EX-10.14






Exhibit 10.14




LE GAGA HOLDINGS LIMITED

2010 SHARE INCENTIVE PLAN




ARTICLE 1.



PURPOSE



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



ARTICLE 2.




DEFINITIONS AND CONSTRUCTION



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



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



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



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



     2.4 “Article” means an article of this Plan.



     2.5 “Award” shall mean an Option, a Restricted Share award, a Restricted Share Unit
award, a Dividend Equivalents award, a Deferred Share award, a Share Payment award



 









 




or a Share Appreciation Right, which may be awarded or granted under the Plan (collectively,
“Awards”).




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



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



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



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



     2.10 “Company” shall mean Le Gaga Holdings Limited, a Cayman Islands corporation.



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



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



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



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



          (c) the sale, transfer or other disposition of all or substantially all of the assets of the
Company (other than to a Parent, Subsidiary or Related Entity);



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



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



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



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



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



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



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



     2.17 “Eligible Individual” shall mean any person who is an Employee, a Consultant or
a Non-Employee Director as determined by the Committee; provided, however, that Awards
shall not be granted to Consultants or Non-Employee Directors who are resident of any country in
the European Union, and any other country which pursuant to Applicable Laws does not allow grants
to non-employees.



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



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



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



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



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



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



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



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



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



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



     2.25 “Option” shall mean a right to purchase Shares at a specified exercise price,
granted under Article 5. An Option shall be either a Non-Qualified Option or an Incentive Option;
provided, however, that Incentive Options may only be granted to Employees.



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



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     2.27 “Plan” shall mean this Le Gaga Holdings Limited 2010 Share Incentive Plan, as it
may be amended or restated from time to time.



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



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



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



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



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



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



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



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



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



     2.37 “Substitute Award” shall mean an Award granted under the Plan upon the
assumption of, or in substitution for, outstanding equity awards previously granted by a company
or other entity in connection with a Corporate Transaction; provided, however,
that in no event shall the term “Substitute Award” be construed to refer to an award made in
connection with the cancellation and repricing of an Option or Share Appreciation Right.



     2.38 “Termination of Service” shall mean,



     (a) As to a Consultant, the time when the engagement of a Holder as a Consultant to a
Service Recipient is terminated for any reason, with or without cause, including, without



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limitation, by resignation, discharge, death or retirement, but excluding terminations where the
Consultant simultaneously commences or remains in employment or service with the Company, any
Subsidiary or any Related Entity.




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



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



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



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



ARTICLE 3.




SHARES SUBJECT TO THE PLAN



     3.1 Number of Shares.



          (a) Subject to Section 12.1 and Section 3.1(b), the aggregate number of Shares which may be
issued or transferred pursuant to Awards under the Plan is the sum of (i) 60,000,000, and (ii) an
annual increase on the first day of each year beginning in the year ending December 31, 2011 and
ending in the year ending December 31, 2021, equal to the lesser of (A)



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60,000,000 Shares, (B) two percent (2%) of the Shares outstanding (on an as converted basis)
on the last day of the immediately preceding fiscal year and (C) such smaller number of Shares as
determined by the Board.




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



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



ARTICLE 4.




GRANTING OF AWARDS



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



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



     4.3 Jurisdictions. Notwithstanding any provision of the Plan to the contrary, in
order to comply with the laws in the jurisdictions in which the Service Recipients operate or have
Eligible Individuals, or in order to comply with the requirements of any securities exchange, the
Administrator, in its sole discretion, shall have the power and authority to: (a)



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determine which Subsidiaries and Related Entities shall be covered by the Plan; (b) determine
which Eligible Individuals are eligible to participate in the Plan; (c) modify the terms and
conditions of any Award granted to Eligible Individuals to comply with Applicable Laws; (d)
establish subplans and modify exercise procedures and other terms and procedures, to the extent
such actions may be necessary or advisable (any such subplans and/or modifications shall be
attached to the Plan as appendices); provided, however, that no such subplans
and/or modifications shall increase the share limitations contained in Section 3.1; and (e) take
any action, before or after an Award is made, that it deems advisable to obtain approval or comply
with any Applicable Laws including necessary local governmental regulatory exemptions or approvals
or listing requirements of any such securities exchange. Notwithstanding the foregoing, the
Administrator may not take any actions hereunder, and no Awards shall be granted, that would
violate the any Applicable Laws.




