EX-10.1






Exhibit 10.1




RDA MICROELECTRONICS, INC.




 



SHARE OPTION SCHEME


(Amended and Restated on April 1, 2008)

 






 









 








Contents




	 	 	 	 	 	 	 
	Clause	 	Title	 	Page	 
	1.
	 	DEFINITIONS	 	 	1	 
	2.
	 	CONDITIONS	 	 	4	 
	3.
	 	DURATION AND ADMINISTRATION	 	 	4	 
	4.
	 	GRANT OF OPTION	 	 	4	 
	5.
	 	EXERCISE OF OPTIONS	 	 	5	 
	6.
	 	LAPSE OF OPTION	 	 	8	 
	7.
	 	ADJUSTMENTS	 	 	9	 
	8.
	 	SHARE CAPITAL	 	 	9	 
	9.
	 	DISPUTES	 	 	9	 
	10.
	 	ALTERATION OF THE SCHEME	 	 	9	 
	11.
	 	TERMINATION	 	 	10	 
	12.
	 	MISCELLANEOUS	 	 	10	 







 









 








Share Option Scheme

(Amended and Restated on April 1, 2008)





	1.	 	DEFINITIONS 
	 
	1.1	 	In this Scheme, the following expressions have the following meanings:





	 	 	 
	“Adoption Date”

	 	means August 31, 2005 (the date on which
the Scheme is adopted by written resolution
of the shareholders of the Company);
	 
	 	 
	“Auditors”

	 	means the auditors for the time being of
the Company;
	 
	 	 
	“Board”

	 	means the board of directors of the Company
or a duly authorised committee thereof;
	 
	 	 
	“Company”

	 	means RDA Microelectronics, Inc., a Company
incorporated under the laws of the British
Virgin Islands;
	 
	 	 
	“Company Transaction”

	 	means consummation of either:
	 

	 	(a) a merger, consolidation, or
amalgamation of the Company with or into
any other corporation or other entity, or

	 

	 	
(b) a sale, lease, exchange or other
transfer in one transaction or a series of
related transactions, of all or
substantially all the Company’s outstanding
securities or all or substantially all the
Company’s assets

	 

	 	
provided, however, that a Company
Transaction shall not include a Related
Party Transaction;
	 
	 	 
	“Employee”

	 	means an employee of any Group Company and
shall be deemed to include any director,
consultant, adviser or contractor thereof;
	 
	 	 
	“Exchange”

	 	means The Stock Exchange of Hong Kong
Limited (either Main Board or GEM) or any
other internationally recognized stock
exchange as the Board may select;
	 
	 	 
	“GEM”

	 	means the Growth Enterprise Market of The
Stock Exchange of Hong Kong Limited;
	 
	 	 
	“Group Companies”

	 	means the Company, the Listing Vehicle or
any of their respective Subsidiaries, each
of which shall be referred to as a “Group
Company”;






1









 






	 	 	 
	“Hong Kong”

	 	means the Hong Kong Special Administrative
Region of the People’s Republic of China;
	 
	 	 
	“Individual Option Grant Date”

	 	means the effective date on which an Option
is awarded to an Employee as set forth in
the Option Agreement;
	 
	 	 
	“Listing”

	 	means the listing of the shares in the
Company or the Listing Vehicle (as the case
may be) on the Exchange by way of initial
public offering;
	 
	 	 
	“Listing Date”

	 	means the date on which the Listing occurs;
	 
	 	 
	“Listing Price”

	 	means the initial public offering price or
such other price of the shares in the
Company or the Listing Vehicle (as the case
may be) as may be approved by the Exchange;
	 
	 	 
	“Listing Vehicle”

	 	means the appropriate corporate vehicle
other than the Company (as determined by
the Company or its related entities) for
listing of shares on the Exchange;
	 
	 	 
	“Main Board”

	 	means the Main Board of The Stock Exchange
of Hong Kong Limited;
	 
	 	 
	“Option”

	 	means an option to subscribe either for
Shares or shares in the Listing Vehicle,
but not both, pursuant to the Scheme;
	 
	 	 
	“Option Agreement”

	 	has the meaning given in Section 4.3;
	 
	 	 
	“Optionee”

	 	means an Employee to whom the Company has
granted an Option;
	 
