2011 Equity Incentive Plan



 Exhibit 10.15 
 LOYALTY ALLIANCE ENTERPRISE CORPORATION 
 2011 EQUITY INCENTIVE PLAN

 1. Purposes of the Plan. The purposes of this Plan are: 

 

	 	•	 	 to attract and retain the best available personnel for positions of substantial responsibility, 



 

	 	•	 	 to provide additional incentive to Employees, Directors and Consultants, and 



 

	 	•	 	 to promote the success of the Company’s business. 


 The Plan permits the grant of Incentive Stock Options, Nonstatutory Stock Options, Restricted Shares, Restricted Share Units, Share Appreciation Rights, Performance Units and Performance Shares.

 2. Definitions. As used herein, the following definitions will apply: 

(a) “Administrator” means the Board or any of its Committees as will be administering the Plan, in accordance with
Section 4 of the Plan. 
 (b) “ADS” means an American Depository Share corresponding to a Share or Shares,
as applicable. 
 (c) “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 stock exchange or quotation system on which the Plan 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. 
 (d) “Award” means, individually or collectively, a grant
under the Plan of Options, Share Appreciation Rights, Restricted Shares, Restricted Share Units, Performance Units or Performance Shares. 
 (e) “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. 
 (f) “Board” means the Board of Directors of the Company. 

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

(i) A change in the ownership of the Company which occurs on the date that any one person, or more than one person acting as a group
(“Person”), acquires ownership of the shares of the Company that, together with the shares held by such Person, constitutes more than fifty percent (50%) of the total voting power of the shares of the Company; provided,
however, that for purposes of this subsection (i), the acquisition of additional shares by any one Person, who is considered to own more than fifty percent (50%) of the total voting power of the shares of the Company will not be considered a
Change in Control; or 

  
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 (ii) A change in the effective control of the Company which occurs on the date that a
majority of members of the Board is replaced during any twelve (12) month period by Directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election. For purposes
of this clause (ii), if any Person is considered to be in effective control of the Company, the acquisition of additional control of the Company by the same Person will not be considered a Change in Control; or 

(iii) A change in the ownership of a substantial portion of the Company’s assets which occurs on the date that any Person acquires
(or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such person or persons) assets from the Company that have a total gross fair market value equal to or more than 50% of the total gross
fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions; provided, however, that for purposes of this subsection (iii), the following will not constitute a change in the ownership of a substantial
portion of the Company’s assets: (A) a transfer to an entity that is controlled by the Company’s shareholders immediately after the transfer, or (B) a transfer of assets by the Company to: (1) a shareholder of the Company
(immediately before the asset transfer) in exchange for or with respect to the Company’s shares, (2) an entity, 50% or more of the total value or voting power of which is owned, directly or indirectly, by the Company, (3) a Person,
that owns, directly or indirectly, 50% or more of the total value or voting power of all the outstanding shares of the Company, or (4) an entity, at least 50% of the total value or voting power of which is owned, directly or indirectly, by a
Person described in this subsection (iii)(B)(3). For purposes of this subsection (iii), gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities
associated with such assets. 
 For purposes of this Section 2(g), persons will be considered to be acting as a group if
they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of shares, or similar business transaction with the Company. 
 (h) “Code” means the Internal Revenue Code of 1986, as amended. Any reference to a section of the Code herein will be a reference to any successor or amended section of the Code.

 (i) “Committee” means a committee of Directors or of other individuals satisfying Applicable Laws appointed
by the Board in accordance with Section 4 hereof. 
 (j) “Company” means Loyalty Alliance Enterprise
Corporation, a Cayman Islands corporation, or any successor thereto. 
 (k) “Consultant” means any person,
including an advisor, engaged by the Company or a Parent or Subsidiary to render services to such entity. 
 (l)
“Director” means a member of the Board. 

  
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 (m) “Disability” means total and permanent disability as defined in
Section 22(e)(3) of the Code, provided that in the case of Awards other than Incentive Stock Options, the Administrator in its discretion may determine whether a permanent and total disability exists in accordance with uniform and
non-discriminatory standards adopted by the Administrator from time to time. 
 (n) “Employee” means any
person, including Officers and Directors, employed by the Company or any Parent or Subsidiary 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. 
 (o) “Exchange Act” means the Securities Exchange Act of 1934, as amended. 

