China Oumei Real Estate Inc.: Exhibit 10.1- Filed by newsfilecorp.com






Exhibit 10.1

CHINA OUMEI REAL ESTATE INC. 

2010 EQUITY INCENTIVE PLAN 

	1. 	
      Purposes of the Plan. China Oumei Real Estate
      Inc., a Cayman Islands company (the “Company”) hereby establishes
      the CHINA OUMEI REAL ESTATE INC. 2010 EQUITY INCENTIVE PLAN (the
      “Plan”). The purposes of this Plan are to promote the long-term
      growth and profitability of the Company and its Affiliates by stimulating
      the efforts of Employees, Directors and Consultants of the Company and its
      Affiliates who are selected to be participants, aligning the long-term
      interests of participants with those of shareholders, heightening the
      desire of participants to continue in working toward and contributing to
      the success of the Company, attracting and retaining the best available
      personnel for positions of substantial responsibility, and generally
      providing additional incentive for them to promote the success of the
      Company’s business through the grant of Awards of or pertaining to shares
      of the Company’s ordinary shares. The Plan permits the grant of Incentive
      Share Options, Nonstatutory Share Options, Restricted Shares, Restricted
      Share Units, Share Appreciation Rights, Performance Units, Performance
      Shares and Share Grants as the Administrator may determine.

	 	 
	2. 	
      Definitions. The following definitions will apply
      to the terms in the Plan:



“Administrator” means the Board or any of its Committees
as will be administering the Plan, in accordance with Section 4. 

“Affiliate” means any corporation, partnership, limited
liability company, limited liability partnership, business trust, or other
entity or person controlling, controlled by or under common control of the
Company, as determined by the Administrator in its sole discretion. For purposes
of this defined term, “control” means having the power to direct or appoint the
management of a company and “controlled” or “controlling” shall have correlative
meanings. The term “Affiliate” shall include any business venture in which the
Company has a direct or indirect significant interest, as determined by the
Administrator in its sole discretion. 

“Applicable Laws” means the requirements relating to the
administration of equity-based awards under U.S. state corporate laws, U.S.
federal and state securities laws, the Code, any share exchange or quotation
system on which the ordinary shares are listed or quoted and the applicable laws
of any foreign country or jurisdiction where Awards are, or will be, granted
under the Plan. 

“Award” means, individually or collectively, a grant
under the Plan of Options, SARs, Restricted Shares, Restricted Share Units,
Share Grants, Performance Units or Performance Shares. 

“Award Agreement” means the written or electronic
agreement setting forth the terms and provisions applicable to each Award
granted under the Plan. The Award Agreement is subject to the terms and
conditions of the Plan. 

“Board” means the Board of Directors of the Company.


“Change in Control” means the occurrence of any of the
following events:

	 	(i) 	
      Any “person” (as such term is used in Sections 13(d) and
      14(d) of the Exchange Act) becomes the “beneficial owner” (as defined in
      Rule 13d-3








	 		
      of the Exchange Act), directly or indirectly, of
      securities of the Company representing fifty percent (50%) or more of the
      total voting power represented by the Company's then outstanding voting
      securities; provided however, that for purposes of this subsection, the
      following shall not constitute a Change in Control: (1) any acquisition of
      securities directly from the Company other than an acquisition by virtue
      of the exercise of a conversion privilege unless the security being so
      converted was itself acquired directly from the Company; (2) any
      acquisition by the Company; or (3) any acquisition by an employee benefit
      plan (or related trust) sponsored or maintained by the Company or any
      entity controlled by the Company or

	 	 	 
	 	(ii) 	
      A change in the composition of the Board occurring within
      a two-year period, as a result of which fewer than a majority of the
      directors are Incumbent Directors. “Incumbent Directors” means
      directors who either (A) are Directors as of the effective date of the
      Plan, or (B) are elected, or nominated for election, to the Board with the
      affirmative votes of at least a majority of the Directors at the time of
      such election or nomination (except where such election or nomination is
      in connection with an actual or threatened proxy contest relating to the
      election of directors to the Company);

	 	 	 
	 	(iii) 	
      The consummation of the sale, transfer or other
      disposition by the Company of all or substantially all of the Company's
      assets, except with respect to a sale, transfer or other disposition of
      assets to a Parent, Subsidiary, or Affiliate;

	 	 	 
	 	(iv) 	
      The consummation of a merger or consolidation of the
      Company with or into any other person, unless securities possessing more
      than 50% of the total combined voting power of the survivor’s or
      acquiror’s outstanding securities (or the securities of any parent
      thereof) are held by a person or persons who directly or indirectly held
      securities possessing more than 50% of the total combined voting power of
      the Company’s outstanding securities immediately prior to that
      transaction.



For avoidance of doubt, a transaction will not constitute a
Change in Control if: (i) its sole purpose is to change the state of the
Company’s incorporation, or (ii) its sole purpose is to create a holding company
that will be owned in substantially the same proportions by the persons who held
the Company’s securities immediately before such transaction.

“Code” means the Internal Revenue Code of 1986, as
amended. Any reference in the Plan to a section of the Code will be a reference
to any successor or amended section of the Code. 

“Committee” means a committee or subcommittee of
Directors or of other individuals satisfying Applicable Laws appointed by the
Board in accordance with Section 4 hereof. 

“Company” means CHINA OUMEI REAL ESTATE INC., a Cayman
Islands company, or any successor thereto. For purposes of the Plan, the term
“Company” shall include any present or future Parent and Subsidiary.




“Consultant” means any person, including an advisor,
engaged by the Company or any Affiliate of the Company to render services to
such entity. 

“Covered Employee” means an employee who is a “covered
employee” within the meaning of Section 162(m) of the Code. 

“Designated Beneficiary” means the beneficiary
designated by a Participant, in a manner determined by the Administrator, to
receive amounts due or exercise rights of the Participant in the event of the
Participant’s death or, in the absence of an effective designation by a
Participant, the Participant’s estate. 

“Director” means a member of the Board or any board of
directors (or similar governing authority) of any Affiliate, including a
non-employee Director. 

“Employee” means any person, including Officers and
Directors, employed by the Company or any Affiliate of the Company. Neither
service as a Director nor payment of a director's fee by the Company will be
sufficient to constitute “employment” by the Company. 

“Exchange Act” means the Securities Exchange Act of
1934, as amended. 

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

	 	(i) 	
      If the ordinary shares are listed on any established
      share exchange or a national market system, including without limitation,
      any division or subdivision of the Nasdaq Stock Market, its Fair Market
      Value will be the closing sales price for such ordinary shares (or the
      closing bid, if no sales were reported) as quoted on such exchange or
      system on the day of determination or, if no closing price is reported on
      that date, the closing price on the next preceding date for which a
      closing price is reported, as reported in The Wall Street Journal or such
      other source as the Administrator deems reliable; or

	 	 	 
	 	(ii) 	
      If the ordinary shares are regularly quoted by a
      recognized securities dealer but selling prices are not reported,
      including without limitation quotation through the over the counter
      bulletin board (“OTCBB”) quotation service administered by the
      Financial Industry Regulatory Authority (“FINRA”), the Fair Market
      Value of a Share will be the mean between the high bid and low asked
      prices for the ordinary shares on the day of determination, as reported in
      The Wall Street Journal or such other source as the Administrator deems
      reliable; or

	 	 	 
	 	(iii) 	
      In the absence of an established share exchange or a
      national market system for, or regular quotation by a recognized
      securities dealer of, the ordinary shares, the Fair Market Value will be
      determined in good faith by the Administrator, and to the extent Section
      15 applies (a) with respect to ISOs, the Fair Market Value shall be
      determined in a manner consistent with Code Section 422 or (b) with
      respect to NSOs or SARs, the Fair Market Value shall be determined in a
      manner consistent with Code Section 409A.