	 	 
	“Plan Termination Date”

	 	means the ten (10) years commencing from
the Adoption Date;
	 
	 	 
	“PRC”

	 	means the People’s Republic of China;






2









 






	 	 	 
	“Related Party Transaction”

	 	means:
	 

	 	(a) a merger, consolidation or amalgamation
of the Company in which the holders of the
outstanding voting securities of the
Company immediately prior to the merger or
consolidation hold at least a majority of
the outstanding voting securities of the
Successor Company immediately after the
merger, consolidation or amalgamation,
	 

	 	(b) a sale, lease, exchange or other
transfer of the Company’s assets to a
Subsidiary,
	 

	 	(c) a transaction undertaken for the
principal purpose of restructuring the
capital of the Company, including but not
limited to, reincorporating the Company in
a different jurisdiction or creating a
holding company, or
	 

	 	(d) a corporate dissolution or liquidation;
	 
	 	 
	“Scheme”

	 	means this share option scheme in its
present or any amended form;
	 
	 	 
	“Shares”

	 	means shares of US$0.01 each (or of such
other nominal amount of the shares
comprising the ordinary share capital of
the Company as shall result from a
sub-division or a consolidation of such
shares from time to time) in the Company;
	 
	 	 
	“Subscription Price”

	 	means the price at which a Optionee may
subscribe for Shares on the exercise of an
Option;
	 
	 	 
	“Subsidiary”

	 	means a company which is for the time being
and from time to time a subsidiary within
the meaning of Section 2 of the Companies
Ordinance, Chapter 32 of the Laws of Hong
Kong, as amended from time to time whether
incorporated in Hong Kong, PRC or
otherwise;
	 
	 	 
	“Successor Company”

	 	means the surviving company, the successor
company or its parent, as applicable in
connection with a Company Transaction;
	 
	 	 
	“Termination Date”

	 	means the date of Employee’s last actual
working day with any the Group Company by
which he is employed whether salary is paid
in lieu of notice or not.







	1.2	 	Clause headings are inserted for convenience of reference only and shall be ignored in the
interpretation of the Scheme. Reference herein to Clauses and Schedules are
to clauses and schedules of this Scheme.




3









 






	1.3	 	Reference to the singular includes a reference to the plural and vice versa and reference to
any gender includes a reference to all other genders.
	 
	1.4	 	Subject as provided in this Scheme and without prejudice to any provisions in this Scheme, in
the event that the Listing Vehicle (instead of the Company) is used as the vehicle for
Listing, “Shares” as used in this Scheme shall be construed as “shares of the Listing Vehicle”
where the context requires, and the Company shall, subject to the compliance of all applicable
rules, regulations and laws for the time being in force, use its best endeavours to switch the
entitlement of the Option for Shares in the Company to the shares of the Listing Vehicle
immediately upon Listing.
	 
	2.	 	CONDITIONS
	 
	 	 	This Scheme shall take effect subject to the passing of the necessary resolution to adopt
the Scheme by the shareholders of the Company in writing.
	 
	3.	 	DURATION AND ADMINISTRATION
	 
	3.1	 	Subject to Clause 11, this Scheme shall terminate upon the Plan Termination Date and no
further Options will be issued after the Plan Termination Date, but Options granted before the
Plan Termination date will continue to be effective in accordance with their terms and
conditions and the provisions of this Scheme.
	 
	3.2	 	This Scheme shall be subject to the administration of the Board whose decision (save as
otherwise provided herein) shall be final and binding on all parties affected hereby.
	 
	3.3	 	The Board shall have the authority to adopt such modifications, procedures and subplans as
may be necessary or desirable to comply with provisions of the laws of any countries in which
any Group Company may operate to assure the viability of the benefits from Options granted to
Optionees employed in such countries and to meet the objectives of the Scheme.
	 
	4.	 	GRANT OF OPTION
	 
	4.1	 	On and subject to the terms of this Scheme, the Board may grant Options to any Employees
between the Adoption Date and the Plan Termination Date, unless sooner terminated in
accordance with the provisions hereof. The Board shall have sole discretion as to whether an
Option is granted, the number of Shares in respect of which an Option is granted, and the
Subscription Price per Share, all of which shall be set out in the relevant Option Agreement.
	 