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



ARTICLE 5.




OPTIONS



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



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



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



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by the Administrator either in the Award Agreement or by action of the Administrator following
the grant of the Option.




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



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



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



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



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



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



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



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



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



     5.2 Incentive Options. Incentive Options may be granted to Employees of the Company,
a Parent or Subsidiary of the Company (which qualify as a parent or subsidiary corporation under
Section 424(e) and (f) of the Code respectively). Incentive Options may not be granted to
Employees of a Related Entity or to Non-Employee Directors or Consultants. The terms of any
Incentive Options granted pursuant to the Plan, in addition to the requirements of Section 5.1,
must comply with the following additional provisions of this Section 5.2:



          (a) Expiration of Option. An Incentive Option may not be exercised to any extent by
anyone after the first to occur of the following events, unless otherwise approved by the
Administrator in a separate resolution:



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



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



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



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



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



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




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



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



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



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



ARTICLE 6.




AWARD OF RESTRICTED SHARES



     6.1 Award of Restricted Share.



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



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



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



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any extraordinary distributions with respect to the Shares shall be subject to the
restrictions set forth in Section 6.3.




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



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



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



12









 





ARTICLE 7.




AWARD OF DIVIDEND EQUIVALENTS, DEFERRED SHARES, SHARE PAYMENTS,

RESTRICTED SHARE UNITS



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



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



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



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



13









 





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



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



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



ARTICLE 8.




AWARD OF SHARE APPRECIATION RIGHTS



     8.1 Grant of Share Appreciation Rights.



          (a) The Administrator is authorized to grant Share Appreciation Rights to Eligible Individuals
from time to time, in its sole discretion, on such terms and conditions as it may determine
consistent with the Plan. The term of any Share Appreciation Right granted under the Plan shall
not exceed ten years. Except as limited by the requirements of Section 409A or Section 422 of the
Code and regulations and rulings thereunder, the Administrator may extend the term of any
outstanding Share Appreciation Right, and may extend the time period during which vested Share
Appreciation Rights may be exercised, in connection with any Termination of Service of the Holder,
and may amend any other term or condition of such Share Appreciation Right relating to such a
Termination of Service.



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



          (c) The exercise price per Share subject to an Share Appreciation Right shall be determined by
the Administrator and set forth in the Award Agreement which may be a fixed or variable price
related to the Fair Market Value of the Shares; provided, however, that no Share
Appreciation Right may be granted to an individual subject to taxation in the United States at less
than the Fair Market Value on the date of grant, without compliance with Section 409A of



14









 




the Code, or the Holder’s consent. The exercise price per Share subject to a Share
Appreciation Right may be amended or adjusted in the absolute discretion of the Administrator, the
determination of which shall be final, binding and conclusive. For the avoidance of doubt, to the
extent not prohibited by Applicable Laws (including any applicable securities exchange rule), a
downward adjustment of the exercise prices of Share Appreciation Rights mentioned in the preceding
sentence shall be effective without the approval of the Company’s shareholders or the approval of
the affected Holders.




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



     8.2 Share Appreciation Right Vesting.



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



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



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



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



          (b) Such representations and documents as the Administrator, in its sole discretion, deems
necessary or advisable to effect compliance with all applicable provisions of the Securities Act
and any other federal, state or foreign securities laws or regulations. The




15












 




Administrator may, in its sole discretion, also take whatever additional actions it deems appropriate to effect such compliance; and



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



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



ARTICLE 9.




