EX-10.1





 Exhibit 10.1 

LUFAX HOLDING LTD 
 (a
limited company incorporated in the Cayman Islands) 
 Incentive Stock Plan I 

(Amended and Restated) 
  

	I.	 Interpretations 



Unless otherwise stated, the following terms or abbreviations used herein shall have the following meaning: 

 

			
	Shareholding Entity	  	means the entity designated by the Board to hold the shares of the Company under this Plan
		
	Board	  	means the Board of Directors of the Company
		
	Administrator	  	means the Board or any director, committee or any other person designated by the Board for the purpose of administration and implementation of this Plan, including but not limited to the Shareholding Entity
		
	Initial Public Offering	  	means initial public offering and listing of the Company on the Hong Kong Stock Exchange, the New York Stock Exchange, the NASDAQ Stock Market or any other internationally recognized stock exchange
		
	Share	  	means (i) the ordinary A shares of the Company prior to the Initial Public Offering; or (ii) ordinary shares of the Company with a par value of US$0.00001 per share after the Initial Public Offering
		
	Stock Option/ Option	  	means the right granted to a Grantee to purchase a certain number of issued shares of the Company (other than newly-issued shares) held by the Shareholding Entity over a certain period at the previously agreed price on the agreed
terms and conditions
		
	Employment Relationship	  	means the labor or employment relationship with the Company and the Related Entity
		
	Officer	  	means CEO, general manager, deputy general manager, assistant general manager, financial principal, and any other person determined in accordance with the relevant articles of association and the by Board from time to time
		
	Fair Market Value of Shares	  	means, as of any date, the value of Shares determined as follows: (i) if the Shares are traded in an open market, fair market value shall be (A) the closing price per share as quoted on the principal exchange the Board determines to
be the principal market on the last trading date immediately prior to the date of determination (or if no closing price is reported on that date, the closing price on the last trading date on which such closing price is reported) or (ii) in the
absence of an open market for trading of Shares described in (i) above, the fair market value shall be determined by the Board in good faith on the basis of the following factor: value per share appraised by a qualified appraiser approved by the
Board


  
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	Related Entity	  	means any entity directly or indirectly controlling the Company, controlled by the Company directly or indirectly through shares or agreement, or directly or indirectly under common control with the Company
		
	Grantee	  	means employees and any other person determined by the Board who are eligible to participate in this Plan hereunder
		
	Competition Event	  	a Competition Event occurs if any Grantee (i) becomes shareholder, director, Officer, employee, adviser or partner of any competitor of the Company or Related Entity; or (ii) engages in any act that may bring competitive advantages
for the competitor
		
	Company	  	means Lufax Holding Ltd. (formerly known as Wincon Investment Company Limited), a company incorporated and validly existing under the laws of the Cayman Islands
		
	Shareholder of the Company	  	means existing shareholder of the Company, excluding future contingent investor of the Company or any Grantee appearing after exercising of any Incentive Stock Plan (including this Plan)
		
	Incentive Stock Plan/this Plan/Plan	  	means this Incentive Stock Plan I
		
	Grant Notification of Option	  	means the notice given to eligible Grantees to grant a certain number of options to such Grantees
		
	Disability	  	means that a Grantee is unable to carry out the responsibilities and functions of the position held by the Grantee by reason of any work-related or non-work-related Disability or disease as evidenced by the labor ability appraisal
conclusion issued by the competent agency under legal standards in accordance with laws and regulations then in force
		
	Grant	  	means the act of giving the Option to the Grantee under this Plan
		
	Grant Date	  	means the date on which the Option is granted to the Grantee
		
	Vesting	  	means an act of administration through which a certain number of options that are non-exercisable become exercisable within the agreed timeframe in consideration of the company’s performance and the achievement of
Grantees
		
	Applicable Laws	  	means requirements of any applicable law related to the Shares, requirements of any applicable law related to the administration of the Incentive Stock Plan, rules of any relevant stock exchange and national market mechanism, and
laws and regulations of any jurisdiction that are applicable to the grant of Option to residents residing in any jurisdiction


  
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	Employee	  	means any person who maintains Employment Relationship with the Company or its Related Entity
		
	Exercise	  	means the act through which the Grantee purchases the issued shares of the Company held by the Shareholding Entity at the previously determined price upon the previously determined terms and conditions within the specified
period
		
