any portion of the Plan or any action
taken under it is held illegal or invalid for any reason, the illegality or invalidity will not affect the remaining parts of the Plan, and the Plan will be construed and enforced as if the illegal or invalid provisions had been excluded, and the
illegal or invalid action will be null and void. 10.11    Contracts (Rights of Third Parties) Act. No person
other than the Company or a Participant shall have any right to enforce any provision of the Plan or any Award Agreement or other written agreement between a Participant and the Company (or any Subsidiary) by virtue of the Contracts (Rights of Third
Parties) Act 2001 of Singapore. 10.12    Governing Documents. If any contradiction occurs between the Plan and
any Award Agreement or other written agreement between a Participant and the Company (or any Subsidiary) that the Administrator has approved, the Plan will govern, unless it is expressly specified in such Award Agreement or other written document
that a specific provision of the Plan will not apply. 10.13    Governing Law. The Plan and all Awards will be
governed by and interpreted in accordance with the laws of Singapore, disregarding any choice-of-law principles requiring the application of a jurisdictions laws
other than those of Singapore. 10.14    Restrictions on Shares; Claw-back Provisions. Shares acquired in
respect of Awards shall be subject to such terms and conditions as the Administrator shall determine, including, without limitation, restrictions on the transferability of Shares, the right of the Company to repurchase Shares, the right of the
Company to require that Shares be transferred in the event of certain transactions, tag-along rights, bring-along rights, redemption and co-sale rights and voting
requirements. Such terms and conditions may be additional to those contained in the Plan and may, as determined by the Administrator, be contained in the applicable Award Agreement or in an exercise notice, shareholders agreement or in such
other agreement as the Administrator shall determine, in each case in a form determined by the Administrator. The issuance of such Shares shall be conditioned on the Participants consent to such terms and conditions and the Participants
entering into such agreement or agreements. All Awards (including any proceeds, gains or other economic benefit the Participant actually or constructively receives upon receipt or exercise of any Award or the receipt or resale of any Shares
underlying the Award) will be subject to any claw-back policy adopted by the Company (or any Subsidiary) to comply with Applicable Laws (including, to the extent applicable, the Dodd-Frank Wall Street Reform and Consumer Protection Act and any rules
or regulations promulgated thereunder, including by the applicable exchange) as set forth in such claw-back policy or the Award Agreement. 10.15    Titles and Headings. The titles and headings in the Plan are for convenience of reference only and, if any
conflict, the Plans text, rather than such titles or headings, will control. 10.16    Conformity to
Securities Laws. The Participant acknowledges that the Plan is intended to conform to the extent necessary with Applicable Laws. Notwithstanding anything herein to the contrary, the Plan and all Awards will be administered only in conformance
with Applicable Laws. To the extent Applicable Laws permit, the Plan and all Award Agreements will be deemed amended as necessary to conform to Applicable Laws. 10.17    Relationship to Other Benefits. No payment under the Plan will 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 or any Subsidiary except as expressly provided in writing in such other plan or an agreement thereunder.  12




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10.18    Broker-Assisted Sales. In the event of a broker-assisted
sale of Shares in connection with the payment of amounts owed by a Participant under or with respect to the Plan or Awards, including amounts to be paid under the final sentence of Section 9.5: (a) any Shares to be sold through the
broker-assisted sale will be sold on the day the payment first becomes due, or as soon thereafter as practicable; (b) such Shares may be sold as part of a block trade with other Participants in the Plan in which all participants receive an
average price; (c) the applicable Participant will be responsible for all brokers fees and other costs of sale, and by accepting an Award, each Participant agrees to indemnify and hold the Company harmless from any losses, costs, damages,
or expenses relating to any such sale; (d) to the extent the Company or its designee receives proceeds of such sale that exceed the amount owed, the Company will pay such excess in cash to the applicable Participant as soon as reasonably
practicable; (e) the Company and its designees are under no obligation to arrange for such sale at any particular price; and (f) in the event the proceeds of such sale are insufficient to satisfy the Participants applicable