“Forfeiture” means the compulsory repurchase of a Share by the Company at par, with such repurchase proceeds to be retained by the Company. 


“Grant Date” means, for all purposes, the date on which the Administrator determines to grant an Award, or such other later date as is determined by the Administrator, provided that the Administrator cannot grant an Award prior to
the date the material terms of the Award are established. Notice of the Administrator’s determination to grant an Award will be provided to each Participant within a reasonable time after the Grant Date.


“Incentive Share Option” or “ISO” means an Option that by its terms qualifies and is otherwise intended to qualify as an Incentive Share Option within the meaning of Section 422 of the Code and the regulations promulgated
thereunder. 


“Nonstatutory Share Option” or “NSO” means an Option that by its terms does not qualify or is not intended to qualify as an ISO. 


“Officer” means a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder. 


“Option” means a share option granted pursuant to the Plan. 


“Optionee” means the holder of an outstanding Option. 


“Parent” means a “parent corporation,” whether now or hereafter existing, as defined in Section 424(e) of the Code. 


“Participant” means the holder of an outstanding Award. 


“Performance Period” means, in respect of a Performance Share or Performance Unit or Qualified Performance-Based Awards, the time period during which the performance objectives or other vesting provisions must be met.


“Performance Share” means an Award denominated in Shares which may vest in whole or in part upon attainment of performance goals or other vesting criteria as the Administrator may determine pursuant to Section 10. 


“Performance Unit” means an Award which may vest in whole or in part upon attainment of performance goals or other vesting criteria as the Administrator may determine and which may be settled for cash, Shares or other securities or
a combination of the foregoing pursuant to Section 10. 


“Period of Restriction” means the period during which Restricted Shares or Restricted Share Units are subject to forfeiture. 


“Plan” means this 2010 Equity Incentive Plan. 


“Qualified Performance-Based Award” means an Award intended to qualify as “performance-based compensation” under Section 162(m) of the Code. 


“Restricted Shares” means Shares awarded to a Participant subject to forfeiture in accordance with Section 7. 






“Restricted Share Unit” means the right to receive one
Share at or after the end of the Period of Restriction, which right is subject
to forfeiture in accordance with Section 8 of the Plan. 

“Securities Act” means the Securities Act of 1933, as
amended. 

“Service Provider” means an Employee, Director or
Consultant. 

“Share” means an ordinary share in the Company, as
adjusted in accordance with Section 13. 

“Share Appreciation Right” or “SAR” means the
right to receive payment from the Company in an amount no greater than the
excess of the Fair Market Value of a Share at the date the SAR is exercised over
a specified price fixed by the Administrator in the Award Agreement, which shall
not be less than the Fair Market Value of a Share on the Grant Date. In the case
of a SAR which is granted in connection with an Option, the specified price
shall be the Option exercise price.

“Share Grant” means the grant of Shares not subject to
risk of forfeiture or restrictions on transferability. 

“Subsidiary” means a “subsidiary corporation,” whether
now or hereafter existing, as defined in Section 424(f) of the Code. 

“Ten Percent Owner” means any Service Provider who is,
on the grant date of an ISO, the owner of Shares (determined with application of
ownership attribution rules of Section 424(d)) of the Code possessing more than
10% of the total combined voting power of all classes of shares of the Company,
or any Parent or Subsidiaries. 

	3. 	
      Shares Subject to the Plan.

	 	 	 
		a. 	
      Shares Subject to the Plan. Subject to the
      provisions of Section 13, the maximum aggregate number of Shares
      that may be issued under the Plan is three million (3,000,000)
    Shares.

	 	 	 
		b. 	
      Lapsed Awards. If an Award expires or becomes
      unexercisable without having been exercised in full or, with respect to
      Restricted Shares, Restricted Share Units, Performance Shares or
      Performance Units, is forfeited in whole or in part to the Company, the
      unpurchased, forfeited or unissued Shares (as the case may be) which were
      subject to the Award will become available for future grant or sale under
      the Plan (unless the Plan has terminated). With respect to SARs, only
      Shares actually issued pursuant to an SAR will cease to be available under
      the Plan; all remaining Shares subject to the SARs will remain available
      for future grant or sale under the Plan (unless the Plan has terminated).
      Shares that are exchanged by a Participant or withheld by the Company to
      pay the full or partial exercise price of an Award or to satisfy tax
      withholding obligations with respect to an Award will become available for
      future grant or sale under the Plan. Notwithstanding the foregoing, Shares
      that have actually been issued under the Plan under any Award will not be
      returned to the Plan and will not become available for future distribution
      under the Plan; provided, however, that if Shares issued pursuant to
      Awards of Restricted Shares, Restricted Share Units, Performance Shares or
      Performance Units are forfeited to the Company, such Shares will become
      available for future grant under the Plan. To the extent an Award under the Plan is paid
      out in cash rather than Shares, such cash payment will not result in
      reducing the number of Shares available for issuance under the Plan. To
      the extent required by Section 162(m) of the Code in order for Awards to
      be exempt from the tax deduction limits thereof, Shares subject to Awards
      that are cancelled shall not be available for future grant or sale under
      the Plan.








	 	c. 	
      Share Reserve. The Company, during the term of
      this Plan, will at all times reserve and keep available such number of
      Shares as will be sufficient to satisfy the requirements of the
    Plan.




	4. 	
      Administration of the Plan.

	 	 	 	 
		a. 	
      Procedure. The Plan shall be administered by the
      Board or a Committee (or Committees) appointed by the Board, which
      Committee shall be constituted to comply with Applicable Laws. If and so
      long as the ordinary shares are registered under Section 12(b) or 12(g) of
      the Exchange Act, the Board shall consider in selecting the Administrator
      and the membership of any committee acting as Administrator the
      requirements regarding: (i) “nonemployee directors” within the meaning of
      Rule 16b-3 under the Exchange Act; (ii) “independent directors” as
      described in the listing requirements for any share exchange on which
      Shares are listed; and (iii) Section 15(b)(i) of the Plan, if the
      Company grants any Qualified Performance-Based Award. The Board may
      delegate the responsibility for administering the Plan with respect to
      designated classes of eligible Participants to different committees
      consisting of two or more members of the Board, subject to such
      limitations as the Board or the Administrator deems appropriate. Committee
      members shall serve for such term as the Board may determine, subject to
      removal by the Board at any time.