(p) “Exchange Program” means a program under which (i) outstanding Awards are surrendered or cancelled in exchange
for Awards of the same type (which may have higher or lower exercise prices and different terms), Awards of a different type, and/or cash, (ii) Participants would have the opportunity to transfer any outstanding Awards to a financial
institution or other person or entity selected by the Administrator, and/or (iii) the exercise price of an outstanding Award is reduced. The Administrator will determine the terms and conditions of any Exchange Program in its sole discretion.

 (q) “Fair Market Value” means, as of any date, the value of Plan Shares as the Administrator may determine
in good faith by reference to the price of such shares on any established stock exchange or a national market system on the day of determination if the Plan Shares are so listed on any established stock exchange or a national market system. If the
Plan Shares are not listed on any established stock exchange or a national market system, the value of Plan Shares will be as the Administrator may determine in good faith. 
 (r) “Fiscal Year” means the fiscal year of the Company. 
 (s)
“Incentive Stock Option” means an Option intended to qualify as an incentive stock option within the meaning of Section 422 of the Code and the regulations promulgated thereunder. 

(t) “Inside Director” means a Director who is an Employee. 

(u) “Nonstatutory Stock Option” means an Option that by its terms does not qualify or is not intended to qualify as an
Incentive Stock Option. 
 (v) “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. 
 (w) “Option” means
a stock option granted pursuant to the Plan. 
 (x) “Ordinary Share” means an ordinary share of the Company.

 (y) “Outside Director” means a Director who is not an Employee. 

  
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 (z) “Parent” means a “parent corporation,” whether now or
hereafter existing, as defined in Section 424(e) of the Code. 
 (aa) “Participant” means the holder of an
outstanding Award. 
 (bb) “Performance Share” means an Award denominated in Plan Shares which may be earned in
whole or in part upon attainment of performance goals or other vesting criteria as the Administrator may determine pursuant to Section 10. 
 (cc) “Performance Unit” means an Award which may be earned 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, Plan Shares or other securities or a combination of the foregoing pursuant to Section 10. 
 (dd)
“Period of Restriction” means the period during which the transfer of Restricted Shares are subject to restrictions and therefore, the Shares are subject to a substantial risk of forfeiture. Such restrictions may be based on the
passage of time, the achievement of target levels of performance, or the occurrence of other events as determined by the Administrator. 
 (ee) “Plan” means this 2011 Equity Incentive Plan. 
 (ff)
“Plan Shares” means, as applicable, Ordinary Shares or ADSs. 
 (gg) “Registration Date” means
the effective date of the first registration statement that is filed by the Company and declared effective pursuant to Section 12(g) of the Exchange Act, with respect to any class of the Company’s securities. 

(hh) “Restricted Share” means a Plan Share issued pursuant to a Restricted Share award under Section 7 of the Plan,
or issued pursuant to the early exercise of an Option. 
 (ii) “Restricted Share Unit” means a bookkeeping
entry representing an amount equal to the Fair Market Value of one Plan Share, granted pursuant to Section 8. Each Restricted Share Unit represents an unfunded and unsecured obligation of the Company. 

(jj) “Rule 16b-3” means Rule 16b-3 of the Exchange Act or any successor to Rule 16b-3, as in effect when discretion is
being exercised with respect to the Plan. 
 (kk) “Section 16(b)” means Section 16(b) of the Exchange
Act. 
 (ll) “Service Provider” means an Employee, Director or Consultant. 

(mm) “Share” means an Ordinary Share, as adjusted in accordance with Section 13 of the Plan. 

(nn) “Share Appreciation Right” means an Award, granted alone or in connection with an Option, that pursuant to
Section 9 is designated as a Share Appreciation Right. 

