ACTIONS
SEMICONDUCTOR CO., LTD.


 


Third Amended
and Restated 2007 Equity Performance and Incentive Plan


 


 


		1.	Purpose.
                                                                                            The
                                                                                            purpose of the Third Amended and Restated
                                                                                            2007 Equity Performance and Incentive
                                                                                            Plan (the “Plan”) is to
                                                                                            attract and retain officers, employees,
                                                                                            non-employee directors and consultants
                                                                                            for Actions Semiconductor Co., Ltd.,
                                                                                            a Cayman Islands exempted company,
                                                                                            and its Subsidiaries and to provide
                                                                                            to such persons incentives to stay
                                                                                            with the Company and make superior
                                                                                            contributions to the Company in the
                                                                                            future.



 


		2.	Definitions.
                                                                                            As
                                                                                            used in this Plan,



 


		(a)	“Board”
                                                                                                        means the Board of Directors
                                                                                                        of the Company and, to
                                                                                                        the extent of any delegation
                                                                                                        by the Board to a committee
                                                                                                        (or subcommittee thereof)
                                                                                                        pursuant to Section 13
                                                                                                        of this Plan, such committee
                                                                                                        (or subcommittee).



 


		(b)	“Company”
                                                                                                        means Actions Semiconductor
                                                                                                        Co., Ltd., a Cayman Islands
                                                                                                        exempted company, or any
                                                                                                        successor corporation
                                                                                                        thereto.



 


		(c)	“Date
                                                                                                        of Grant” means
                                                                                                        the date specified by
                                                                                                        the Board on which a grant
                                                                                                        of Option Rights or a
                                                                                                        grant or sale of Restricted
                                                                                                        Shares or Restricted Share
                                                                                                        Units will become effective
                                                                                                        (which date will not be
                                                                                                        earlier than the later
                                                                                                        of (i) the date on which
                                                                                                        the Board takes action
                                                                                                        with respect thereto;
                                                                                                        or (ii) the date on which
                                                                                                        a Participant commences
                                                                                                        the provision of services
                                                                                                        to the Company or any
                                                                                                        one or more of its Subsidiaries).



 


		(d)	“Director”
                                                                                                        means a member of the
                                                                                                        Board of Directors of
                                                                                                        the Company.



 


		(e)	“Employee”
                                                                                                        means any person employed
                                                                                                        by the Company or any
                                                                                                        of the Company’s
                                                                                                        present or future parent
                                                                                                        or subsidiary corporations
                                                                                                        as defined in sections
                                                                                                        424(e) or (f) of the U.S.
                                                                                                        Code, and any other entities
                                                                                                        the employees of which
                                                                                                        are eligible to receive
                                                                                                        incentive stock options
                                                                                                        under the U.S. Code. Neither
                                                                                                        service as a Director
                                                                                                        nor payment of a director’s
                                                                                                        fee by the Company will
                                                                                                        be sufficient to constitute
                                                                                                        “employment”
                                                                                                        by the Company.



 


		(f)	“Evidence
                                                                                                        of Award” means
                                                                                                        an agreement, certificate,
                                                                                                        resolution or other type
                                                                                                        or form of writing or
                                                                                                        other evidence approved
                                                                                                        by the Board that sets
                                                                                                        forth the terms and conditions
                                                                                                        of the awards granted.
                                                                                                        An Evidence of Award may
                                                                                                        be in an electronic medium,
                                                                                                        may be limited to notation
                                                                                                        on the books and records
                                                                                                        of the Company and, with
                                                                                                        the approval of the Board,
                                                                                                        need not be signed by
                                                                                                        a representative of the
                                                                                                        Company or a Participant.



 


		(g)	“Market
                                                                                                        Value per Share”
                                                                                                        means, as of any particular
                                                                                                        date, the fair market
                                                                                                        value of one of the Shares
                                                                                                        of the Company as determined
                                                                                                        by the Board.



 


		(h)	“Optionee”
                                                                                                        means the optionee named
                                                                                                        in an Evidence of Award
                                                                                                        evidencing an outstanding
                                                                                                        Option Right.



 



    	 



    	 



    




		(i)	“Option
                                                                                                        Price” means the
                                                                                                        purchase price payable
                                                                                                        on exercise of an Option
                                                                                                        Right.



 


		(j)	“Option
                                                                                                        Right” means the
                                                                                                        right to purchase Shares
                                                                                                        upon exercise of an option
                                                                                                        granted pursuant to Section
                                                                                                        4 of this Plan.