	Exercise Price	  	means the price at which the Grantee purchases shares, which is determined by the Board at time of granting the option to the Grantee and specified in the grant notification of option
		
	Initial Date of Exercise	  	means the date on which the Grantee is entitled to exercise
		
	Validity Period	  	means the time slot commencing from the date on which the Option is granted to the Grantee and expires on the date on which the Option becomes invalid

  

	II.	 General Provisions 



 

	 	1.	 To attract and retain talents, promote long-term sustainable development of the Company and its Related
Entities, maximize the value of shareholders and achieve win-win situation among shareholders, the Company and employees, the Board adopted the Incentive Stock Plan dated December 12, 2014 (the “2014 Plan”). Due to change in the
shareholders of the Company, the Company decides to replace the 2014 Plan with this Incentive Stock Plan. Options granted pursuant to the 2014 Plan shall remain in force, but shall be exercised pursuant to the terms of this Plan.



  

	 	2.	 The Board formulates and entrusts the Administrator to implement this Incentive Stock Plan.



  

	 	3.	 Eligible Grantees will be granted a certain number of Options which will be vested and exercised, when they
meet certain conditions and time requirements, and ultimately obtain the corresponding Shares. 


  

	III.	 Grant of Option 



 

	 	1.	 The maximum aggregate number of shares to be used hereunder is 20,644,803 shares. 



 

	 	2.	 The Board inspects and decides whether to grant Options on an annual basis based on the need of business
development. 


  

	 	3.	 The scope of the granting group, grantees, and granting amount of each installment of option granting plans are
determined by the Board based on the positions and performance of the Grantees. 



  
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	 	4.	 The Exercise Price of options granted in each installment shall be arranged to valuate by the Board and
determined according to the following principles, and shall be specified in the Grant Notification of Option then issued to the Grantees: 


  

	 	(1)	 The Exercise Price of option shall not be lower than the higher of the following: 



 

	 	a)	 the Fair Market Value of Shares on the Grant Date; 



 

	 	b)	 the par value of the share. 



 

	 	(2)	 Subject to the listing rules and laws of the jurisdiction where the Company is listed, the Board is entitled to
ultimately decide on the Exercise Price of the option. 


  

	 	5.	 Unless otherwise provided by Applicable Laws and agreed by the Board, the Grantee shall not pledge, transfer or
dispose of the Options in any other way during the Validity Period; and on and after the date on which the Options are disposed of in violation of the Plan, all the Options held by the Grantee (regardless of whether effective or not) shall be
forfeited. Without affecting the forgoing, this Plan shall be binding on the successor or assignee of the Grantee. 


  

	 	6.	 The Granting, Vesting, Exercise and all other steps of Options shall comply with this Plan, relevant
resolutions adopted by the Board and provisions of Applicable Laws. The Company, Shareholders of the Company and Related Entities shall not be responsible for failure to obtain the necessary approval, registration or filing for Grant, Vesting,
exercise and other matters of Options from any competent regulator not due to intentional or gross negligence on the part of the Company, Shareholders of the Company or Related Entities. 



 

	 	7.	 The Board shall formulate the Key Terms of the Incentive Stock Plan I and the Notice to Employees (the
“Notice Letter”), and the Grantee shall sign and promise to abide by the Key Terms of the Incentive Stock Plan I and the Notice to Employees before obtaining the eligibility for Option. 



 

	IV.	 Vesting of Option 



 

	 	1.	 Unless otherwise decided by the Board, in principle, the options granted in each installment shall be vested
over a period of 4 years The first vesting date shall be the first anniversary date of the Grant Date (or the next day if there is no anniversary date). Except as otherwise provided in item 2 of Paragraph IV of this Plan, the maximum amount of
options that are may be vested in each year shall be 25% of the total options granted in such installment. 



  
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	 	2.	 The Board shall, according to the base of options to be vested in per year (that is, the total options granted
in the installment/predicted times of vesting), calculate the number of options actually vested based on the performance of the Company and individuals: 


  

	 	(1)	 The Board shall determine the option vesting coefficient for each year according to the overall operating
objective and achievement of the Company. The number of options actually vested by a Grantee in the year shall be the product of the current option vesting base of such Grantee and the said coefficient (the “Actual Effective Amount of that
Year”). For the first three vestings, if the option vesting coefficient for a year is less than 100%, the unvested portion may be postponed to the vesting time point of the next year (which may only be postponed to the next year of the
current year, but not to the third year) to judge whether such option is vestable: if 1) the option vesting coefficient for the next year is 100%, then all the unvested options is entitled to be vested; 2) option vesting coefficient for the next
year is less than 100%, all the unvested options shall be canceled. For the fourth vesting, if the option vesting coefficient for that year is less than 100%, the unvested portion shall be immediately canceled. 