  
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 (oo) “Subsidiary” means a “subsidiary corporation”, whether now
or hereafter existing, as defined in Section 424(f) of the Code. 
 3.
Shares Subject to the Plan. 
 (a) Shares Subject to the Plan. Subject to
the provisions of Section 13 of the Plan, the maximum aggregate number of Shares that may be issued under the Plan is such number of Shares as shall be equal to 10,000,000 Shares, plus (i) any Shares that, as of the Registration Date, have
been reserved but not issued pursuant to any awards granted under the Company’s 2009 Equity Incentive Plan (the “Existing Plan”) and are not subject to any awards granted thereunder, and (ii) any Shares subject to stock
options or similar awards granted under the Existing Plan that expire or otherwise terminate without having been exercised in full and Shares issued pursuant to awards granted under the Existing Plan that are forfeited to or repurchased by the
Company, with the maximum number of Shares to be added to the Plan pursuant to clauses (i) and (ii) equal to 10,750,000 Shares. The Shares may be authorized, but unissued, or reacquired Shares. 

(b) Automatic Share Reserve Increase. The number of Shares available for issuance under the Plan will be increased on the first
day of each Fiscal Year beginning with the 2012 Fiscal Year, in an amount equal to the least of (i) 6,000,000 Shares, (ii) four percent (4%) of the outstanding Shares on the last day of the immediately preceding Fiscal Year or
(iii) such number of Shares determined by the Board. 
 (c) Lapsed Awards. If an Award expires or becomes
unexercisable without having been exercised in full, is surrendered pursuant to an Exchange Program, or, with respect to Restricted Shares, Restricted Share Units, Performance Units or Performance Shares, is forfeited to or repurchased by the
Company due to failure to vest, the unpurchased Shares (or for Awards other than Options or Share Appreciation Rights, the forfeited or repurchased Shares) which were subject thereto will become available for future grant or sale under the Plan
(unless the Plan has terminated). With respect to Share Appreciation Rights, only Shares actually issued (i.e., the net Shares issued) pursuant to a Share Appreciation Right will cease to be available under the Plan; all remaining Shares under
Share Appreciation Rights will remain available for future grant or sale under the Plan (unless the Plan has terminated). 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 repurchased by the Company or are forfeited to
the Company, such Shares will become available for future grant under the Plan. Shares used to pay the exercise price of an Award or to satisfy the tax withholding obligations related to an Award will become available for future grant or sale 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. Notwithstanding the foregoing and, subject to
adjustment as provided in Section 13, the maximum number of Shares that may be issued upon the exercise of Incentive Stock Options will equal the aggregate Share number stated in Section 3(a), plus, to the extent allowable under
Section 422 of the Code and the Treasury Regulations promulgated thereunder, any Shares that become available for issuance under the Plan pursuant to Sections 3(b) and 3(c). 

  
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 (d) 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. 
 (e)
Application to ADSs. For purposes of calculating the number of Shares issued under this Plan (and for purposes of calculating any other Share limit set forth herein), the issuance of an ADS shall be deemed to equal one Share, provided,
however, that if the number of Shares represented by an ADS is other than on a one-to-one basis, the number of Shares issued under this Plan (and any other Share limit set forth herein) shall be adjusted to reflect such issuance of ADSs. 

4. Administration of the Plan. 
 (a) Procedure. 
 (i) Multiple Administrative Bodies. Different
Committees with respect to different groups of Service Providers may administer the Plan. 
 (ii) Section 162(m).
To the extent that the Administrator determines it to be desirable to qualify Awards granted hereunder as “performance-based compensation” within the meaning of Section 162(m) of the Code, the Plan will be administered by a Committee
of two (2) or more “outside directors” within the meaning of Section 162(m) of the Code. 
 (iii) Rule
16b-3. To the extent desirable to qualify transactions hereunder as exempt under Rule 16b-3, the transactions contemplated hereunder will be structured to satisfy the requirements for exemption under Rule 16b-3. 

(iv) Other Administration. Other than as provided above, the Plan will be administered by (A) the Board or (B) a
Committee, which committee will be constituted to satisfy Applicable Laws. 
 (b) Powers of the Administrator. Subject to
the provisions of the Plan, 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 number of Plan Shares to be covered by each Award granted hereunder; 

(iv) to approve forms of Award Agreements 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 performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and any restriction or
limitation regarding any Award or the Plan Shares relating thereto, based in each case on such factors as the Administrator will determine; 

  
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 (vi) to determine the terms and conditions of any, and to institute any Exchange Program;

 (vii) to construe and interpret the terms of the Plan and Awards granted pursuant to the Plan; 