obligation, the Participant may be required to pay immediately upon demand to the Company or its designee an amount in cash sufficient to satisfy any remaining portion of the Participants obligation. ARTICLE XI. DEFINITIONS As used in the Plan, the following words and phrases will have the following meanings: 11.1    Administrator means the Board, or a Committee to the extent that the Boards powers
or authority under the Plan have been delegated to such Committee. 11.2    Applicable Laws
means the requirements relating to the administration of equity incentive plans under securities, tax and other applicable laws, rules and regulations of Singapore, the applicable rules of any stock exchange or quotation system on which the Ordinary
Shares are listed or quoted and the applicable laws and rules of any other country or jurisdiction where Awards are granted or governed. 11.3    Award means, individually or collectively, a grant under the Plan of Options, Share
Appreciation Rights, Restricted Shares, Restricted Share Units or Other Share or Cash Based Awards. 11.4    Award Agreement means a written agreement evidencing an Award, which may be electronic,
that contains such terms and conditions as the Administrator determines, consistent with and subject to the terms and conditions of the Plan. 11.5    Board means the Board of Directors of the Company. 11.6    Cause has the meaning ascribed to such term, or term of similar effect, in any offer
letter, employment, severance or similar agreement, including any Award Agreement, between the Participant and the Company or any Subsidiary; provided, that in the absence of an offer letter, employment, severance or similar agreement containing
such definition, Cause means, with respect to a Participant, the occurrence of any of the following: (a) an act of dishonesty made by the Participant in connection with the Participants responsibilities as a
Service Provider; (b) the Participants conviction of, or plea of nolo contendere to, a felony or any crime involving fraud, embezzlement or any other act of moral turpitude, or a material violation of federal or state law by the
Participant that the Administrator reasonably determines has had or will have a material detrimental effect on the Companys or any Subsidiarys reputation or business; (c) the Participants gross misconduct; (d) the
Participants willful and material unauthorized use or disclosure of any proprietary information or trade secrets of the Company, any Subsidiary or any other party to whom the Participant owes an obligation of nondisclosure as a result of the
Participants relationship with the Company or any Subsidiary; (e) the Participants willful breach of any material obligations under any written agreement, covenant, rule, procedure, policy or manual with or of the Company or any
Subsidiary; or (f) the Participants continued substantial failure to perform the Participants duties as a Service Provider (other than as a result of the Participants physical or mental incapacity) after the Participant has
received a written demand for performance (which may be delivered by electronic mail or other means) that sets forth the factual basis for the determination that the Participant has not substantially performed the Participants duties and has
failed to cure such non-performance to the Administrators reasonable satisfaction within 10 days after receiving such notice. For purposes of this Section, no act or failure to act shall be considered
willful unless it is done in bad faith and without reasonable intent that the act or failure to act was in the best interest of the Company or required by law. Any act, or failure to act, based upon authority or instructions given to the Participant
pursuant to a direct instruction from the Companys chief executive officer or based on the advice of counsel for the Company will be conclusively presumed to be done or omitted to be done by the Participant in good faith and in the best
interest of the Company.  13




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11.7    Change in Control means and includes
each of the following: (a)    A transaction or series of transactions (other than an offering of Ordinary Shares to
the general public through a registration statement filed with the Securities and Exchange Commission or a transaction or series of transactions that meets the requirements of clauses (i) and (ii) of subsection (c) below) whereby any
person or related group of persons (as such terms are used in Sections 13(d) and 14(d)(2) of the Exchange Act) (other than the Company, any of its Subsidiaries, an employee benefit plan maintained by the
Company or any of its Subsidiaries or a person that, prior to such transaction, directly or indirectly controls, is controlled by, or is under common control with, the Company) directly or indirectly acquires beneficial ownership (within