	4.2	 	On and subject to the terms of this Scheme, the maximum number of Shares in respect of which
Options may be granted shall be thirty million (30,000,000) Shares, subject to adjustment
pursuant to Section 7. Shares as to which an Option is granted under this Scheme that remains
unexercised at the expiration, forfeiture or other termination of such Option may be the
subject of the grant of further Options. Shares issued hereunder may consist, in whole or in
part, of authorized and unissued shares
or treasury shares.




4









 






	4.3	 	On and subject to the terms of this Scheme, each Option shall be evidenced by an option
agreement (“Option Agreement”) to be entered into between the Company and the Optionee. The
Option Agreement shall contain such terms and conditions as may be approved by the Board.
	 
	4.4	 	Unless specified otherwise in the Option Agreement, each Option granted to a Optionee shall
vest in four (4) equal installments, each representing twenty-five percent (25%) of the Shares
issuable under such Option, which shall take place on each of the four (4) consecutive
anniversaries of the Individual Option Grant Date concerned, provided that such Optionee
remains an Employee on such anniversary. The Board shall have sole discretion in any Option
Agreement to establish a vesting schedule that differs from the schedule provided in this
Section 4.4.
	 
	5.	 	EXERCISE OF OPTIONS
	 
	5.1	 	An Option shall be personal to the Optionee and shall not be assignable and no Optionee shall
in any way sell, transfer, charge, mortgage, encumber or create any interest in favour of any
third party over or in relation to any Option. The Company or the Listing Vehicle (as the
case may be) after having reasonably satisfied itself that the Optionee shall have committed a
breach of this Clause 5.1, shall revoke any Option granted to such Optionee (to the extent not
already exercised) by written notice. Such revocation notice shall be final and binding on
such Optionee.
	 
	5.2	 	Except as provided otherwise herein, an Option may be exercised only to the extent it has
vested. Additionally, an Option may not be exercised if, in the opinion of the Company’s
counsel, the issuance of Shares upon such exercise will violate any applicable laws. An
Option may be exercised during the time periods and subject to the terms stated herein, in
whole or in part, by giving notice in writing to the Company or the Listing Vehicle, as the
case may be, stating that the Option is thereby exercised and the number of Shares in respect
of which it is exercised, provided that such Option shall be exercised in respect of a “board
lot” (as defined by the Exchange) for dealing in Shares on the Exchange or an integral
multiple thereof (except where the number of Shares in respect of which the Option remains
unexercised is less than one board lot or where the Option is exercised in full). Each such
notice must be accompanied by a remittance for the full amount of the Subscription Price for
the Shares or shares in the Listing Vehicle in respect of which the notice is given. Within
28 days after receipt of the notice and the remittance, the Company or the Listing Vehicle (as
the case may be) shall allot the relevant shares to the Optionee (or his legal personal
representatives) credited as fully paid provided that, in the case of a notice and remittance
received pursuant to Clause 5.4(c), the Company or the Listing Vehicle (as the case may be)
shall within 3 days allot the relevant shares to the Optionee (or his legal personal
representatives) credited as fully paid and, in the case of a notice and remittance received
pursuant to Clause 5.4(d), the Company or the Listing Vehicle (as the case may be) shall allot
the relevant shares at such time as provided therein.




5









 






	5.3	 	Notwithstanding the foregoing, the Board may, in its sole discretion, provide notice to the
Optionee that the sole method of exercising Options shall be through a
cashless exercise program the Company establishes with a designated securities broker (the
“Broker”). Under the terms of such program the Optionee will not make any cash payment to
the Company or the Broker to effect the exercise. The Broker will fund the exercise on
behalf of the Optionee, immediately sell the Shares issued upon such exercise, then remit
to a bank account designated by the Optionee the cash proceeds of the sale after deducting
the Subscription Price, the Broker’s fees, and any tax withholding the Broker or the
Company, in their discretion, consider advisable for compliance with the tax law
requirements of the United States of America or the People’s Republic of China. Under
such program at no time will the Shares issued upon such exercise be registered in the
name of the Optionee.
	 