(viii) to prescribe, amend and rescind rules and regulations relating to the Plan, including rules and regulations relating to sub-plans
established for the purpose of satisfying applicable foreign laws; 
 (ix) to modify or amend each Award (subject to
Section 18(c) of the Plan), including but not limited to the discretionary authority to extend the post-termination exercisability period of Awards; 
 (x) to allow Participants to satisfy withholding tax obligations in such manner as prescribed in Section 14; 
 (xi) 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; 

(xii) to allow a Participant to defer the receipt of the payment of cash or the delivery of Plan Shares that would otherwise be due to
such Participant under an Award; 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. 
 5. Eligibility.
Nonstatutory Stock Options, Share Appreciation Rights, Restricted Shares, Restricted Share Units, Performance Shares and Performance Units may be granted to Service Providers. Incentive Stock Options may be granted only to Employees. 

6. Stock Options. 
 (a) Grant of Stock Options. Subject to the terms and conditions of the Plan, an Option 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. Each Option will be designated in the Award Agreement as either an Incentive Stock Option or a Nonstatutory Stock Option. However, notwithstanding such designation, to the extent that the aggregate Fair Market
Value of the Plan Shares with respect to which Incentive Stock Options are exercisable for the first time by the Participant during any calendar year (under all plans of the Company and any Parent or Subsidiary) exceeds one hundred thousand dollars
($100,000), such Options will be treated as Nonstatutory Stock Options. For purposes of this Section 6(a), Incentive Stock Options will be taken into account in the order in which they were granted. The Fair Market Value of the Plan Shares will
be determined as of the time the Option with respect to such Plan Shares is granted. 

  
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 (b) Number of Shares. The Administrator will have complete discretion to determine
the number of Plan Shares subject to an Option granted to any Participant. 
 (c) Exercise Price and Other Terms. The
Administrator, subject to the provisions of the Plan, will have complete discretion to determine the terms and conditions of Options granted under the Plan, provided, however, that the exercise price will not be less than one hundred percent
(100%) of the Fair Market Value of a Plan Share on the date of grant. In addition, in the case of an Incentive Stock Option granted to an employee of the Company or any Parent or Subsidiary of the Company who, at the time the Incentive Stock
Option is granted, owns stock representing more than ten percent (10%) of the voting power of all classes of shares of the Company or any Parent or Subsidiary, the per Plan Share exercise price will be no less than one hundred ten percent
(110%) of the Fair Market Value per Plan Share on the date of grant. Notwithstanding the foregoing provisions of this Section 6(c), Options may be granted with a per Plan Share exercise price of less than one hundred percent (100%) of
the Fair Market Value per Share on the date of grant pursuant to a transaction described in, and in a manner consistent with, Section 424(a) of the Code and the Treasury Regulations thereunder. 

(d) Option Agreement. 
 (i) Terms and Conditions. Each Option grant will be evidenced by an Award Agreement that will specify the exercise price, the term of the Option, the acceptable forms of consideration for exercise
(which may include any form of consideration permitted by Section 6(d)(ii), the conditions of exercise, and such other terms and conditions as the Administrator, in its sole discretion, will determine. 

(ii) Form of Consideration. The Administrator will determine the acceptable form of consideration for exercising an Option,
including the method of payment. In the case of an Incentive Stock Option, the Administrator will determine the acceptable form of consideration at the time of grant. Such consideration may consist entirely of: (1) cash; (2) check;
(3) promissory note, to the extent permitted by Applicable Laws, (4) other Shares, provided that such Shares have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Plan Shares as to which such Option
will be exercised and provided that accepting such Shares will not result in any adverse accounting consequences to the Company, as the Administrator determines in its sole discretion; (5) consideration received by the Company under a
broker-assisted (or other) cashless exercise program (whether through a broker or otherwise) implemented by the Company in connection with the Plan; (6) by net exercise; (7) such other consideration and method of payment for the issuance
of Plan Shares to the extent permitted by Applicable Laws; or (8) any combination of the foregoing methods of payment. 