the meaning of Rule 13d-3 under the Exchange Act) of securities of the Company possessing more than 50% of the total combined voting power of the Companys securities outstanding immediately after such
acquisition; or (b)    The consummation by the Company (whether directly involving the Company or indirectly
involving the Company through one or more intermediaries) of (x) a merger, consolidation, reorganization, or business combination or (y) a sale or other disposition of all or substantially all of the Companys assets in any single
transaction or series of related transactions or (z) the acquisition of assets or stock of another entity, in each case other than a transaction: (i)    which results in the Companys voting securities outstanding immediately before the transaction continuing to
represent (either by remaining outstanding or by being converted into voting securities of the Company or the person that, as a result of the transaction, controls, directly or indirectly, the Company or owns, directly or indirectly, all or
substantially all of the Companys assets or otherwise succeeds to the business of the Company (the Company or such person, the Successor Entity)) directly or indirectly, at least a majority of the combined voting
power of the Successor Entitys outstanding voting securities immediately after the transaction; and (ii)    after which no person or group beneficially owns voting securities representing 50% or more of the combined
voting power of the Successor Entity; provided, however, that no person or group shall be treated for purposes of this clause (ii) as beneficially owning 50% or more of the combined voting power of the Successor Entity solely as a
result of the voting power held in the Company prior to the consummation of the transaction.  14




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Notwithstanding the foregoing, (1) the following events shall not constitute a Change
in Control: (x) the Initial Business Combination or the transactions occurring in connection therewith; (y) a reincorporation of the Company solely to change its jurisdiction; or (z) a transaction undertaken for the primary purpose of
creating a holding company that will be owned in substantially the same proportion by the persons who held the Companys securities immediately before such transaction; and (2) if a Change in Control constitutes a payment event with
respect to any Award (or portion of any Award) that provides for the deferral of compensation that is subject to Section 409A, to the extent required to avoid the imposition of additional taxes under Section 409A, the transaction or event
described in subsection (a) or (b) with respect to such Award (or portion thereof) shall only constitute a Change in Control for purposes of the payment timing of such Award if such transaction also constitutes a change in control
event, as defined in Treasury Regulation Section 1.409A-3(i)(5). The Administrator
shall have full and final authority, which shall be exercised in its discretion, to determine conclusively whether a Change in Control has occurred pursuant to the above definition, the date of the occurrence of such Change in Control and any
incidental matters relating thereto; provided that any exercise of authority in conjunction with a determination of whether a Change in Control is a change in control event as defined in Treasury Regulation
Section 1.409A-3(i)(5) shall be consistent with such regulation. 11.8    Code means the Internal Revenue Code of 1986, as amended, and the regulations issued
thereunder. 11.9    Committee means one or more committees or subcommittees of the Board,
which may include one or more members of the Board or executive officers, to the extent Applicable Laws permit. To the extent required to comply with the provisions of Rule 16b-3, it is intended that each
member of the Committee will be, at the time the Committee takes any action with respect to an Award that is subject to Rule 16b-3, a non-employee director
within the meaning of Rule 16b-3; however, a Committee members failure to qualify as a non-employee director within the meaning of Rule 16b-3 will not invalidate any Award granted by the Committee that is otherwise validly granted under the Plan. 11.10    Company means VinFast Auto Ltd., a Singapore public limited company, or any successor. 11.11     Consultant means any person, including any adviser, engaged by the Company or any
parent or Subsidiary to render services to such entity if the consultant or adviser: (i) renders bona fide services to the Company; (ii) renders services not in connection with the offer or sale of securities in a capital-raising
transaction and does not directly or indirectly promote or maintain a market for the Companys securities; and (iii) is a natural person. 11.12    Designated Beneficiary means the beneficiary or beneficiaries the Participant
designates, in a manner the Administrator determines, to receive amounts due or exercise the Participants rights if the Participant dies or becomes incapacitated. Without a Participants effective designation, Designated