	5.4	 	Except as provided in this Scheme, Options may only be exercised as to their vested portions,
provided that:






	 	(a)	 	in the event of the Optionee ceasing to be an Employee for any reason other
than his death, disability or the termination of his employment on one or more of the
grounds specified in Clause 6(d),
	 
	 	 	 	(i) with respect to Options granted subsequent to the Listing Date, the Optionee may
exercise the portion of his Options vested as of the Termination Date (to the extent
not already exercised) within the one month period following the Termination Date;
	 
	 	 	 	(ii) with respect to Options granted prior to the Listing Date, the Optionee may
exercise the portion of his Options vested as of the Termination Date (to the extent
not already exercised) until the tenth (10) anniversary of such Optionees’s
respective Individual Option Grant Date; and
	 
	 	 	 	(iii) with respect to either Clause 5.4(a)(i) or (ii) above, unless the Board
provides otherwise, if on the Termination Date of an Optionee, the Optionee is not
vested as to his entire Option, the Option shall terminate and the Shares covered by
the unvested portion of the Option shall revert to the Scheme. If, after the
Termination Date of an Optionee, the Optionee does not exercise the vested portion
of his or her Option within the time specified by the Board, the Shares covered by
the vested portion of the Option shall revert to the Scheme.
	 
	 	(b)	 	in the event of Optionee’s death while an Employee and none of the events
which would be a ground for termination of his employment under Clause 6(d) applies,
the legal personal representative(s) of the Optionee shall be entitled to exercise
the portion of Optionee’s Option vested as of the date of death (to the extent not
already exercised) within the twelve month period following the date of death. If, at
the time of death, the Optionee is not vested as to his or her entire Option, the
Option shall terminate and the Shares covered by the unvested portion of the Option
shall immediately revert to the Scheme. If the vested portion of the Option is not
so exercised within the time specified herein, and the Shares covered by the vested
portion of the Option shall revert to the Scheme;




6









 






	 	(c)	 	if a general offer (whether by takeover offer or scheme of arrangement or
otherwise in like manner) is made to all the holders of Shares or the shares in
the Listing Vehicle (as the case may be) (or all such holders other than the offeror
and/or any person controlled by the offeror and/or any person acting in concert with
the offeror) and such offer becomes or is declared unconditional, the Optionee (or
his legal personal representatives) shall be entitled to exercise the Option up to
his entitlement (to the extent not already exercised) at any time within ten days
after the date on which the offer becomes or is declared unconditional after which
time the Option shall lapse;
	 
	 	(d)	 	if a notice is given by the Group Company of which the Optionee is an
Employee to its members to convene a general meeting for the purposes of considering,
and if thought fit, approving a resolution to voluntarily wind up such Group Company,
then such Group Company shall give notice thereof to all Optionees (together with a
notice of the existence of the provisions of this Clause) and thereupon, each
Optionee (or his legal personal representative(s)) shall be entitled to exercise all
or any of his vested Options at any time not later than five business days prior to
the proposed general meeting of such Group Company by giving notice in writing to the
Group Company, accompanied by a remittance for the full amount of the aggregate
Subscription Price for the Shares or the shares in the Listing Vehicle in respect of
which the notice is given whereupon the Group Company shall as soon as possible and,
in any event, no later than the business day immediately prior to the date of the
proposed general meeting referred to above, allot the relevant Shares or shares in
the Listing Vehicle (as the case may be) to the Optionee credited as fully paid;
	 
	 	(e)	 	in the event of a Company Transaction, except as provided below, each
outstanding Option shall be assumed or an equivalent option or right substituted by
the Successor Company, otherwise the Option may be exercised to the extent it has
vested and the unvested portion shall lapse and no longer be exercisable, provided
that the Corporate Transaction is ultimately consummated.
	 
	 	 	 	For the purposes of this Section 5.4(e), the Option shall be considered assumed or
substituted for if following the Company Transaction the option or right confers the
right to purchase or receive, for each share of Ordinary Shares subject to the
Option immediately prior to the Company Transaction, the consideration (whether
stock, cash, or other securities or property) received in the Company Transaction 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 Company Transaction is
not solely Ordinary Shares of the Successor Company, the Board may, with the consent
of the Successor Company, provide for the consideration to be received upon the
exercise of the Option, for each share of Ordinary Shares subject thereto, to be
solely Ordinary Shares of the Successor Company substantially equal in fair market
value to the per share consideration received by holders of Ordinary Shares in the
Company Transaction. The determination of such substantial equality of value of
consideration shall be made by the Board and its determination shall be conclusive
and binding.
	 