(e) Term of Option. The term of each Option will be stated in the Award Agreement. In the case of an Incentive Stock Option, the
term will be ten (10) years from the date of grant or such shorter term as may be provided in the Award Agreement. Moreover, in the case of an Incentive Stock Option granted to a Participant who, at the time the Incentive Stock Option is
granted, owns Shares representing more than ten percent (10%) of the total combined voting power of all classes of Shares of the Company or any Parent or Subsidiary, the term of the Incentive Stock Option will be five (5) years from the
date of grant or such shorter term as may be provided in the Award Agreement. 

  
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 (f) Exercise of Option. 

(i) Procedure for Exercise; Rights as a Shareholder. 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 Plan Share. 

An Option will be deemed exercised when the Company receives: (i) notice of exercise (in such form as the Administrator will
specify from time to time) from the person entitled to exercise the Option, and (ii) full payment for the Plan Shares with respect to which the Option is exercised (together with 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. Plan Shares issued upon exercise of an Option will be issued in the name of the Participant or, if requested by the Participant,
in the name of the Participant and his or her spouse. Until the Plan Shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends
or any other rights as a shareholder will exist with respect to the Plan Shares subject to an Option, notwithstanding the exercise of the Option. The Company will issue (or cause to be issued) such Plan 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 Plan Shares are issued, except as provided in Section 13 of the Plan. 

Exercising an Option in any manner will decrease the number of Shares thereafter available, both for purposes of the Plan and for sale
under the Option, by the number of Shares as to which the Option is exercised. 
 (ii) Termination of Relationship as a
Service Provider. If a Participant ceases to be a Service Provider, other than upon the Participant’s death or Disability, the Participant may exercise his or her Option within such period of time as is specified in the Award Agreement to
the extent that the Option is vested on the date of termination (but in no event later than the expiration of the term of such Option as set forth in the Award Agreement). In the absence of a specified time in the Award Agreement, the Option will
remain exercisable for three (3) months following the Participant’s termination. Unless otherwise provided by the Administrator, if on the date of termination the Participant is not vested as to his or her entire Option, the Shares covered
by the unvested portion of the Option will revert to the Plan. If after termination the Participant does not exercise his or her Option within the time specified by the Administrator, the Option will terminate, and the Shares covered by such Option
will revert to the Plan. 
 (iii) Disability of Participant. If a Participant ceases to be a Service Provider as a
result of the Participant’s Disability, the Participant may exercise his or her Option within such period of time as is specified in the Award Agreement to the extent the Option is vested on the date of termination (but in no event later than
the expiration of the term of such Option as set forth in the Award Agreement). In the absence of a specified time in the Award Agreement, the Option will remain exercisable for twelve (12) months following the Participant’s termination.
Unless otherwise provided by the Administrator, if on the date of termination the Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option will revert to the Plan. If after termination the
Participant does not exercise his or her Option within the time specified herein, the Option will terminate, and the Shares covered by such Option will revert to the Plan. 

  
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 (iv) Death of Participant. If a Participant dies while a Service Provider, the
Option may be exercised following the Participant’s death within such period of time as is specified in the Award Agreement to the extent that the Option is vested on the date of death (but in no event may the option be exercised later than the
expiration of the term of such Option as set forth in the Award Agreement), by the Participant’s designated beneficiary, provided such beneficiary has been designated prior to Participant’s death in a form acceptable to the Administrator.
If no such beneficiary has been designated by the Participant, then such Option may be exercised by the personal representative of the Participant’s estate or by the person(s) to whom the Option is transferred pursuant to the Participant’s
will or in accordance with the laws of descent and distribution. In the absence of a specified time in the Award Agreement, the Option will remain exercisable for twelve (12) months following Participant’s death. Unless otherwise provided
by the Administrator, if at the time of death Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option will immediately revert to the Plan. If the Option is not so exercised within the time
specified herein, the Option will terminate, and the Shares covered by such Option will revert to the Plan. 
 7. Restricted
Shares. 
 (a) Grant of Restricted Shares. Subject to the terms and provisions 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, in its sole discretion, will determine. 
 (b) Restricted Share Agreement. Each Award of Restricted Shares will be evidenced by an Award Agreement that will specify the Period of Restriction, the number of Plan Shares granted, and such
other terms and conditions as the Administrator, in its sole discretion, will determine. Unless the Administrator determines otherwise, the Company as escrow agent will hold Restricted Shares until the restrictions on such Plan Shares have lapsed.