	 	 	 	 
		b. 	
      Powers of the Administrator. Subject to the
      provisions of the Plan and the approval of any relevant authorities, and
      in the case of a Committee, subject to the specific duties delegated by
      the Board to such Committee, the Administrator will have the authority, in
      its discretion:

	 	 	 	 
			i. 	
      to determine the Fair Market Value;

	 	 	 	 
			ii. 	
      to select the Service Providers to whom Awards may be
      granted hereunder;

	 	 	 	 
			iii. 	
      to determine the type of Award and number of Shares to be
      covered by each Award granted hereunder;

	 	 	 	 
			iv. 	
      to approve forms of agreement for use under the
    Plan;

	 	 	 	 
			v. 	
      to determine the terms and conditions, not inconsistent
      with the terms of the Plan, of any Award granted hereunder. Such terms and
      conditions include, but are not limited to, the exercise price, the time
      or times when Awards may be exercised (which may be based on continued
      employment, continued service or performance criteria), any vesting
      acceleration (whether by reason of a Change of Control or otherwise) or
      waiver of forfeiture, and any restriction or limitation regarding any
      Award or the Shares relating thereto, based in each case on such factors
      as the Administrator, in its sole discretion, will
  determine;








	 	vi. 	
      to construe and interpret the terms of the Plan and
      Awards granted pursuant to the Plan, including the right to construe
      disputed or doubtful Plan and Award provisions;

	 	 	 
	 	vii. 	
      to prescribe, amend and rescind rules and regulations
      relating to the Plan;

	 	 	 
	 	viii. 	
      to modify or amend each Award to the extent any
      modification or amendment is consistent with the terms of the Plan, and
      does not materially impair the rights of any Participant unless mutually
      agreed otherwise between the Participant and the Administrator, which
      agreement must be in writing and signed by the Participant and the
      Company;

	 	 	 
	 	ix. 	
      to allow Participants to satisfy withholding tax
      obligations in such manner as prescribed in Section 14;

	 	 	 
	 	x. 	
      to authorize any person to execute on behalf of the
      Company any instrument required to effect the grant of an Award previously
      granted by the Administrator;

	 	 	 
	 	xi. 	
      to delay issuance of Shares or suspend Participant’s
      right to exercise an Award as deemed necessary to comply with Applicable
      Laws;

	 	 	 
	 	xii 	
      to the extent permitted by Applicable Laws, to delegate,
      as it may deem appropriate, to one or more executive officers of the
      Company the authority to grant Awards to Service Providers who are not
      Officers and Directors, and exercise such other powers under the Plan as
      the Administrator may determine, in accordance with such guidelines as the
      Administrator shall set forth at any time or from time to time;
  and

	 	 	 
	 	xiii. 	
      to make all other determinations deemed necessary or
      advisable for administering the Plan.




		c. 	
      Effect of Administrator's Decision. The
      Administrator’s decisions, determinations and interpretations will be
      final and binding on all Participants and any other holders of Awards. Any
      decision or action taken or to be taken by the Administrator, arising out
      of or in connection with the construction, administration, interpretation
      and effect of the Plan and of its rules and regulations, shall, to the
      maximum extent permitted by Applicable Laws, be within its absolute
      discretion (except as otherwise specifically provided in the Plan) and
      shall be final, binding and conclusive upon the Company, all Participants
      and any person claiming under or through any Participant.

	 	 	 
	5. 	
      Authorization of Grants

	 	 	 
		a. 	
      Eligibility. NSOs, Restricted Shares, Restricted
      Share Units, SARs, Performance Units and Performance Shares may be granted
      to Service Providers either alone or in combination with any other Awards.
      ISOs may be granted as specified in Section 15(a) to employees of
      the Company, and of any Parent or Subsidiary.

	 	 	 
		b. 	
      General Terms of Awards. Each grant of an Award
      shall be subject to all applicable terms and conditions of the Plan
      (including but not limited to any specific terms and conditions applicable
      to that type of Award set out in the following Sections), and such other
      terms and conditions, not inconsistent with the terms of the Plan, as
      the Administrator may prescribe. Any additional terms of an
      Award shall be set forth in an agreement evidencing the Award by and
      between the Company and the Participant.








		c. 	
      Vesting Conditions. The Administrator may impose
      vesting schedules, limitations on transferability and forfeiture
      conditions on any Award granted under this Plan as the Administrator in
      its sole discretion may deem advisable or appropriate, on the basis of
      such conditions, including but not limited to, achievement of
      Company-wide, business unit, or individual goals (including, but not
      limited to, continued status as a Service Provider), or any other basis
      the Administrator may determine in its discretion and provide for in the
      applicable Award Agreement. Specifically, the options granted under the
      2010 Plan are performance-based and do not begin vesting until the
      consummation of the Company’s initial public offering. However, upon the
      consummation of the Company’s initial public offering, the Option shall
      have an immediate vesting of all Shares that would have vested between the
      Grant Date and the consummation of the Company’s initial public offering.
      The Administrator, in its discretion, may accelerate the time at which any
      such restrictions will lapse or be removed. The Administrator may, in its
      discretion, also provide for such complete or partial exceptions to an
      employment or service restriction as it deems equitable.

	 	 	 
		d. 	
      Effect of Termination of Employment, Etc. Except
      as otherwise provided in Section 13, unless the Administrator in its sole
      discretion shall at any time determine otherwise with respect to any
      Award, if the Participant’s employment or other association with the
      Company and its Affiliates ends for any reason, including because of the
      Participant’s employer ceasing to be an Affiliate, (a) any outstanding
      Option or SAR of the Participant shall cease to be exercisable in any
      respect not later than three (3) months following that event and, for the
      period it remains exercisable following that event, shall be exercisable
      only to the extent exercisable at the date of that event, and (b) any
      other outstanding Award of the Participant shall be forfeited or otherwise
      subject to return to or repurchase by the Company on the terms specified
      in the applicable Award Agreement. Military or sick leave or other bona
      fide leave shall not be deemed a termination of employment or other
      association, provided that it does not exceed the longer of three
      (3) months days or the period during which the absent Participant’s
      reemployment rights, if any, are guaranteed by statute or by
    contract.

	 	 	 
	6. 	
      Share Options.

	 	 	 
		a. 	
      Grant of Options. Subject to the terms and
      conditions of the Plan, the Administrator, at any time and from time to
      time, may grant Options to Service Providers in such amounts as the
      Administrator will determine in its sole discretion. The Administrator may
      grant NSOs, ISOs, or any combination of the two. ISOs shall be granted in
      accordance with Section 15(a) of the Plan.

	 	 	 
		b. 	
      Option Award Agreement. Each Option shall be
      evidenced by an Award Agreement that shall specify the type of Option
      granted, the Option’s exercise price, the exercise date, the term of the
      Option, the number of Shares to which the Option pertains, vesting
      criteria and such other terms and conditions (which need not be identical
      among Participants) as the Administrator shall determine in its sole
      discretion. If the Award Agreement does not specify that the Option is to
      be treated as an ISO, the Option shall be deemed a NSO.

	 	 	 
		c. 	
      Exercise Price. The per Share exercise price for
      the Shares to be issued pursuant to exercise of an Option will be no less
      than the Fair Market Value per Share on the
Grant Date. Notwithstanding the above or any other term in this
      Plan or any Award Agreement, Shares shall be issued pursuant to exercise
      of an Option at a price at least equal to their par value.








	 	d. 	
      Term of Options. The term of each Option will be
      stated in the Award Agreement. Unless terminated sooner in accordance with
      the Plan or Award Agreement, no Option shall be exercisable on or after
      the tenth anniversary of the Grant Date.

	 	 	 	 	 
	 	e. 	
      Time and Form of Payment.