	 	 	 	All Options shall terminate and cease to remain outstanding immediately following
the Company Transaction, except to the extent exercise is permitted by the Board or
the Options are assumed by the Successor Company.





7









 





	 	(f)	 	if the Optionee ceases to be an Employee by reason of disability, the
Option shall cease vesting on the day of cessation of employment, but the Option
shall remain exercisable (to the extent vested) until the earlier of thirty (30) days
after the Listing Date, or five (5) years after the Termination Date. Unless the
Board provides otherwise, if on the Termination Date the Optionee is not vested as to
his entire Option, the Option shall terminate and the Shares covered by the unvested
portion of the Option shall revert to the Scheme. If, after the Termination Date,
the Optionee does not exercise his vested portion of the Option within the time
specified herein, and the Shares covered by the vested portion of the Option shall
revert to the Scheme.
	 
	 	(g)	 	if the Optionee ceases to be an Employee due to the termination of his
employment on one or more of the grounds specified in Clause 6(d), the Optionee’s
Option shall immediately lapse and not be exercisable and the Shares covered by his
Option shall revert to the Scheme.






	5.5	 	Subject as hereinafter provided in this Scheme, the Shares or the shares in the Listing
Vehicle (as the case may be) to be allotted upon the exercise of an Option will be subject to
all the provisions of the articles of association (or the equivalent of the articles of
association) of the Company or the Listing Vehicle (as the case may be) for the time being in
force and will rank pari passu with the fully paid Shares or the shares of the same class in
the Listing Vehicle (as the case may be) in issue on the date of allotment and accordingly
will entitle the holders to participate in all dividends or other distributions paid or made
on or after the date of allotment other than any dividend or other distribution previously
declared or recommended or resolved to be paid or made with respect to a record date which
shall be before the date of allotment.
	 
	6.	 	LAPSE OF OPTION
	 
	 	 	An Option shall lapse automatically and not be exercisable (to the extent not already
exercised) on the earliest of:






	 	(a)	 	ten (10) years from the Individual Option Grant Date;
	 
	 	(b)	 	the expiry of any of the periods referred to in Clause 5.4(a), (b), (c),
(e), or (f);
	 
	 	(c)	 	the close of the fifth business day prior to the general meeting (or its
equivalent) of a Group Company held for the purposes of approving the winding-up of a
Group Company or the date of the commencement of the winding-up of a Group Company;
	 
	 	(d)	 	the date on which the Optionee ceases to be an Employee of any Group
Company by reason of the termination of his employment on any one or more of the
grounds that he has been guilty of misconduct, or has committed an act
of bankruptcy or has become insolvent or has made any arrangement or composition
with his creditors generally, or has been convicted of any criminal offence
involving his integrity or honesty or (if so determined by the Board) on any other
ground on which an employer would be entitled to terminate his employment at common
law or pursuant to any applicable laws or under the Optionee’s service contract with
any Group Company. A resolution of the board of directors (or its equivalent) of
the subject Group Company to the effect that the employment of a Optionee has or has
not been terminated on one or more of the grounds specified in this Clause 6(d)
shall be conclusive; or
	 
	 	(e)	 	the date on which the Optionee commits a breach of Clause 5.1.




8









 












	7.	 	ADJUSTMENTS
	 
	 	 	In the event of any dividend, share split, combination or exchange of Shares,
amalgamation, arrangement or consolidation, spin-off, recapitalization or other
distribution (other than normal cash dividends) of Company assets to its shareholders, or
any other change affecting the shares of Shares or the share price of a Share, the Board
shall make such proportionate adjustments, if any, as necessary to reflect such change
with respect to (a) the aggregate number and type of shares that may be issued under the
Scheme; (b) the terms and conditions of any outstanding Options (including, without
limitation, any applicable performance targets or criteria with respect thereto); and (c)
the grant or exercise price per share for any outstanding Options under the Scheme.
	 