ADDITIONAL TERMS OF AWARDS



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



     9.2 Tax Withholding. No Shares shall be delivered under the Plan to any Holder until
such Holder has made arrangements acceptable to the Administrator for the satisfaction of any
income, employment, social welfare or other tax withholding obligations under Applicable Laws.
Each Service Recipient shall have the authority and the right to deduct or withhold, or require a
Holder to remit to the applicable Service Recipient, an amount sufficient to satisfy federal,
state, local and foreign taxes (including the Holder’s employment, social welfare or other tax
obligations) required by Applicable Laws to be withheld with respect to any taxable event
concerning a Holder arising as a result of the Plan. The Administrator may in its sole discretion
and in satisfaction of the foregoing requirement allow a Holder to elect to have the Company
withhold Shares otherwise issuable under an Award (or allow the surrender of Shares). The number
of Shares which may be so withheld or surrendered shall be limited to the number of Shares which
have a Fair Market Value on the date of withholding or repurchase equal to the aggregate amount of
such liabilities based on the minimum statutory withholding



16









 




rates for tax purposes that are applicable to such taxable income. The Administrator shall
determine the Fair Market Value of the Shares, consistent with Applicable Law, for tax withholding
obligations due in connection with a broker-assisted cashless Option or Share Appreciation Right
exercise involving the sale of shares to pay the Option or Share Appreciation Right exercise price
or any tax withholding obligation.




     9.3 Transferability of Awards.



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



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



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



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



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



17









 





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



     9.4 Conditions to Issuance of Shares.



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



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



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



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



          (e) Notwithstanding any other provision of the Plan, unless otherwise determined by the
Administrator or required by any Applicable Law, rule or regulation, the Company shall not deliver
to any Holder certificates evidencing Shares issued in connection with



18









 




any Award and instead such Shares shall be recorded in the books of the Company (or, as
applicable, its transfer agent or share plan administrator).




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



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



ARTICLE 10.




ADMINISTRATION



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



19









 





     10.2 Duties and Powers of Committee. It shall be the duty of the Committee to
conduct the general administration of the Plan in accordance with its provisions. The Committee
shall have the power to interpret the Plan and the Award Agreement, and to adopt such rules for
the administration, interpretation and application of the Plan as are not inconsistent therewith,
to interpret, amend or revoke any such rules and to amend any Award Agreement provided that the
rights or obligations of the Holder of the Award that is the subject of any such Award Agreement
are not affected adversely by such amendment, unless the consent of the Holder is obtained or such
amendment is otherwise permitted under Section 11.10. Any such grant or award under the Plan need
not be the same with respect to each holder. Any such interpretations and rules with respect to
Incentive Options shall be consistent with the provisions of Section 422 of the Code. In its sole
discretion, the Board may at any time and from time to time exercise any and all rights and duties
of the Committee under the Plan except with respect to matters which under Applicable Law are
required to be determined in the sole discretion of the Committee.



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



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



          (a) Designate Eligible Individuals to receive Awards;



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



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



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



          (e) Determine whether, to what extent, and pursuant to what circumstances an Award may be
settled in, or the exercise price of an Award may be paid in



20









 




cash, Shares, other Awards, or other property, or an Award may be canceled, forfeited, or
surrendered;




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



          (g) Decide all other matters that must be determined in connection with an Award, including
without limitation, cancel or redeem an outstanding Award (including but not limited to an
outstanding Option with an exercise price exceeding the Fair Market Value of the underlying
Shares), in exchange for cash, another Award or a combination of Awards, on terms and conditions
the Administrator determines and communicates to the holder of such outstanding Award;



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



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



          (j) Adjust the exercise price per Share subject to an Option; and



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



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



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



ARTICLE 11.