	 	 	 	 	 
	 		i. 	
      Exercise Date. Each Award Agreement shall specify
      how and when Shares covered by an Option may be purchased. The Award
      Agreement may specify waiting periods, the dates on which Options become
      exercisable or “vested” and, subject to the termination provisions of the
      Option, exercise periods. The Administrator may accelerate the
      exercisability of any Option or portion thereof.

	 	 	 	 	 
	 		ii. 	
      Exercise of Option. Any Option granted hereunder
      will be exercisable according to the terms of the Plan and at such times
      and under such conditions as determined by the Administrator and set forth
      in the Award Agreement. An Option may not be exercised for a fraction of a
      Share. An Option will be deemed exercised when the Company receives: (1)
      notice of exercise (in such form as the Administrator shall specify from
      time to time) from the person entitled to exercise the Option, and (2)
      full payment for the Shares with respect to which the Option is exercised
      (together with all applicable withholding taxes). Full payment may consist
      of any consideration and method of payment authorized by the Administrator
      and permitted by the Award Agreement and the Plan (together with all
      applicable withholding taxes). Shares issued upon exercise of an Option
      will be issued in the name of the Optionee or, if requested by the
      Optionee, in the name of the Optionee and his or her spouse or a
      Designated Beneficiary. Until the Shares are issued (as evidenced by the
      appropriate entry in the register of members of the Company), no right to
      vote or receive dividends or any other rights as a shareholder will exist
      with respect to the Shares subject to the Option, notwithstanding the
      exercise of the Option. The Company will issue (or cause to be issued)
      such Shares promptly after the Option is exercised. No adjustment will be
      made for a dividend or other right for which the record date is prior to
      the date the Shares are issued, except as provided in Section
      13.

	 	 	 	 	 
	 		iii. 	
      Payment. The Administrator will determine the
      acceptable form of consideration for exercising an Option, including the
      method of payment. Such consideration may consist entirely of:

	 	 	 	 	 
	 			(1) 	
      cash;

	 	 	 	 	 
	 			(2) 	
      check;

	 	 	 	 	 
	 			(3) 	
      to the extent not prohibited by Section 402 of the
      Sarbanes-Oxley Act of 2002, a promissory note;

	 	 	 	 	 
	 			(4) 	
      other Shares, provided Shares have a Fair Market Value on
      the date of surrender equal to the aggregate exercise price of the Shares
      as to which said Option will be exercised (such Shares will be repurchased by the Company at a repurchase price equal to their Fair Market Value);












				
(5) 		
to the extent not prohibited by Section 402 of the Sarbanes-Oxley Act of 2002, in accordance with any broker-assisted cashless exercise procedures approved by the Company and as in effect from time to time;

	
	 	 	 	 	 
				
(6) 		
by asking the Company to withhold Shares from the total Shares to be delivered upon exercise equal to the number of Shares having a value equal to the aggregate exercise price of the Shares being acquired;

	
	 	 	 	 	 
				
(7) 		
any combination of the foregoing methods of payment; or

	
	 	 	 	 	 
				
(8) 		
such other consideration and method of payment for the issuance of Shares to the extent permitted by Applicable Laws.

	
	 	 	 	 	 
		
f. 		
Forfeiture of Options. All unexercised Options shall be forfeited to the Company in accordance with the terms and conditions set forth in the Award Agreement and again will become available for grant under the Plan.

	
	 	 	 	 	 
	
7. 		
Restricted Shares; Share Grants.

	
	 	 	 	 	 
		
a. 		
Grant of Restricted Shares. Subject to the terms and conditions of the Plan, the Administrator, at any time and from time to time, may grant Restricted Shares to Service Providers in such amounts as the Administrator will
determine in its sole discretion.

	
	 	 	 	 	 
		
b. 		
Restricted Shares Award Agreement. Each Award of Restricted Shares will be evidenced by an Award Agreement that will specify the Period of Restriction, the number of Shares granted, vesting criteria, transferability
restrictions, and such other terms and conditions (which need not be identical among Participants) as the Administrator will determine in its sole discretion. Unless the Administrator determines otherwise, the Company’s designee as escrow agent
will hold Restricted Shares until the restrictions on such Shares have lapsed. Any share certificates issued in respect of an Award of Restricted Shares shall be registered in the name of the Participant and, unless otherwise determined by the
Administrator, deposited by the Participant, together with a signed share transfer instrument endorsed in blank, with the Company (or its designee).

	
	 	 	 	 	 
		
c. 		
Terms and Conditions.

	
	 	 	 	 	 
			
i. 		
Vesting Conditions. During the Period of Restriction, Restricted Shares shall be subject to forfeiture (including a right in the Company to repurchase Restricted Shares at less than the then Fair Market Value per Share)
arising on the basis of such conditions as the Administrator may determine in its sole discretion. Any such risk of forfeiture may be waived or terminated, or the Period of Restriction shortened, at any time by the Administrator on such basis as it
deems appropriate.

	
	 	 	 	 	 
			
ii. 		
Voting Rights. During the Period of Restriction, Service Providers holding Restricted Shares granted hereunder may exercise full voting rights with respect to those Shares.

	









	 	iii. 	
      Dividends and Other Distributions. During the
      Period of Restriction, Service Providers holding Restricted Shares will be
      entitled to receive all dividends and other distributions paid with
      respect to such Shares. If any such dividends or distributions are paid in
      Shares, the Shares will be subject to the same restrictions on
      transferability and forfeitability as the Restricted Shares with respect
      to which they were paid.

	 	 	 
	 	iv. 	
      Transferability. Except as provided in the Plan,
      Restricted Shares may not be sold, transferred, pledged, assigned, or
      otherwise alienated or hypothecated until the end of the applicable Period
      of Restriction.




	 	d. 	
      Removal of Restrictions. All restrictions imposed
      on Restricted Shares shall lapse and the Period of Restriction shall end
      upon the satisfaction of the vesting conditions imposed by the
      Administrator. Restricted Shares not previously forfeited will be released
      from escrow as soon as practicable after the last day of the Period of
      Restriction or at such other time as the Administrator may determine, but
      in no event later than the 15th day of the third month
      following the end of the year in which vesting occurred.

	 	 	 
	 	e. 	
      Share Grants. Share Grants shall be awarded solely
      in recognition of significant contributions to the success of the Company
      or its Affiliates, in lieu of compensation otherwise already due and in
      such other limited circumstances as the Administrator deems appropriate.
      Share Grants shall be made without forfeiture conditions of any
    kind.




	8. 	
      Restricted Share Units.

	 	 	 
		a. 	
      Grant of Restricted Share Units. Subject to the
      terms and conditions of the Plan, the Administrator, at any time and from
      time to time, may grant Restricted Share Units to Service Providers in
      such amounts as the Administrator will determine in its sole
      discretion.

	 	 	 
		b. 	
      Restricted Share Units Award Agreement. Each Award
      of Restricted Share Units will be evidenced by an Award Agreement that
      will specify the number of Restricted Share Units granted, vesting
      criteria, form of payout, vesting criteria and such other terms and
      conditions (which need not be identical among Participants) as the
      Administrator will determine in its sole discretion.

	 	 	 
		c. 	
      Vesting Conditions. During the Period of
      Restriction, Restricted Shares shall be subject to forfeiture arising on
      the basis of such conditions as the Administrator may determine in its
      sole discretion. Any such risk of forfeiture may be waived or terminated,
      or the Period of Restriction shortened, at any time by the Administrator
      on such basis as it deems appropriate.

	 	 	 
		d. 	
      Time and Form of Payment. Upon satisfaction of the
      applicable vesting conditions, payment of vested Restricted Share Units
      shall occur in the manner and at the time provided in the Award Agreement,
      but in no event later than the 15th day of the third month
      following the end of the year in which vesting occurred. Except as
      otherwise provided in the Award Agreement, Restricted Share Units may be
      paid in cash (equal to the aggregate Fair Market Value of the Shares
      underlying the vested Restricted Share Units), Shares, or a combination
      thereof at the sole discretion of the Administrator. Restricted Share
      Units that are fully paid in cash will not reduce the number of Shares
      available for issuance under the Plan.