 (c) Transferability. Except as provided in this Section 7, Restricted Shares may not be sold, transferred,
pledged, assigned, or otherwise alienated or hypothecated until the end of the applicable Period of Restriction. 
 (d) Other
Restrictions. The Administrator, in its sole discretion, may impose such other restrictions on Restricted Shares as it may deem advisable or appropriate. 
 (e) Removal of Restrictions. Except as otherwise provided in this Section 7, Restricted Shares covered by each Restricted Share grant made under the Plan 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. The Administrator, in its discretion, may accelerate the time at which any restrictions will lapse or be removed. 

  
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 (f) Voting Rights. During the Period of Restriction, Service Providers holding
Restricted Shares granted hereunder may exercise full voting rights with respect to those Plan Shares, unless the Administrator determines otherwise. 
 (g) 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 Plan Shares, unless the Administrator provides otherwise. If any such dividends or distributions are paid in Plan Shares, the Plan Shares will be subject to the same restrictions on transferability and forfeitability as the
Restricted Shares with respect to which they were paid. 
 (h) Return of Restricted Shares to Company. On the date set
forth in the Award Agreement, the Restricted Shares for which restrictions have not lapsed will revert to the Company and again will become available for grant under the Plan. 
 8. Restricted Share Units. 
 (a) Grant. Restricted Share Units may
be granted at any time and from time to time as determined by the Administrator. After the Administrator determines that it will grant Restricted Share Units under the Plan, it will advise the Participant in an Award Agreement of the terms,
conditions, and restrictions related to the grant, including the number of Restricted Share Units. 
 (b) Vesting Criteria
and Other Terms. The Administrator will set vesting criteria in its discretion, which, depending on the extent to which the criteria are met, will determine the number of Restricted Share Units that will be paid out to the Participant. The
Administrator may set vesting criteria based upon the achievement of Company-wide, business unit, or individual goals (including, but not limited to, continued employment), or any other basis determined by the Administrator in its discretion.

 (c) Earning Restricted Share Units. Upon meeting the applicable vesting criteria, the Participant will be entitled to
receive a payout as determined by the Administrator. Notwithstanding the foregoing, at any time after the grant of Restricted Share Units, the Administrator, in its sole discretion, may reduce or waive any vesting criteria that must be met to
receive a payout. 
 (d) Form and Timing of Payment. Payment of earned Restricted Share Units will be made as soon as
practicable after the date(s) determined by the Administrator and set forth in the Award Agreement. The Administrator, in its sole discretion, may only settle earned Restricted Share Units in cash, Plan Shares, or a combination of both. 

(e) Cancellation. On the date set forth in the Award Agreement, all unearned Restricted Share Units will be forfeited to the
Company. 

  
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 9. Share Appreciation Rights. 

(a) Grant of Share Appreciation Rights. Subject to the terms and conditions of the Plan, a Share Appreciation Right 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. 

(b) Number of Shares. The Administrator will have complete discretion to determine the number of Share Appreciation Rights granted
to any Service Provider. 
 (c) Exercise Price and Other Terms. The per Plan Share exercise price for the Plan Shares to
be issued pursuant to exercise of a Share Appreciation Right will be determined by the Administrator and will be no less than one hundred percent (100%) of the Fair Market Value per Plan Share on the date of grant. Otherwise, the Administrator,
subject to the provisions of the Plan, will have complete discretion to determine the terms and conditions of Share Appreciation Rights granted under the Plan. 
 (d) Share Appreciation Right Agreement. Each Share Appreciation Right grant will be evidenced by an Award Agreement that will specify the exercise price, the term of the Share Appreciation Right,
the conditions of exercise, and such other terms and conditions as the Administrator, in its sole discretion, will determine. 

(e) Expiration of Share Appreciation Rights. A Share Appreciation Right granted under the Plan will expire upon the date
determined by the Administrator, in its sole discretion, and set forth in the Award Agreement. Notwithstanding the foregoing, the rules of Section 6(e) relating to the maximum term and Section 6(f) relating to exercise also will apply to
Share Appreciation Rights. 
 (f) Payment of Share Appreciation Right Amount. Upon exercise of a Share Appreciation
Right, a Participant will be entitled to receive payment from the Company in an amount determined by multiplying: 
 (i) The
difference between the Fair Market Value of a Plan Share on the date of exercise over the exercise price; times 
 (ii) The
number of Plan Shares with respect to which the Share Appreciation Right is exercised. 
 At the discretion of the
Administrator, the payment upon Share Appreciation Right exercise may be in cash, in Plan Shares of equivalent value, or in some combination thereof. 
 10. Performance Units and Performance Shares. 
 (a) Grant of Performance
Units/Shares. Performance Units and 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. 