 

	 	(2)	 If the last personal annual performance ranking of a Grantee falls within the last 10% of his/her ranking
group, such Grantee shall be disqualified for vesting the option for the current year, and the corresponding options that are vestable for that year shall be canceled, for which the Company will not make any other compensation.



  

	 	3.	 Notwithstanding the foregoing, the Board may, in accordance with its authority: 



 

	 	(1)	 stipulate separately the number of times and amount of each installment of options to be vested, either as a
whole or individually; and 


  

	 	(2)	 stipulate separately the special disposal of Options, either as a whole or individually. 



 

	V.	 Exercise of Option 



 

	 	1.	 Except as otherwise provided in this Plan, the Validity Period of each installment of option granted to the
Grantee shall be 10 years from the Grant Date, and the options that are not exercised during the Validity Period shall be canceled. If the Initial Public Offering of the Company has not been completed at the expiration of the Validity Period, the
Board may decide whether to extend the Validity Period if necessary. 


  

	 	2.	 Except as otherwise provided by this Plan and the Board or required by Applicable Laws, the Grantee shall, from
the Initial Date of Exercise to the end of Validity Period, make an application for the Exercise of vested options, in accordance with the Exercise process and notice determined by the Company at the time, and after the necessary elements such as
the Exercisable number, Exercise qualification and compliance conditions are confirmed by the Company, it shall be exercised in accordance with the Exercise Instruction and through the Exercise channel designated by the Company at the time. The
specific Exercise procedures may be amended by the Company from time to time based on the actual situation and issued and come into force upon approval by the Board of Directors or its authorized director. The Initial Date of Exercise shall be no
earlier than 6 months after the Initial Public Offering; and the maximum interval between the Initial Date of Exercise and the Grant Date shall not exceed 8 years. The Grantee will be notified in due course of the specific Initial Date of Exercise
by the Board. 



  
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	 	3.	 The Grantee shall exercise the option at Exercise Price determined at the time of grant and stated in the Grant
Notification of Option, and shall bear corresponding taxes, foreign exchange and other costs. If, for any reason attributable to the Grantee, including but not limited to insufficient personal funds and issues concerning personal foreign exchange,
the Grantee fail to exercise the Options in full, Grantee shall bear the consequential responsibilities and losses. 


  

	 	4.	 When exercising the option, the Grantee shall pay taxes in full in accordance with the provisions of the
relevant laws and regulations. If the Company or Related Entities is then required to withhold the tax, the Grantee shall cooperate with the Company or Related Entities. 



 

	 	5.	 The Option may only be exercised by the Grantee and the successor determined according to this Plan. An option
shall have been exercised if the Grantee issues exercise notice to the Shareholding Entity or other entities determined by the Board according to the relevant provisions of this Plan (the Company shall properly determine and provide the form of
exercise notice), fully pays the Exercise Price and taxes according to the laws, and if the registered holder of the Company Shares underlying the Option to be Exercised of the Company have been changed to the Grantee. 



 

	 	6.	 Before a Grantee is registered as a stock holder in the register of shareholders of the Company, such Grantee
shall not be entitled to any shareholders’ rights or interests attached to any share underlying the Option under this Plan. 


  

	 	7.	 After a Grantee becomes a stock holder of the Company by exercise of his/her options under this Plan, such
Grantee shall be bound by the articles of association of the Company and other relevant documents. For the avoidance of doubt, except as otherwise provided in this Plan, the Grantee shall not be entitled to any rights superior to other common
shareholders ranking pari passu with respect to their Exercised shares, including but not limited to drag-along right, preemption right, tag-along right or right of first refusal. 