	9. 	
      Share Appreciation Rights.

	 	 	 
		a. 	
      Grant of SARs. Subject to the terms and conditions
      of the Plan, the Administrator, at any time and from time to time, may
      grant SARs to Service Providers in such amounts as the Administrator will
      determine in its sole discretion.

	 	 	 
		b. 	
      Award Agreement. Each SAR grant will be evidenced
      by an Award Agreement that will specify the exercise price, the number of
      Shares underlying the SAR grant, the term of the SAR, the conditions of
      exercise, vesting criteria and such other terms and conditions (which need
      not be identical among Participants) as the Administrator will determine
      in its sole discretion.

	 	 	 
		c. 	
      Exercise Price and Other Terms. The per Share
      exercise price for the exercise of an SAR will be no less than the Fair
      Market Value per Share on the Grant Date. No SAR shall be exercisable on
      or after the tenth anniversary of the Grant Date. Notwithstanding the
      above or any other term in this Plan or any Award Agreement, Shares shall
      be issued pursuant to exercise of an SAR at a price at least equal to
      their par value.

	 	 	 
		d. 	
      Time and Form of Payment of SAR Amount. Upon
      exercise of a SAR, a Participant will be entitled to receive payment from
      the Company in an amount no greater than: (i) the difference between the
      Fair Market Value of a Share on the date of exercise over the exercise
      price; times (ii) the number of Shares with respect to which the SAR is
      exercised. An Award Agreement may provide for a SAR to be paid in cash,
      Shares of equivalent value, or a combination thereof.

	 	 	 
	10. 	
      Performance Units and Performance
Shares.

	 	 	 
		a. 	
      Grant of Performance Units and Performance Shares.
      Performance Units or Performance Shares may be granted to Service
      Providers at any time and from time to time, as will be determined by the
      Administrator, in its sole discretion. The Administrator will have
      complete discretion in determining the number of Performance Units and
      Performance Shares granted to each Participant.

	 	 	 
		b. 	
      Award Agreement. Each Award of Performance Units
      and Shares will be evidenced by an Award Agreement that will specify the
      initial value, the Performance Period, the number of Performance Units or
      Performance Shares granted, and such other terms and conditions (which
      need not be identical among Participants) as the Administrator will
      determine in its sole discretion.

	 	 	 
		c. 	
      Value of Performance Units and Performance Shares.
      Each Performance Unit will have an initial value that is established by
      the Administrator on or before the Grant Date. Each Performance Share will
      have an initial value equal to the Fair Market Value of a Share on the
      Grant Date.

	 	 	 
		d. 	
      Vesting Conditions and Performance Period. The
      Administrator will set performance objectives or other vesting provisions
      (including, without limitation, continued status as a Service Provider) in
      its discretion which, depending on the extent to which they are met, will
      determine the number or value of Performance Units or Performance Shares
      that will be paid out to the Participant. The time period during which the
      performance objectives or other vesting provisions must be met will be
      called the “Performance Period.” After the applicable Performance Period has ended, the holder of Performance Units shall be entitled to receive payout on the number and value of Performance Units or Performance Shares earned by the Participant over the Performance
Period, to be determined as a function of the extent to which the corresponding performance objectives have been achieved.












		
e. 		
Time and Form of Payment. After the applicable Performance Period has ended, the holder of Performance Units or Performance Shares will be entitled to receive a payout of the number of vested Performance Units or
Performance Shares by the Participant over the Performance Period, to be determined as a function of the extent to which the corresponding performance objectives or other vesting provisions have been achieved. Vested Performance Units or Performance
Shares will be paid as soon as practicable after the expiration of the applicable Performance Period, but in no event later than the 15th day of the third month following the end of the year the applicable Performance Period expired. An
Award Agreement may provide for the satisfaction of Performance Unit or Performance Share Awards in cash or Shares (which have an aggregate Fair Market Value equal to the value of the vested Performance Units or Performance Shares at the close of
the applicable Performance Period) or in a combination thereof.

	
	 	 	 
		
f. 		
Forfeiture of Performance Units and Performance Shares. All unvested Performance Units or Performance Shares will be forfeited to the Company on the date set forth in the Award Agreement, and again will become available for
grant under the Plan.

	
	 	 	 
	
11. 		
Leaves of Absence/Transfer Between Locations. Unless the Administrator provides otherwise or as required by Applicable Laws, vesting of Awards will be suspended during any unpaid leave of absence. An Employee will not cease
to be an Employee in the case of (i) any approved leave of absence or (ii) transfers between locations of the Company or between the Company and any Affiliate.

	
	 	 	 
	
12. 		
Transferability of Awards. Unless otherwise provided in this Plan or otherwise determined by the Administrator, an Award may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than
by will or by the laws of descent or distribution and may be exercised, during the lifetime of the Participant, only by the Participant. However, the Administrator may, at or after the grant of an Award other than an ISO, provide that such Award may
be transferred by the recipient to a family member; provided, however, that any such transfer is without payment of any consideration whatsoever and that no transfer shall be valid unless first approved by the Administrator, acting in its
sole discretion and as required by the articles of association of the Company. For this purpose, “family member” means any child, stepchild, grandchild, parent, stepparent, spouse, former spouse, sibling, niece, nephew,
mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the employee’s household (other than a tenant or employee), a trust in which the foregoing persons
have more than fifty (50) percent of the beneficial interests, a foundation in which the foregoing persons (or the Participant) control the management of assets, and any other entity in which these persons (or the Participant) own more than fifty
(50) percent of the voting interests. If the Administrator makes an Award transferable, such Award will contain such additional terms and conditions as the Administrator deems appropriate.

	
	 	 	 
	
13. 		
Adjustments; Dissolution or Liquidation; Merger or Change in Control.

	
	 	 	 
		
a. 		
Adjustments. In the event that any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, share split, reverse share split, reorganization, merger, consolidation,
      split-up, spin-off, combination, repurchase, or exchange of Shares or
      other securities of the Company, or other change in the corporate
      structure of the Company affecting the Shares occurs, the Administrator,
      in order to prevent diminution or enlargement of the benefits or potential
      benefits intended to be made available under the Plan, shall appropriately
      adjust the number and kind of Shares that may be delivered under the Plan,
      the Share-based limitations under Section 15b, and/or the number, kind,
      and price of Shares covered by each outstanding Award.