	8.	 	SHARE CAPITAL
	 
	 	 	The exercise of any Option shall be subject to the members of the Company or the Listing
Vehicle (as the case may be) in general meeting approving any necessary increase in the
authorised share capital of the Company or the Listing Vehicle (as the case may be).
Subject thereto the Board or the board of directors of the Listing Vehicle (as the case
may be) shall make available sufficient authorised but unissued share capital of the
Company or the Listing Vehicle (as the case may be) to meet subsisting requirements on the
exercise of Options.
	 
	9.	 	DISPUTES
	 
	 	 	Any dispute arising in connection with the Scheme (whether as to the number of Shares the
subject of an Option, the amount of the Subscription Price or otherwise) shall be referred
to the decision of the Auditors who shall act as experts and not as arbitrators and whose
decision shall be final and binding.
	 
	10.	 	ALTERATION OF THE SCHEME
	 
	 	 	The Scheme may be altered in any respect by resolution of the Board or the board of
directors of the Listing Vehicle (as the case may be) except that the provisions of the
Scheme as to:






	 	(a)	 	the definitions of “Optionee” and “ Plan Termination Date” in Clause 1.1;
and




9









 






	 	(b)	 	the provisions of Clauses 3.1, 4, 5, 6, 7 and this Clause 10,






	 	 	shall not be altered to the advantage of Optionees except with the prior sanction of a
resolution of the Company or the Listing Vehicle (as the case may be) in general meeting,
provided that no such alteration shall operate to affect adversely the terms of issue of
any Option granted or agreed to be granted prior to such alteration except with the
consent or sanction of such number of Optionees as shall together hold Options in respect
of not less than three-fourths in nominal value of all Shares or shares of the Listing
Vehicle (as the case may be) then subject to Options granted under the Scheme.
	 
	11.	 	TERMINATION
	 
	 	 	The Company or the Listing Vehicle (as the case may be) by resolution in general meeting
or the Board or the board of directors of the Listing Vehicle (as the case may be) may at
any time terminate the operation of the Scheme and in such event no further Options will
be offered but Options granted before the such termination will continue to be effective
in accordance with their terms and conditions and the provisions of this Scheme.
	 
	12.	 	MISCELLANEOUS
	 
	12.1	 	The Company or the Listing Vehicle (as the case may be) shall bear the costs of establishing
and administering the Scheme.
	 
	12.2	 	Any notice or other communication between the Company or the Listing Vehicle (as the case may
be) and a Optionee may be given by sending the same by prepaid post or by personal delivery
to, in the case of the Company or the Listing Vehicle (as the case may be), the address of its
registered office or principal place of business in Hong Kong and, in the case of the
Optionee, his address as notified to the Company from time to time.
	 
	12.3	 	Any notice or other communication served by post:






	 	(a)	 	by the Company or the Listing Vehicle (as the case may be) shall be deemed
to have been served 24 hours after the same was put in the post; and
	 
	 	(b)	 	by the Optionee shall not be deemed to have been received until the same
shall have been received by the Company or the Listing Vehicle (as the case may be).






	12.4	 	A Optionee shall be responsible for obtaining any governmental or other official consent that
may be required by any country or jurisdiction in order to permit the grant or exercise of the
Option. The Company or the Listing Vehicle (as the case may be) shall not be responsible for
any failure by a Optionee to obtain any such consent or for any tax or other liability to
which a Optionee may become subject as a result of his participation in the Scheme.
	 
	12.5	 	The Scheme shall not confer on any person any legal or equitable rights (other than those
constituting the Options themselves) against the Company or the Listing
Vehicle (as the case may be) directly or indirectly or given rise to any case of action at
law or in equity against the Company or the Listing Vehicle (as the case may be).
	 
	12.6	 	The Scheme shall not form part of any contract of employment between the Group Companies and
any Optionee and the right and obligations of any Optionee under the terms of his office or
employment shall not be affected by his participation in it and the Scheme shall afford such a
Optionee no additional rights to compensation or damages in consequence of the termination of
such office or employment for any reason.
	 
	12.7	 	The Scheme and all Options granted hereunder shall be construed and enforced in accordance
with and governed by the laws of Hong Kong, without regard to otherwise applicable
conflict-of-laws principles.






10