Beneficiary will mean the Participants estate. 11.13    Director means a member
of the Board. 11.14    Disability means a permanent and total disability under
Section 22(e)(3) of the Code, as amended. 11.15    Dividend Equivalents means a right
granted to a Participant under the Plan to receive the equivalent value (in cash or Shares) of dividends paid on Shares.  15




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11.16    Employee means any employee of the
Company or its Subsidiaries. 11.17    Equity Restructuring means a nonreciprocal
transaction between the Company and its shareholders, such as a share dividend, share split, spin-off or recapitalization through a large, nonrecurring cash dividend, that affects the number or kind of Shares
(or other Company securities) or the share price of Ordinary Shares (or other Company securities) and causes a change in the per share value of the Ordinary Shares underlying outstanding Awards. 11.18    Exchange Act means the United States Securities Exchange Act of 1934, as amended. 11.19    Fair Market Value means, as of any date, the value of an Ordinary Share determined as
follows: (i) if the Ordinary Shares are listed on any established stock exchange, the Fair Market Value will be the closing sales price for an Ordinary Share as quoted on such exchange for such date, or if no sale occurred on such date, the
last day preceding such date during which a sale occurred, as reported in The Wall Street Journal or another source the Administrator deems reliable; (ii) if the Ordinary Shares are not traded on a stock exchange but are quoted on a national
market or other quotation system, the closing sales price on such date, or if no sales occurred on such date, then on the last date preceding such date during which a sale occurred, as reported in The Wall Street Journal or another source the
Administrator deems reliable; or (iii) if the Ordinary Shares are not listed on any established stock exchange or quoted on a national market or other quotation system, the value established by the Administrator in its discretion. 11.20    Greater Than 10% Shareholder means an individual then owning (within the meaning of
Section 424(d) of the Code) more than 10% of the total combined voting power of all classes of shares of the Company or its parent or subsidiary corporation, as defined in Section 424(e) and (f) of the Code, respectively. 11.21    Incentive Stock Option means an Option intended to qualify as an incentive stock
option as defined in Section 422 of the Code. 11.22    Initial Business
Combination shall mean the transactions contemplated by that certain Business Combination Agreement, dated as of May 12, 2023, by and among Black Spade Acquisition Co, the Company and Nuevo Tech Limited. 11.23    Non-Qualified Stock Option means an Option not
intended or not qualifying as an Incentive Stock Option. 11.24    Option means an option to
purchase Shares. 11.25    Ordinary Shares means the ordinary shares of the Company. 11.26    Other Share or Cash Based Awards means cash awards, awards of Shares, and other awards
valued wholly or partially by referring to, or are otherwise based on, Shares or other property. 11.27    Overall Share Limit means 10% of the fully diluted Ordinary Shares outstanding
immediately following the Initial Business Combination. 11.28    Participant means a
Service Provider who has been granted an Award; provided that, with respect to any Service Providers to whom the prospectus requirements of the Securities and Futures Act 2001 of Singapore, as amended (the SFA), would
apply, such Service Provider shall also qualify as a qualifying person as defined under section 273(4) of the SFA and/or for any other applicable exemption(s) from prospectus requirements under the SFA, unless otherwise determined by the
Administrator.  16




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11.29    Performance Criteria mean the
criteria (and adjustments) that the Administrator may select for an Award to establish performance goals for a performance period, which may include the following or any other performance goals selected by the Administrator: net earnings or losses
(either before or after one or more of interest, taxes, depreciation, amortization, and non-cash equity-based compensation expense); gross or net sales or revenue or sales or revenue growth; net income (either
before or after taxes) or adjusted net income; profits (including but not limited to gross profits, net profits, profit growth, net operation profit or economic profit), profit return ratios or operating margin; budget or operating earnings (either
before or after taxes or before or after allocation of corporate overhead and bonus); cash flow (including operating cash flow and free cash flow or cash flow return on capital); return on assets; return on capital or invested capital; cost of