 

	 	8.	 To the extent permitted by the Applicable Laws and in case of viability, notwithstanding the paragraph 5 of
this section, as an alternative to the payment and exercise method of Exercise Price listed in this Plan, with the consent of the Board, the Grantee may pay the Exercise Price by “simultaneous sale” promise. In other words, the Grantee
irrevocably chooses to exercise his/her option, and at the same time he/she sells the stocks purchased due to exercise that can at least pay the Exercise Price (up to all the stocks purchased due to exercise), and the Grantee promises to directly
pay the equal consideration of the Exercise Price to the Company when selling the stocks, and the sales proceeds exceeding the Exercise Price shall be paid to the Grantee. 



  
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	 	9.	 Unless approved by the Board, any transfer of the Exercised shares under the option by the Grantee shall be
publicly conducted on the secondary market, and any such share shall not be transferred by other means (including but not limited to the transfer inside the Grantee). The transfer of such shares by the Grantee shall also comply with the laws and
regulations of the place where the shares are listed and the rules of the exchange (including but not limited to the provisions on the lock-up period). 


  

	 	10.	 The exercise of the option and the transfer of the share under the option shall comply with all the Applicable
Laws, otherwise the shares shall not be transferred. 


  

	 	11.	 The Board may, in accordance with its authority, stipulate separately the maximum proportion of options that is
entitled to be exercised in each year after the Initial Date of Exercise, either as a whole or individually. 


  

	VI.	 Special Disposal of Option 



 

	 	1.	 If a Grantee cancels or terminates the employment relationship with the company he/she works for:



  

	 	(1)	 if the employment is terminated or expires (except for the circumstances described in items (2) and
(3) of paragraph 1 of this section) for whatever reason, all the Options held by such Grantee (whether effective or not) shall be forfeited, and the Company shall not make any compensation; 



 

	 	(2)	 if a Grantee retires after he/she serves for more than 5 years in the Company and reaches the legal retirement
age, or if a Grantee early retires, leaves office and dies due to Disability resulted from work-related injury, the granted Option may be further held, vested or exercised by such Grantee or his/her successor; 



 

	 	(3)	 if a Grantee early retires, leaves office and dies not due to Disability resulted from work-related injury,
such Grantee or his/her successor may continue holding and exercising all vested Options; and the outstanding Options shall be forfeited, for which the Company shall not make any compensation. 



  
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	 	2.	 In case of any violation of discipline and regulations committed by any Grantee during his/her employment, the
Company, the Shareholding Entity or any other entity determined by the Board shall have the right to properly dispose of the Options held by such Grantee according to the actual situation, including but not limited to: 



 

	 	(1)	 if the options of such Grantee have not been exercised, the Company, the Shareholding Entity or any other
entity determined by the Board shall have the right to cancel all or part of the options (whether effective or not) without any compensation. 


  

	 	(2)	 if the options of such Grantee have been exercised, the Company, the Shareholding Entity or any other entity
determined by the Board shall have the right (but not the obligation) to repurchase all or part of the shares acquired by such Grantee due to the exercise once or several times at any time at the lower of the Exercise Price paid by such Grantee (if
applicable) or the Fair Market Value of Shares (approved by the Board), and the times and amount of repurchase of the shares shall be determined by the Company, the Shareholding Entity or any other entity determined by the Board.



  

	VII.	 Competition Event 



 

	 	1.	 In case of any Competition Event of any Grantee: 



 

	 	(1)	 If, during the existence of the employment relationship or within 3 years after the cancellation or termination
of the employment relationship, any Grantee engages in any Competition Event without the written consent of the company he/she works for or the Company, all the Options (whether effective or not) held by the Grantee shall be forfeited without any
compensation; 


  

	 	(2)	 After a Grantee exercises his/her option, the Company, the Shareholding Entity or any other entity determined
by the Board shall have the right (but not the obligation) to repurchase the shares obtained by the Grantee due to such exercise upon the following terms at any time: after such Grantee engages in a Competition Event, the Company, the Shareholding
Entity or any other entity determined by the Board shall have the right to repurchase all or part of the shares acquired by such Grantee due to the exercise or vesting of such Option once or several times at any time at the lower of the Exercise
Price paid by such Grantee (if applicable) or the fair market value of the shares (approved by the Board), and the times and amount of repurchase of the shares shall be determined by the Company, the Shareholding Entity or any other entity
determined by the Board. 