	









	 	b. 	
      Dissolution or Liquidation. In the event of the
      proposed dissolution or liquidation of the Company, the Administrator will
      notify each Participant as soon as practicable prior to the effective date
      of such proposed transaction. To the extent it has not been previously
      exercised, an Award will terminate immediately prior to the consummation
      of such proposed action.

	 	 	 
	 	c. 	
      Change in Control. In the event of a Change in
      Control, any or all outstanding Awards may be assumed by the successor
      corporation on an equitable basis, which assumption shall be binding on
      all Participants. In the alternative, the successor corporation may
      substitute equivalent Awards (after taking into account the existing
      provisions of the Awards) on an equitable basis. The successor corporation
      may also issue, in place of outstanding Shares of the Company held by the
      Participant, substantially similar shares or other property subject to
      vesting requirements and repurchase restrictions no less favorable to the
      Participant than those in effect prior to the Change in Control.

	 	 	 
	 		
      In the event that the successor corporation does not
      assume or substitute for the Award, unless the Administrator provides
      otherwise, the Participant will fully vest in and have the right to
      exercise all of his or her outstanding Options and SARs, including Shares
      as to which such Awards would not otherwise be vested or exercisable, all
      restrictions on Restricted Shares and Restricted Share Units will lapse,
      and, with respect to Performance Shares and Performance Units, all
      Performance Goals or other vesting criteria will be deemed achieved at
      target levels and all other terms and conditions met. In addition, if an
      Option or SAR is not assumed or substituted in the event of a Change in
      Control, the Administrator will notify the Participant in writing or
      electronically that the Option or SAR will be exercisable for a period of
      time determined by the Administrator in its sole discretion, and the
      Option or SAR will terminate upon the expiration of such period.

	 	 	 
	 		
      For the purposes of this Section 13(c), an Award
      will be considered assumed if, following the Change in Control, the Award
      confers the right to purchase or receive, for each Share subject to the
      Award immediately prior to the Change in Control, the consideration
      (whether shares, cash, or other securities or property) or, in the case of
      a SAR upon the exercise of which the Administrator determines to pay cash
      or a Performance Share or Performance Unit which the Administrator can
      determine to pay in cash, the fair market value of the consideration,
      received in the Change in Control by holders of ordinary shares for each
      Share held on the effective date of the transaction (and if holders were
      offered a choice of consideration, the type of consideration chosen by the
      holders of a majority of the outstanding Shares); provided, however, that
      if such consideration received in the Change in Control is not solely
      ordinary shares of the successor corporation or its Parent, the
      Administrator may, with the consent of the successor corporation, provide
      for the consideration to be received upon the exercise of an Option or SAR
      or upon the payout of a Restricted Share Unit, Performance Share or
      Performance Unit, for each Share subject to such Award (or in the case of
      Restricted Share Units and Performance Units, the number of implied shares
      determined by dividing the value of the Restricted Share
Units and Performance Units, as applicable, by the per share consideration
received by holders of ordinary shares in the Change in Control), to be solely
ordinary shares of the successor corporation or its Parent equal in fair market
value to the per share consideration received by holders of ordinary shares in
the Change in Control. 







Notwithstanding anything in this
Section 13(c) to the contrary, (A) an Award that vests, is earned or
paid-out upon the satisfaction of one or more performance goals will not be
considered assumed upon a Change in Control if the Company or its successor
modifies any of such performance goals without the Participant's consent;
provided, however, a modification to such performance goals only to reflect the
successor corporation's post-Change in Control corporate structure will not be
deemed to invalidate an otherwise valid Award assumption and (B) in the event of
an involuntary termination of services of a Service Provider for any reason
other than death, disability or cause within six (6) months following the
consummation of a Change in Control, any of his or her Awards assumed or
substituted in the Change in Control which are subject to vesting conditions
and/or a right of repurchase in favor of the Company or a successor entity,
shall accelerate in full. All such Accelerated Awards shall be exercisable for a
period of one (1) year following termination, but in no event after expiration
date of such Award.

	14. 	
      Tax Withholding.

	 	 	 	 
		a. 	
      Withholding Requirements. Prior to the issue or
      delivery of any Shares or cash pursuant to an Award (or exercise thereof),
      the Company will have the power and the right to deduct or withhold or
      cause to be deducted or withheld, or require a Participant to remit to the
      Company or its Affiliates, an amount sufficient to satisfy national,
      federal, state, provincial, local, foreign or other taxes required by
      Applicable Laws to be withheld with respect to such Award (or exercise
      thereof).

	 	 	 	 
		b. 	
      Withholding Arrangements. The Administrator, in
      its sole discretion and pursuant to such procedures as it may specify from
      time to time, may permit a Participant to satisfy such tax withholding
      obligation, in whole or in part by (without limitation) (i) paying cash,
      (ii) electing to have the Company withhold otherwise deliverable Shares
      having a Fair Market Value equal to the amount required to be withheld, or
      (iii) delivering to the Company already-owned Shares for repurchase having
      a Fair Market Value equal to the amount required to be withheld. The
      amount of the withholding requirement will be deemed to include any amount
      which the Administrator agrees may be withheld at the time the election is
      made. The Fair Market Value of the Shares to be withheld or delivered will
      be determined as of the date that the taxes are required to be
      withheld.

	 	 	 	 
	15. 	
      Provisions Applicable In the Event the Company or the
      Service Provider is Subject to U.S. Taxation.

	 	 	 	 
		a. 	
      Grant of Incentive Share Options. If the
      Administrator grants Options to Employees subject to U.S. taxation, the
      Administrator may grant such Employee an ISO and the following terms shall
      also apply:

	 	 	 	 
			i. 	
      Maximum Amount. Subject to the provisions of
      Section 13, to the extent consistent with Section 422 of the Code,
      not more than an aggregate of three million (3,000,000) Shares may be
      issued as ISOs under the Plan.








	 	ii. 	
      General Rule. Only employees of the Company or any
      Parent or Subsidiary shall be eligible for the grant of ISOs.

	 	 	 	 
	 	iii. 	
      Continuous Employment. Unless otherwise provided
      under the Code, the ISO will cease to be treated as an ISO unless the
      Optionee remains in the continuous employ of the Company or its Parent or
      Subsidiaries from the date the ISO is granted until not more than three
      months before the date on which it is exercised (or such longer periods as
      may be permitted by provisions in each Service Provider’s contract with
      the Company, such as the employment agreement, that predates this Plan, or
      in the event termination is due to death or Disability). A leave of
      absence approved by the Company may exceed three (3) months if
      reemployment upon expiration of such leave is guaranteed by statute or
      contract. If reemployment upon expiration of a leave of absence approved
      by the Company is not so guaranteed, then on the first day following the
      first three (3) months of such leave, the Optionee’s employment will be
      deemed terminated for this purpose and any ISO held by the Optionee will
      cease to be treated as an ISO if not exercised within three (3) months
      after the deemed termination date.

	 	 	 	 
	 	iv. 	
      Award Agreement.

	 	 	 	 
	 		(1) 	
      The Administrator shall designate Options granted as ISOs
      in the Award Agreement. Notwithstanding such designation, to the extent
      that the aggregate Fair Market Value of the Shares with respect to which
      ISOs are exercisable for the first time by the Optionee during any
      calendar year (under all plans of the Company and any Parent or
      Subsidiary) exceeds one hundred thousand dollars (U.S.$100,000), Options
      will not qualify as an ISO. For purposes of this section, ISOs will be
      taken into account in the order in which they were granted. The Fair
      Market Value of the Shares will be determined as of the time the Option
      with respect to such Shares are granted.