  
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 (b) Value of Performance Units/Shares. Each Performance Unit will have an initial
value that is established by the Administrator on or before the date of grant. Each Performance Share will have an initial value equal to the Fair Market Value of a Plan Share on the date of grant. 

(c) Performance Objectives and Other Terms. 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/Shares that will be paid out to the Service
Providers. The time period during which the performance objectives or other vesting provisions must be met will be called the “Performance Period.” Each Award of Performance Units/Shares will be evidenced by an Award Agreement that will
specify the Performance Period, and such other terms and conditions as the Administrator, in its sole discretion, will determine. The Administrator may set performance objectives based upon the achievement of Company-wide, divisional, or individual
goals, applicable federal or state securities laws, or any other basis determined by the Administrator in its discretion. 
 (d)
Earning of Performance Units/Shares. After the applicable Performance Period has ended, the holder of Performance Units/Shares will be entitled to receive a payout of the number of Performance Units/Shares earned 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. After the grant of a Performance Unit/Share, the Administrator, in its sole
discretion, may reduce or waive any performance objectives or other vesting provisions for such Performance Unit/Share. 
 (e)
Form and Timing of Payment of Performance Units/Shares. Payment of earned Performance Units/Shares will be made as soon as practicable after the expiration of the applicable Performance Period. The Administrator, in its sole discretion, may
pay earned Performance Units/Shares in the form of cash, in Plan Shares (which have an aggregate Fair Market Value equal to the value of the earned Performance Units/Shares at the close of the applicable Performance Period) or in a combination
thereof. 
 (f) Cancellation of Performance Units/Shares. On the date set forth in the Award Agreement, all unearned or
unvested Performance Units/Shares will be forfeited to the Company, and again will be available for grant under the Plan. 
 11.
Leaves of Absence/Transfer Between Locations. Unless the Administrator provides otherwise, vesting of Awards granted hereunder will be suspended during any unpaid leave of absence. A Participant will not cease to be an Employee in the case of
(i) any leave of absence approved by the Company or (ii) transfers between locations of the Company or between the Company, its Parent, or any Subsidiary. For purposes of Incentive Stock Options, no such leave may exceed three
(3) months, unless 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 six (6) months following the first
(1st) day of such leave any Incentive Stock Option held by the Participant will cease to be treated as an Incentive Stock Option and will be treated for tax purposes as a Nonstatutory Stock Option. 

  
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 12. Transferability of Awards. Unless determined otherwise 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. 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, Plan Shares, other securities,
or other property), recapitalization, share split, reverse share split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Plan Shares or other securities of the Company, or other change in the
corporate structure of the Company affecting the Plan 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, will adjust the number and
class of Plan Shares that may be delivered under the Plan and/or the number, class, and price of Plan Shares covered by each outstanding Award, and the numerical Share limits in Section 3 of the Plan. 

(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 merger or Change in Control, each outstanding Award will be treated as the
Administrator determines, including, without limitation, that each Award be assumed or an equivalent option or right substituted by the successor corporation or a Parent or Subsidiary of the successor corporation. The Administrator will not be
required to treat all Awards similarly in the transaction. 
 In the event that the successor corporation does not assume or
substitute for the Award, the Participant will fully vest in and have the right to exercise all of his or her outstanding Options and Share Appreciation Rights, including as to Plan 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 Awards with performance-based vesting, all performance goals or other vesting criteria will be deemed achieved at one hundred percent
(100%) of target levels and all other terms and conditions met. In addition, if an Option or Share Appreciation Right 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 Share Appreciation Right will be exercisable for a period of time determined by the Administrator in its sole discretion, and the Option or Share Appreciation Right will terminate upon the expiration of such period.