  

	VIII.	 Related Matters 



 

	 	1.	 Unless otherwise provided by Applicable Laws and with the consent of the Board, no Grantee shall hold the
Options on behalf of others, otherwise all the Options held by the Grantee (whether vested or not) shall be cancelled. 



  
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	 	2.	 Prior to the completion of Initial Public Offering, if any Shareholder of the Company proposes to transfer 80%
or more of issued ordinary shares of the Company to a third party, and such shareholder requires any Grantee to transfer its shares in the Company (if any) to the third-party purchaser, the Grantee must transfer its shares in the Company to such
purchaser at the same price. 


  

	 	3.	 This Plan and information and documents relating to any stock incentive shall be confidential information. Any
Grantee shall not disclose it to any third party without the prior written consent of the Board. 


  

	 	4.	 The Board is entitled to interpret this Plan. Any determination and interpretation made by the Board shall be
final, conclusive and binding on all parties. 


  

	IX.	 Administration Body of this Plan and its Duties 



 

	 	1.	 The Board is responsible for determining the principles and framework of the Plan and ultimately reviewing and
approving the relevant matters of the Plan. 


  

	 	2.	 The Board may, depending on the circumstances, authorize the Administrator to carry out relevant matters and
some functions and powers related to the implementation of this Plan. 


  

	 	3.	 This Plan, after being approved, shall be administered and implemented by the Board or the Administrator.



  

	 	4.	 The Board has the right to determine that shares hereunder shall be held by the qualified Administrator
appointed by the Board, and the specific arrangements related to the escrow or administration shall be decided by the Board. 


  

	 	5.	 In the event of an increase or decrease in the number of shares issued by the Company due to stock split,
dividends, merger, reclassification or similar transactions affecting shares, the Board shall have the right to adjust the Options under this Plan, the number and price of shares and other matters, and the Board’s decision shall be final and
binding. If the Company issues any type of share or securities that can be converted into any type of share, the shares obtained by the Grantee due to exercise of relevant Options will be diluted accordingly, that is, the proportion of such shares
in all issued shares of the Company will be reduced accordingly. 


  

	X.	 In the event that the Applicable Laws change or adjust, the Board may designate another entity’s
Options to replace the options originally granted. The specific plan shall be decided by the Board and the Grantees shall accept it unconditionally. 



  
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	XI.	 The Board shall have the right to terminate, revise or adjust the Incentive Stock Plan in any event, and
the Board shall have the right but not the obligation to determine alternative plan and the Grantees shall accept it unconditionally. 


  

	XII.	 The Board reserves the right to revise the plan in accordance with the applicable laws as well as the
development of the company and the Grantee shall accept the corresponding revised rules in the future. 


  

	XIII.	 Entire Agreement 



This Plan, the Grant Notification of Option and the Notice Letter shall jointly constitute the entire agreement between the Grantees and the
Company with respect to this Plan and supersede all prior undertakings and agreements between the Company and the Grantees with respect to this Plan in their entirety. Nothing in this Plan, the Grant Notification of Option and the Notice Letter
(unless expressly provided in such documents) shall be deemed to be intended to grant to any person other than the Grantees and the Company any rights or remedies. 
  

	XIV.	 Governing Law 



This Plan, the Grant Notification of Option and the Notice Letter shall be governed by and construed in accordance with PRC laws (excluding
Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan). If any provision of this this Plan, the Grant Notification of Option and the Notice Letter is found to be illegal or unenforceable, then such provision shall
be enforced to the fullest extent permitted by law, and the other provisions shall remain valid and enforceable. 
  

	XV.	 Dispute Resolution 



Any dispute arising from this Plan, the Grant Notification of Option and the Notice Letter or in relation to them shall be submitted to
Shanghai International Economic and Trade Arbitration Commission for arbitration which shall be conducted in accordance with the arbitration rules in effect at the time of applying for arbitration. The arbitral award shall be final and binding upon
the Parties. The arbitration place shall be Shanghai. 
  

	XVI.	 Title 



The titles used in this Plan, the Grant Notification of Option and the Notice Letter shall be for convenience only and shall not be deemed to
be part of the Document or affect the interpretation thereof. 

  
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	XVII.	 Notice 



Any notice required or permitted under this document shall be given electronically or in writing. If in writing, the notice shall be deemed
effectively given upon delivery to Floor 15, No. 1333, Lujiazui Circle Road, Pudong District, Shanghai or as updated from time to time. 

  
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