MISCELLANEOUS PROVISIONS



     11.1 Effective Date. The Plan has been adopted and approved by the Board, subject to
shareholder approval. The Plan will be effective as of the date it is approved by the



21









 




Company’s shareholders (the “Effective Date”). The Plan will be deemed to be
approved by the shareholders if it receives the affirmative vote of a majority (in excess of 50%)
of the votes of the Shares entitled to vote and present at a meeting duly held in accordance with
the applicable provisions of the Company’s Memorandum of Association and Articles of Association.




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



     11.3 Amendment, Suspension or Termination of the Plan. Except as otherwise provided
in this Section 11.3, at any time and from time to time, the Administrator may terminate, amend or
modify the Plan; provided, however, that (a) to the extent necessary and desirable to
comply with Applicable Laws the Company shall obtain shareholder approval of any Plan amendment in
such a manner and to such a degree as required, and (b) shareholder approval is required for any
amendment to the Plan that (i) increases the number of Shares available under the Plan (other than
any adjustment as provided by Article 12), (ii) permits the Administrator to extend the term of
the Plan or the exercise period for an Option or Share Appreciation Right beyond ten years from
the date of grant, or (iii) results in a material increase in benefits or a change in eligibility
requirements. Except as provided in the Plan or any Award Agreement, no amendment, suspension or
termination of the Plan shall, without the consent of the Holder, impair any rights or obligations
under any Award theretofore granted or awarded.



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



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



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



     11.7 Compliance with Laws. The Plan, the granting and vesting of Awards under the
Plan and the issuance and delivery of Shares and the payment of money under the Plan or under
Awards granted or awarded hereunder are subject to compliance with all Applicable



22









 




Laws, rules and regulations (including but not limited to securities law and margin
requirements), and to such approvals by any listing, regulatory or governmental authority as may,
in the opinion of counsel for the Company, be necessary or advisable in connection therewith. Any
securities delivered under the Plan shall be subject to such restrictions, and the person
acquiring such securities shall, if requested by the Company, provide such assurances and
representations to the Company as the Company may deem necessary or desirable to assure compliance
with all applicable legal requirements. To the extent permitted by Applicable Law, the Plan and
Awards granted or awarded hereunder shall be deemed amended to the extent necessary to conform to
such laws, rules and regulations.




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



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



     11.10 Section 409A. To the extent that the Administrator determines that any Award
granted under the Plan is subject to Section 409A of the Code, the Award Agreement evidencing such
Award shall incorporate the terms and conditions required by Section 409A of the Code. To the
extent applicable, the Plan and Award Agreements shall be interpreted in accordance with Section
409A of the Code and Department of Treasury regulations and other interpretive guidance issued
thereunder, including without limitation any such regulations or other guidance that may be issued
after the Effective Date. Notwithstanding any provision of the Plan to the contrary, in the event
that following the Effective Date the Administrator determines that any Award may be subject to
Section 409A of the Code and related Department of Treasury guidance (including such Department of
Treasury guidance as may be issued after the Effective Date), the Administrator may adopt such
amendments to the Plan and the applicable Award Agreement or adopt other policies and procedures
(including amendments, policies and procedures with retroactive effect), or take any other
actions, that the Administrator determines are necessary or appropriate to (a) exempt the Award
from Section 409A of the Code and/or preserve the intended tax treatment of the benefits provided
with respect to the Award, or (b) comply with the requirements of Section 409A of the Code and
related Department of Treasury guidance and thereby avoid the application of any penalty taxes
under such Section.



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



     11.12 No Right to Employment or Services. Nothing in the Plan or any Award Agreement
shall interfere with or limit in any way the right of the Service Recipient to



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terminate any Holder’s employment or services at any time, nor confer upon any Holder any
right to continue in the employ or service of any Service Recipient.




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



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



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



     11.16 Expenses. The expenses of administering the Plan shall be borne by the Service
Recipients.



ARTICLE 12.




CHANGES IN CAPITAL STRUCTURE



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



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share for any outstanding Awards under the Plan. The form and manner of any such adjustments
shall be determined by the Administrator in its sole discretion.




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



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



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



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



* * * * *





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