	 	 	 	 
	 		(2) 	
      The Award Agreement shall specify the term of the ISO.
      The term shall not exceed ten (10) years from the Grant Date or five (5)
      years from the Grant Date for Ten Percent Owners.

	 	 	 	 
	 		(3) 	
      The Award Agreement shall specify an exercise price of
      not less than the Fair Market Value per Share on the Grant Date or one
      hundred ten percent (110%) of the Fair Market Value per Share on the Grant
      Date for Ten Percent Owners.

	 	 	 	 
	 		(4) 	
      The Award Agreement shall specify that an ISO is not
      transferable except by will, beneficiary designation or the laws of
      descent and distribution.

	 	 	 	 
	 	v. 	
      Form of Payment. The consideration to be paid for
      the Shares to be issued upon exercise of an ISO, including the method of
      payment, shall be determined by the Administrator in accordance with
      Section 6(e)(iii).

	 	 	 	 
	 	vi. 	
      “Disability,” for purposes of an ISO, means total
      and permanent disability as defined in Section 22(e)(3) of the
  Code.








	 	vii. 	
      Notice. In the event of any disposition of the
      Shares acquired pursuant to the exercise of an ISO within two years from
      the Grant Date or one year from the exercise date, the Optionee will
      notify the Company thereof in writing within thirty (30) days after such
      disposition. In addition, the Optionee shall provide the Company with such
      information as the Company shall reasonably request in connection with
      determining the amount and character of Optionee’s income, the Company’s
      deduction, and the Company’s obligation to withhold taxes or other amounts
      incurred by reason of a disqualifying disposition, including the amount
      thereof.




	 	b. 	
      Performance-based Compensation. If the Company
      grants an Award as “performance- based compensation” for which it claims
      deductions that are subject to the Code Section 162(m) limitation on its
      U.S. tax returns, then the following terms shall control over any contrary
      provision contained in the Plan and be applied in a manner consistent with
      the requirements of, and only to the extent required for compliance with,
      the exclusion from the limitation on deductibility of compensation under
      Section 162(m) of the Code:

	 	 	 	 
	 		i. 	
      Outside Directors. All grants of Awards intended
      to qualify as Qualified Performance-Based Awards and determination of
      terms applicable thereto shall be made by the Administrator or, if not all
      of the members thereof qualify as “outside directors” within the meaning
      of applicable regulations under Section 162 of the Code, a subcommittee of
      the Administrator consisting of such of the members of the Administrator
      as do so qualify. Any action by such a subcommittee shall be considered
      the action of the Administrator for purposes of the Plan.

	 	 	 	 
	 		ii. 	
      Applicability. This Section 15(b) will apply only
      to those Covered Employees, or to those persons who the Administrator
      determines are reasonably likely to become Covered Employees in the period
      covered by an Award, selected by the Administrator to receive Qualified
      Performance-Based Awards. The Administrator may, in its discretion, grant
      Awards not intended to qualify as Qualified Performance-Based Awards to
      Covered Employees that do not satisfy the requirements of this Section
      15(b).

	 	 	 	 
	 		iii. 	
      Maximum Amount. Subject to the provisions of
      Section 13, the maximum number of Shares that can be subject to
      Awards granted to any individual Participant in the aggregate in any one
      fiscal year of the Company is three million (3,000,000) Shares. For
      purposes of this limitation:




	 	(1) 	
      For Awards denominated in Shares and satisfied in cash,
      the maximum Award to any individual Participant in the aggregate in any
      one fiscal year of the Company is the Fair Market Value of three million
      (3,000,000) Shares on the Grant Date; and

	 	 	 
	 	(2) 	
      The maximum amount payable pursuant to any cash Awards to
      any individual Participant in the aggregate in any one fiscal year of the
      Company is the Fair Market Value of three million (3,000,000) Shares on
      the Grant Date.




	 	iv. 	
      Performance Criteria. All performance criteria
      must be objective and be established in writing prior to the beginning of
      the Performance Period or at later time as permitted by Section 162(m) of
the Code and shall otherwise meet the requirements of Section 162(m) of the
Code, including the requirement that the outcome of the performance goals be
substantially uncertain (as defined in the regulations under Section 162(m) of
the Code) at the time established. Performance criteria may include alternative
and multiple performance goals and may be based on one or more business and/or
financial criteria. In establishing the performance goals, the Committee in its
discretion may include one or any combination of the following criteria in
either absolute or relative terms, for the Company or any Subsidiary:








		 	
      
		(1) 	
      Increased revenue;

			
		(2) 	
      Net income measures (including but not limited to income
      after capital costs and income before or after taxes);

			
		(3) 	
      Share price measures (including but not limited to growth
      measures and total shareholder return);

			
		(4) 	
      Market share;

			
		(5) 	
      Earnings per Share (actual or targeted growth);

			
		(6) 	
      Earnings before interest, taxes, depreciation, and
      amortization (“EBITDA”);

			
		(7) 	
      Cash flow measures (including but not limited to net cash
      flow and net cash flow before financing activities);

			
		(8) 	
      Return measures (including but not limited to return on
      equity, return on average assets, return on capital, risk-adjusted return
      on capital, return on investors’ capital and return on average
    equity);

			
		(9) 	
      Operating measures (including operating income, funds
      from operations, cash from operations, after-tax operating income, sales
      volumes, production volumes, and production efficiency);

			
		(10) 	
      Expense measures (including but not limited to overhead
      cost and general and administrative expense);

			
		(11) 	
      Margins;

			
		(12) 	
      Shareholder value;

			
		(13) 	
      Total shareholder return;

			
		(14) 	
      Proceeds from dispositions;

			
		(15) 	
      Total market value; and

			
		(16) 	
      Corporate values measures (including but not limited to
      ethics compliance, environmental, and safety).




	 	c. 	
      Share Options and SARs Exempt from Section 409A of the
      Code. If the Administrator grants Options or SARs to Service Providers
      subject to U.S. taxation, the Company must qualify as an eligible issuer
      of service recipient shares within the meaning of Section 409A of the Code
      with respect to such Service Provider (unless the Option or SAR otherwise
      complies with Section 409A of the Code), and the Administrator may not
      modify or amend the Options or SARs to the extent that the modification or
      amendment adds a feature allowing for additional
deferral within the meaning of Section 409A of the Code.







	 	
       
	16. 	
      Grants to Foreign Nationals. Awards may be granted
      to Service Providers who are foreign nationals or employed outside the
      United States, or both, on such terms and conditions different from those
      applicable to grants to Services Providers in the United States as in the
      judgment of the Administrator may be necessary or desirable in order to
      recognize differences in local law or tax policy, and such Awards shall be
      considered granted pursuant to a non-U.S. sub-plan. The Administrator also
      may impose conditions on the exercise or vesting of Awards in order to
      minimize the company’s obligation with respect to tax equalization for
      employees on assignments outside their home country.

	 	 	 
	17. 	
      No Effect on Employment or Service. Neither the
      Plan nor any Award will confer upon any Participant any right with respect
      to continuing the Participant's relationship as a Service Provider with
      the Company or any Affiliate of the Company, nor will they interfere in
      any way with the Participant's right or the Company's or its Affiliates’
      right to terminate such relationship at any time, with or without cause,
      to the extent permitted by Applicable Laws.