capital; return on shareholders equity; total shareholder return; return on sales; costs, reductions in costs and cost control measures; expenses; working capital; earnings or loss per share; adjusted earnings or loss per share; price per
share or dividends per share (or appreciation in or maintenance of such price or dividends); regulatory achievements or compliance; implementation, completion or attainment of objectives relating to research, development, regulatory, commercial, or
strategic milestones or developments; market share; economic value or economic value added models; division, group or corporate financial goals; customer satisfaction/growth; customer service; employee satisfaction; recruitment and maintenance of personnel; human resources management;supervision of litigation and other legal matters; strategic partnerships and transactions;financial ratios (including those measuring
liquidity, activity, profitability or leverage);debt levels or reductions;sales-related goals;financing and other capital raising transactions; cash on hand;acquisition activity;investment sourcing activity; and marketing initiatives, any of which may be measured in absolute terms or as compared to any incremental increase or decrease. Such performance goals also may be based
solely by reference to the Companys performance or the performance of a Subsidiary, division, business segment or business unit of the Company or a Subsidiary, or based upon performance relative to performance of other companies. The Committee
may provide for exclusion of the impact of an event or occurrence which the Committee determines should appropriately be excluded, including (a) restructurings, discontinued operations, extraordinary items, and other unusual, infrequently
occurring or non-recurring charges or events, (b) asset write-downs, (c) litigation or claim judgments or settlements, (d) acquisitions or divestitures, (e) reorganization or change in the
corporate structure or capital structure of the Company, (f) an event either not directly related to the operations of the Company, Subsidiary, division, business segment or business unit or not within the reasonable control of management,
(g) foreign exchange gains and losses, (h) a change in the fiscal year of the Company, (i) the refinancing or repurchase of bank loans or debt securities, (j) unbudgeted capital expenditures, (k) the issuance or repurchase
of equity securities and other changes in the number of outstanding shares, (l) conversion of some or all of convertible securities to Ordinary Shares, (m) any business interruption event, (n) the cumulative effects of tax or
accounting changes in accordance with U.S. generally accepted accounting principles, or (o) the effect of changes in other laws or regulatory rules affecting reported results. 11.30    Plan means this Incentive Award Plan. 11.31    Restricted Shares means Shares awarded to a Participant under Article VI subject
to certain vesting conditions and other restrictions. 11.32    Restricted Share Unit means
an unfunded, unsecured right to receive, on the applicable settlement date, one Share or an amount in cash or other consideration determined by the Administrator to be of equal value as of such settlement date, subject to certain vesting conditions
and other restrictions. 11.33    Rule 16b-3 means
Rule 16b-3 promulgated under the Exchange Act.  17




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11.34    Section409A means Section 409A of the Code and
all regulations, guidance, compliance programs and other interpretative authority thereunder. 11.35    Securities Act means the Securities Act of 1933, as amended. 11.36    Service Provider means an Employee, Consultant or Director. 11.37    Share Appreciation Right means a share appreciation right granted under Article V. 11.38    Shares means Ordinary Shares. 11.39    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 at least 50% of the total
combined voting power of all classes of securities or interests in one of the other entities in such chain. 11.40    Substitute Awards shall mean Awards granted or Shares issued by the Company in
assumption of, or in substitution or exchange for, awards previously granted, or the right or obligation to make future awards, in each case by a company acquired by the Company or any Subsidiary or with which the Company or any Subsidiary combines. 11.41    Tax-Related Items means any and all taxes
(including, without limitation, income tax, social insurance, payroll tax, fringe benefits tax, payment on account, employment tax, stamp tax or other tax-related items related to Participants
participation in the Plan and legally applicable or deemed applicable to Participant and any employer tax liability which has been transferred to a Participant) for which a Participant is liable in connection with Awards and/or Shares. 11.42    Termination of Service means the date the Participant ceases to be a Service Provider. * * * * *  18