 For the purposes of this subsection (c), an Award will be considered assumed if, following the Change in Control, the Award
confers the right to purchase or receive, for each Plan Share, subject to the Award immediately prior to the Change in Control, the consideration (whether shares, cash, or other securities or property) received in the Change in Control by holders of
Plan Shares for each Plan 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 Plan 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 Share Appreciation Right or upon the payout of a Restricted Share Unit, Performance Unit or Performance Share, for each Plan Share subject to such Award, 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 Plan Shares in the Change in Control. 

  
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 Notwithstanding anything in this Section 13(c) to the contrary, an Award that vests, is
earned or paid-out upon the satisfaction of one or more performance goals will not be considered assumed 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. 

Notwithstanding anything in this Section to the contrary, if a payment under an Award Agreement is subject to Code Section 409A and
if the change in control definition contained in the Award Agreement or other agreement related to the Award does not comply with the definition of “change in control” for purposes of a distribution under Code Section 409A, then any
payment of an amount that is otherwise accelerated under this Section will be delayed until the earliest time that such payment would be permissible under Code Section 409A without triggering any penalties applicable under Code
Section 409A. 
 14. Tax. 
 (a) Withholding Requirements. Prior to the delivery of any Plan Shares or cash pursuant to an Award (or exercise thereof), the Company will have the power and the right to deduct or withhold, or
require a Participant to remit to the Company, an amount sufficient to satisfy federal, state, local, foreign or other taxes (including the Participant’s FICA obligation) required 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 cash or Plan
Shares having a Fair Market Value equal to the minimum statutory amount required to be withheld, or (iii) delivering to the Company already-owned Plan Shares having a Fair Market Value equal to the minimum statutory amount required to be
withheld. The Fair Market Value of the Plan Shares to be withheld or delivered will be determined as of the date that the taxes are required to be withheld. 
 (c) Compliance With Code Section 409A. Awards will be designed and operated in such a manner that they are either exempt from the application of, or comply with, the requirements of Code
Section 409A such that the grant, payment, settlement or deferral will not be subject to the additional tax or interest applicable under Code Section 409A, except as otherwise determined in the sole discretion of the Administrator. The
Plan and each Award Agreement under the Plan is intended to meet the requirements of Code Section 409A and will be construed and interpreted in accordance with such intent, except as otherwise determined in the sole discretion of the
Administrator. To the extent that an Award or payment, or the settlement or deferral thereof, is subject to Code Section 409A the Award will be granted, paid, settled or deferred in a manner that will meet the requirements of Code
Section 409A, such that the grant, payment, settlement or deferral will not be subject to the additional tax or interest applicable under Code Section 409A. 

  
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 15. No Effect on Employment or Service. Neither the Plan nor any Award will confer
upon a Participant any right with respect to continuing the Participant’s relationship as a Service Provider with the Company, nor will they interfere in any way with the Participant’s right or the Company’s right to terminate such
relationship at any time, with or without cause, to the extent permitted by Applicable Laws. 
 16. Date of Grant. The
date of grant of an Award will be, for all purposes, the date on which the Administrator makes the determination granting such Award, or such other later date as is determined by the Administrator. Notice of the determination will be provided to
each Participant within a reasonable time after the date of such grant. 
 17. Term of Plan. Subject to Section 21
of the Plan, the Plan will become effective upon its adoption by the Board. It will continue in effect for a term of ten (10) years from the date adopted by the Board, unless terminated earlier under Section 18 of the Plan. 

18. 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. 
 19. Conditions Upon Issuance of Plan Shares. 
 (a) Legal Compliance.
Plan 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 Plan 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) Investment Representations. As a condition to the exercise of an Award,
the Company may require the person exercising such Award to represent and warrant at the time of any such exercise that the Plan Shares are being purchased only for investment and without any present intention to sell or distribute such Plan Shares
if, in the opinion of counsel for the Company, such a representation is required. 

  
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 20. 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 Plan Shares hereunder, will relieve the Company of any liability in respect of the failure
to issue or sell such Plan Shares as to which such requisite authority will not have been obtained. 
 21. Shareholder
Approval. The Plan will be subject to approval by the shareholders of the Company within twelve (12) months after the date the Plan is adopted by the Board. Such shareholder approval will be obtained in the manner and to the degree required
under Applicable Laws. 

  
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