	 	 	 
	18. 	
      Effective Date. The Plan’s effective date is the
      date on which it is adopted by the Board, so long as it is approved by the
      Company’s shareholders at any time within twelve (12) months of such
      adoption. Upon approval of the Plan by the shareholders of the Company,
      all Awards issued pursuant to the Plan on or after the Effective Date
      shall be fully effective as if the shareholders of the Company had
      approved the Plan on the Effective Date. If the shareholders fail to
      approve the Plan within one year after the Effective Date, any Awards made
      hereunder shall be null and void and of no effect.

	 	 	 
	19. 	
      Term of Plan. The Plan will terminate 10 years
      following the earlier of (i) the date it was adopted by the Board or (ii)
      the date it became effective upon approval by shareholders of the Company,
      unless sooner terminated by the Board pursuant to Section
  19.

	 	 	 
	20. 	
      Amendment and Termination of the Plan.

	 	 	 
		a. 	
      Amendment and Termination. The Board may at any
      time amend, alter, suspend or terminate the Plan.

	 	 	 
		b. 	
      Shareholder Approval. The Company will obtain
      shareholder approval of any Plan amendment to the extent necessary and
      desirable to comply with Applicable Laws.

	 	 	 
		c. 	
      Effect of Amendment or Termination. No amendment,
      alteration, suspension or termination of the Plan will impair the rights
      of any Participant, unless mutually agreed otherwise between the
      Participant and the Administrator, which agreement must be in writing and
      signed by the Participant and the Company. Termination of the Plan will
      not affect the Administrator's ability to exercise the powers granted to
      it hereunder with respect to Awards granted under the Plan prior to the
      date of such termination.

	 	 	 
	21. 	
      Conditions Upon Issuance of Shares.

	 	 	 
		a. 	
      Legal Compliance. The Administrator may delay or
      suspend the issuance and delivery of Shares, suspend the exercise of
      Options or SARs, or suspend the Plan as necessary to comply with
      Applicable Laws. Shares will not be issued pursuant to the exercise of an
      Award unless the exercise of such Award and the issuance and delivery of
      such Shares will comply with Applicable Laws and will be further
      subject to the approval of counsel for the Company with respect to such
      compliance.








	 	b. 	
      Corporate Restrictions on Rights in Shares. Any
      Shares to be issued pursuant to Awards granted under the Plan shall be
      subject to all restrictions upon the transfer thereof which may be now or
      hereafter imposed by the memorandum and articles of association of the
      Company. In addition, either at the time an Award is granted or by
      subsequent action, the Administrator may, but need not, impose such
      restrictions, conditions or limitations as it determines appropriate as to
      the timing and manner of any resales or other subsequent transfers by a
      Participant, or a holder of Shares acquired pursuant to the Plan, of any
      Share issued under an Award, including without limitation (a) restrictions
      under an insider trading policy, (b) restrictions designed to delay and/or
      coordinate the timing and manner of sales by the Participant(s), and (c)
      restrictions as to the use of a specified brokerage firm for such resales
      or other transfers.

	 	 	 
	 	c. 	
      Registration. If the Company shall deem it
      necessary or desirable to register under the Securities Act or other
      Applicable Law any Shares issued or to be issued pursuant to Awards
      granted under the Plan, or to qualify any such Shares for exemption from
      the Securities Act or other Applicable Law, then the Company may, but
      shall not be required to, take such action at its own expense. The Company
      may require from each Participant, or each holder of Shares acquired
      pursuant to the Plan, such information in writing for use in any
      registration statement, prospectus, preliminary prospectus or offering
      circular as is reasonably necessary for that purpose and may require
      reasonable indemnity to the Company and its officers and directors from
      that holder against all losses, claims, damage and liabilities arising
      from use of the information so furnished and caused by any untrue
      statement of any material fact therein or caused by the omission to state
      a material fact required to be stated therein or necessary to make the
      statements therein not misleading in the light of the circumstances under
      which they were made. In addition, the Company may require any such person
      to agree to lock-up terms as the Company may deem advisable or
      appropriate.

	 	 	 
	 	d. 	
      Investment Representations. As a condition to the
      exercise of an Award, the Shares to be issued pursuant to such Award shall
      have been effectively registered under the Securities Act, or the
      Participant exercising such Award shall have made such written
      representations and warranties to the Company (upon which the Company
      believes it may reasonably rely) as the Administrator may deem necessary
      or appropriate for the purposes of confirming that the issuance of the
      Shares pursuant to such Award will be exempt from the registration
      requirements of the Securities Act and any applicable state securities
      laws and otherwise in compliance with all Applicable Laws, including but
      not limited to that the Participant is acquiring the Shares only for
      investment and without any present intention to sell or distribute such
      Shares.

	 	 	 
	 	e. 	
      Placement of Legends; Stop Orders; etc. Each Share
      to be issued pursuant to Awards granted under the Plan may bear a
      reference to the investment representation made in accordance with Section
      20d in addition to any other applicable restriction under the Plan, the
      terms of the Award and to the fact that no registration statement has been
      filed with the Securities and Exchange Commission in respect to such
      Shares. All certificates for Shares or other securities delivered under
      the Plan shall be subject to such share transfer orders and other
      restrictions as the Administrator may deem advisable under the rules,
      regulations, and other requirements of any share exchange upon which the
      Shares are then listed, and any Applicable Law, and the Administrator may
      cause a legend or legends to be put on any such
certificates to make appropriate reference to such restrictions. 







	 	
       
	22. 	
      Inability to Obtain Authority. The inability of
      the Company to obtain authority from any regulatory body having
      jurisdiction, which authority is deemed by the Company’s counsel to be
      necessary to the lawful issuance and sale of any Shares hereunder, will
      relieve the Company of any liability in respect of the failure to issue or
      sell such Shares as to which such requisite authority will not have been
      obtained.

	 	 
	23. 	
      Repricing; Exchange And Buyout of Awards. The
      repricing or termination and subsequent repricing of Options or SARs at a
      lower purchase price per Share than the original grant is permitted
      without prior shareholder approval. The Administrator may authorize the
      Company to issue new Option or SAR Awards in exchange for the surrender
      and cancellation of any or all outstanding Awards, subject to the consent
      of any Participant whose rights would be impaired. The Administrator may
      at any time repurchase Options with payment in cash, Shares or other
      consideration, based on such terms and conditions as the Administrator and
      the Participant shall agree.

	 	 
	24. 	
      Substitution and Assumption of Awards. The
      Administrator may make Awards under the Plan by assumption, substitution
      or replacement of performance shares, phantom shares, share awards, share
      options, Share Appreciation Rights or similar awards granted by another
      entity (including an Affiliate), if such assumption, substitution or
      replacement is in connection with an asset acquisition, share acquisition,
      merger, consolidation or similar transaction involving the Company (and/or
      its Affiliate) and such other entity (and/or its affiliate). The
      Administrator may also make Awards under the Plan by assumption,
      substitution or replacement of a similar type of award granted by the
      Company prior to the adoption and approval of the Plan. Notwithstanding
      any provision of the Plan (other than the maximum number of shares of
      ordinary shares that may be issued under the Plan), the terms of such
      assumed, substituted or replaced Awards shall be as the Administrator, in
      its discretion, determines is appropriate.

	 	 
	25. 	
      Governing Law. The Plan and all Agreements shall
      be construed in accordance with and governed by the laws of the State of
      New York.



Adopted by the Board of Directors on October 12, 2010