 


		(k)	“Participant”
                                                                                                        means a person who is
                                                                                                        selected by the Board
                                                                                                        to receive benefits under
                                                                                                        this Plan and who is at
                                                                                                        the time an officer, employee,
                                                                                                        non-employee director
                                                                                                        or consultant of the Company
                                                                                                        or any one or more of
                                                                                                        its Subsidiaries, or who
                                                                                                        has agreed to commence
                                                                                                        serving in any of such
                                                                                                        capacities within 90 days
                                                                                                        of the date on which the
                                                                                                        Board takes action to
                                                                                                        approve a grant of an
                                                                                                        award under this Plan.
                                                                                                        The term “Participant”
                                                                                                        shall also include any
                                                                                                        person who provides services
                                                                                                        to the Company or a Subsidiary
                                                                                                        that are equivalent to
                                                                                                        those typically provided
                                                                                                        by an employee.



 


		(l)	“PRC”
                                                                                                        means the People’s
                                                                                                        Republic of China.



 


		(m)	“Restriction
                                                                                                        Period” means the
                                                                                                        period of time during
                                                                                                        which Restricted Share
                                                                                                        Units are subject to deferral
                                                                                                        limitations under Section
                                                                                                        6 of this Plan.



 


		(n)	“Restricted
                                                                                                        Shares” means Shares
                                                                                                        granted or sold pursuant
                                                                                                        to Section 5 of this Plan
                                                                                                        as to which neither the
                                                                                                        risk of forfeiture nor
                                                                                                        the prohibition on transfers
                                                                                                        referred to in such Section
                                                                                                        5 has expired.



 


		(o)	“Restricted
                                                                                                        Share Units” means
                                                                                                        an award made pursuant
                                                                                                        to Section 6 of this Plan
                                                                                                        of the right to receive
                                                                                                        Shares at the end of a
                                                                                                        specified Restriction
                                                                                                        Period.



 


		(p)	“Shares”
                                                                                                        means the American Depositary
                                                                                                        Shares representing ordinary
                                                                                                        shares, par value US $0.000001
                                                                                                        per share, of the Company,
                                                                                                        or any security into which
                                                                                                        such Shares may be changed
                                                                                                        by reason of any transaction
                                                                                                        or event of the type referred
                                                                                                        to in Section 9 of this
                                                                                                        Plan.



 


		(q)	“Subsidiary”
                                                                                                        means a corporation, company
                                                                                                        or other entity (i) more
                                                                                                        than 50 percent of whose
                                                                                                        outstanding shares or
                                                                                                        securities (representing
                                                                                                        the right to vote for
                                                                                                        the election of directors
                                                                                                        or other managing authority)
                                                                                                        are, or (ii) which does
                                                                                                        not have outstanding shares
                                                                                                        or securities (as may
                                                                                                        be the case in a partnership,
                                                                                                        joint venture or unincorporated
                                                                                                        association), but more
                                                                                                        than 50 percent of whose
                                                                                                        ownership interest representing
                                                                                                        the right generally to
                                                                                                        make decisions for such
                                                                                                        other entity is, now or
                                                                                                        hereafter, owned or controlled,
                                                                                                        directly or indirectly,
                                                                                                        by the Company.



 


		(r)	“U.S.
                                                                                                        Code” means the
                                                                                                        United States Internal
                                                                                                        Revenue Code of 1986,
                                                                                                        as amended.



 



    	 



    	 



    




		3.	Shares
                                                                                                                        Available
                                                                                                                        Under
                                                                                                                        the Plan.
                                                                                                                        Subject
                                                                                                                        to adjustment
                                                                                                                        as provided
                                                                                                                        in Section
                                                                                                                        9 of this
                                                                                                                        Plan,
                                                                                                                        the number
                                                                                                                        of Shares
                                                                                                                        that may
                                                                                                                        be issued
                                                                                                                        or transferred
                                                                                                                        (i)
                                                                                                                        upon the
                                                                                                                        exercise
                                                                                                                        of Option
                                                                                                                        Rights,
                                                                                                                        (ii) as
                                                                                                                        Restricted
                                                                                                                        Shares
                                                                                                                        and released
                                                                                                                        from the
                                                                                                                        risk of
                                                                                                                        forfeiture
                                                                                                                        thereof,
                                                                                                                        (iii)
                                                                                                                        upon payment
                                                                                                                        of Restricted
                                                                                                                        Share
                                                                                                                        Units,
                                                                                                                        or (iv)
                                                                                                                        in payment
                                                                                                                        of dividend
                                                                                                                        equivalents
                                                                                                                        paid with
                                                                                                                        respect
                                                                                                                        to awards
                                                                                                                        made under
                                                                                                                        the Plan
                                                                                                                        shall
                                                                                                                        not exceed
                                                                                                                        in the
                                                                                                                        aggregate
                                                                                                                        11,400,000
                                                                                                                        Shares,
                                                                                                                        all of
                                                                                                                        which
                                                                                                                        are available
                                                                                                                        to be
                                                                                                                        granted
                                                                                                                        as incentive
                                                                                                                        stock
                                                                                                                        options
                                                                                                                        within
                                                                                                                        the meaning
                                                                                                                        of section
                                                                                                                        422 of
                                                                                                                        the U.S.
                                                                                                                        Code.
                                                                                                                        In addition
                                                                                                                        to the
                                                                                                                        Shares
                                                                                                                        authorized
                                                                                                                        by the
                                                                                                                        preceding
                                                                                                                        sentence,
                                                                                                                        to
                                                                                                                        the extent
                                                                                                                        any award
                                                                                                                        under
                                                                                                                        this Plan
                                                                                                                        otherwise
                                                                                                                        terminates
                                                                                                                        without
                                                                                                                        the issuance
                                                                                                                        of some
                                                                                                                        or all
                                                                                                                        of the
                                                                                                                        Shares
                                                                                                                        underlying
                                                                                                                        the award
                                                                                                                        to a Participant
                                                                                                                        or if
                                                                                                                        any Option
                                                                                                                        Right
                                                                                                                        under
                                                                                                                        this Plan
                                                                                                                        terminates
                                                                                                                        without
                                                                                                                        having
                                                                                                                        been exercised
                                                                                                                        in full,
                                                                                                                        the Shares
                                                                                                                        underlying
                                                                                                                        such award,
                                                                                                                        to the
                                                                                                                        extent
                                                                                                                        of any
                                                                                                                        such forfeiture
                                                                                                                        or termination,
                                                                                                                        shall
                                                                                                                        be available
                                                                                                                        for future
                                                                                                                        grant
                                                                                                                        under
                                                                                                                        this Plan
                                                                                                                        and credited
                                                                                                                        toward
                                                                                                                        the Plan
                                                                                                                        limit.
                                                                                                                        Such
                                                                                                                        Shares
                                                                                                                        may be
                                                                                                                        Shares
                                                                                                                        of original
                                                                                                                        issuance
                                                                                                                        or Shares
                                                                                                                        that have
                                                                                                                        been previously
                                                                                                                        issued
                                                                                                                        and acquired
                                                                                                                        by the
                                                                                                                        Company
                                                                                                                        or a combination
                                                                                                                        of the
                                                                                                                        foregoing.
                                                                                                                        The
                                                                                                                        Board
                                                                                                                        may, at
                                                                                                                        any time,
                                                                                                                        increase
                                                                                                                        or reduce
                                                                                                                        the number
                                                                                                                        of Shares
                                                                                                                        subject
                                                                                                                        to this
                                                                                                                        Plan,
                                                                                                                        but not
                                                                                                                        below
                                                                                                                        the number
                                                                                                                        of Shares
                                                                                                                        then issuable
                                                                                                                        upon outstanding,
                                                                                                                        unexercised
                                                                                                                        Option
                                                                                                                        Rights
                                                                                                                        and unvested
                                                                                                                        Restricted
                                                                                                                        Shares
                                                                                                                        and Restricted
                                                                                                                        Share
                                                                                                                        Units.
                                                                                                                        



 


		4.	Option
                                                                                                                        Rights.
                                                                                                                        The
                                                                                                                        Board
                                                                                                                        may, from
                                                                                                                        time to
                                                                                                                        time and
                                                                                                                        upon such
                                                                                                                        terms
                                                                                                                        and conditions
                                                                                                                        as it
                                                                                                                        may determine,
                                                                                                                        authorize
                                                                                                                        the granting
                                                                                                                        to Participants
                                                                                                                        of options
                                                                                                                        to purchase
                                                                                                                        Shares.
                                                                                                                        Such options
                                                                                                                        may be
                                                                                                                        “incentive
                                                                                                                        stock
                                                                                                                        options”
                                                                                                                        (within
                                                                                                                        the meaning
                                                                                                                        of section
                                                                                                                        422 of
                                                                                                                        the U.S.
                                                                                                                        Code.
                                                                                                                        Each such
                                                                                                                        grant
                                                                                                                        may utilize
                                                                                                                        any or
                                                                                                                        all of
                                                                                                                        the authorizations,
                                                                                                                        and will
                                                                                                                        be subject
                                                                                                                        to all
                                                                                                                        of the
                                                                                                                        requirements,
                                                                                                                        contained
                                                                                                                        in the
                                                                                                                        following
                                                                                                                        provisions:



 


		(a)	Each
                                                                                                        grant will specify the
                                                                                                        number of Shares to which
                                                                                                        it pertains subject to
                                                                                                        the limitations set forth
                                                                                                        in Section 3 of this Plan.



 


		(b)	Each
                                                                                                        grant will specify an
                                                                                                        Option Price per Share
                                                                                                        as determined by the Board,
                                                                                                        provided that, if the
                                                                                                        Participant receiving
                                                                                                        such grant is a United
                                                                                                        States taxpayer, such
                                                                                                        Option Price per Share
                                                                                                        shall not be less than
                                                                                                        100% of the Market Value
                                                                                                        per Share on the Date
                                                                                                        of Grant. In the case
                                                                                                        of an incentive stock
                                                                                                        option (A) granted to
                                                                                                        an Employee who, at the
                                                                                                        time the incentive stock
                                                                                                        option is granted, owns
                                                                                                        Shares representing more
                                                                                                        than ten percent (10%)
                                                                                                        of the voting power of
                                                                                                        all classes of share capital
                                                                                                        of the Company or any
                                                                                                        of the Company’s
                                                                                                        present or future parent
                                                                                                        or subsidiary corporations
                                                                                                        as defined in sections
                                                                                                        424(e) or (f) of the U.S.
                                                                                                        Code, the Option Price
                                                                                                        per Share will be no less
                                                                                                        than one hundred ten percent
                                                                                                        (110%) of the Market Value
                                                                                                        per Share on the Date
                                                                                                        of Grant; and (B) granted
                                                                                                        to any Employee other
                                                                                                        than an Employee described
                                                                                                        in paragraph (A) immediately
                                                                                                        above, the Option Price
                                                                                                        per Share will be no less
                                                                                                        than one hundred percent
                                                                                                        (100%) of the Market Value
                                                                                                        per Share on the Date
                                                                                                        of Grant.



 


		(c)	Each
                                                                                                        grant will specify whether
                                                                                                        the Option Price will
                                                                                                        be payable (i) in cash
                                                                                                        or by check acceptable
                                                                                                        to the Company in a currency
                                                                                                        determined by the Board,
                                                                                                        (ii) to the extent authorized
                                                                                                        by the Board, by the actual
                                                                                                        or constructive transfer
                                                                                                        to the Company of Shares
                                                                                                        owned by the Optionee
                                                                                                        having a value at the
                                                                                                        time of exercise equal
                                                                                                        to the total Option Price,
                                                                                                        (iii) by such other method
                                                                                                        of payment authorized
                                                                                                        by the Board, or (iv)
                                                                                                        by a combination of such
                                                                                                        methods of payment.



 



    	 



    	 



    




		(d)	To
                                                                                                        the extent permitted by
                                                                                                        law, any grant may provide
                                                                                                        for deferred payment of
                                                                                                        the Option Price from
                                                                                                        the proceeds of sale through
                                                                                                        a broker on a date satisfactory
                                                                                                        to the Company of some
                                                                                                        or all of the Shares to
                                                                                                        which such exercise relates.



 


		(e)	Successive
                                                                                                        grants may be made to
                                                                                                        the same Participant whether
                                                                                                        or not any Option Rights
                                                                                                        previously granted to
                                                                                                        such Participant remain
                                                                                                        unexercised.



 


		(f)	Each
                                                                                                        grant will specify the
                                                                                                        period or periods of continuous
                                                                                                        service by the Optionee
                                                                                                        with the Company or any
                                                                                                        Subsidiary that is necessary
                                                                                                        before the Option Rights
                                                                                                        or installments thereof
                                                                                                        will become exercisable.
                                                                                                        Notwithstanding the foregoing,
                                                                                                        any such grant of Option
                                                                                                        Rights may provide for
                                                                                                        the immediate exercisability
                                                                                                        of the Option Right.



 


		(g)	Any
                                                                                                        grant of Option Rights
                                                                                                        may specify management
                                                                                                        objectives that must be
                                                                                                        achieved as a condition
                                                                                                        to the exercise of such
                                                                                                        rights.



 


		(h)	The
                                                                                                        Board may, on or after
                                                                                                        the Date of Grant of any
                                                                                                        Option Rights, provide
                                                                                                        for the payment of dividend
                                                                                                        equivalents to the Optionee
                                                                                                        on either a current or
                                                                                                        deferred or contingent
                                                                                                        basis or may provide that
                                                                                                        such equivalents will
                                                                                                        be credited against the
                                                                                                        Option Price.



 


		(i)	No
                                                                                                        Option Right will be exercisable
                                                                                                        more than 10 years from
                                                                                                        the Date of Grant, except
                                                                                                        that an Option Right intended
                                                                                                        to be an incentive stock
                                                                                                        option issued to an individual
                                                                                                        who owns more than ten
                                                                                                        percent of the total outstanding
                                                                                                        voting power of the Company’s
                                                                                                        outstanding stock (within
                                                                                                        the meaning of section
                                                                                                        422 of the U.S. Code)
                                                                                                        will not have a term of
                                                                                                        more than 5 years.



 


		(j)	The
                                                                                                        Board reserves the discretion
                                                                                                        after the Date of Grant
                                                                                                        to provide for (i) the
                                                                                                        payment of a cash bonus
                                                                                                        at the time of exercise;
                                                                                                        (ii) the availability
                                                                                                        of a loan at exercise;
                                                                                                        (iii) the right to tender
                                                                                                        in satisfaction of the
                                                                                                        Option Price nonforfeitable,
                                                                                                        unrestricted Shares, which
                                                                                                        are already owned by the
                                                                                                        Optionee and have a value
                                                                                                        at the time of exercise
                                                                                                        that is equal to the Option
                                                                                                        Price.



 


		(k)	Each
                                                                                                        grant of Option Rights
                                                                                                        will be evidenced by an
                                                                                                        Evidence of Award. Each
                                                                                                        Evidence of Award shall
                                                                                                        be subject to the Plan
                                                                                                        and shall contain such
                                                                                                        terms and provisions as
                                                                                                        the Board may approve.



 


		(l)	A
                                                                                                        grant of Option Rights
                                                                                                        that is not intended to
                                                                                                        be an incentive stock
                                                                                                        option shall be designated
                                                                                                        as a “Nonstatutory
                                                                                                        Stock Option” or
                                                                                                        a “Nonqualified
                                                                                                        Stock Option.” Each
                                                                                                        grant that is intended
                                                                                                        to be an incentive stock
                                                                                                        option shall be subject
                                                                                                        to the following additional
                                                                                                        terms and conditions:
                                                                                                        (i) it shall only be granted
                                                                                                        to Employees, and shall
                                                                                                        be subject to and construed
                                                                                                        consistently with the
                                                                                                        requirements of section
                                                                                                        422 of the U.S. Code,
                                                                                                        (ii) it shall be treated
                                                                                                        as a nonqualified stock
                                                                                                        option to the extent that,
                                                                                                        in the calendar year in
                                                                                                        which the Option is first
                                                                                                        exercisable, the aggregate
                                                                                                        fair market value of the
                                                                                                        Shares subject to the
                                                                                                        Option Right (when added
                                                                                                        to other awards granted
                                                                                                        to the same individual
                                                                                                        that are intended to be
                                                                                                        incentive stock options
                                                                                                        under any plan maintained
                                                                                                        by the Company and certain
                                                                                                        related corporations)
                                                                                                        exceeds US$100,000 or
                                                                                                        such other limitation
                                                                                                        as might apply under section
                                                                                                        422 of the U.S. Code,
                                                                                                        (iii) it must be granted
                                                                                                        within 10 years from the
                                                                                                        adoption of the Plan or
                                                                                                        the date that it is approved
                                                                                                        by shareholders, whichever
                                                                                                        is earlier, (iv) it is
                                                                                                        not transferable other
                                                                                                        than by the laws of descent
                                                                                                        and distribution, and,
                                                                                                        during the optionholder’s
                                                                                                        lifetime, can be exercised
                                                                                                        only by the optionholder,
                                                                                                        and (iii) the Company
                                                                                                        shall have no liability
                                                                                                        to a Participant, or any
                                                                                                        other party, if an Option
                                                                                                        Right (or any part thereof)
                                                                                                        that is intended to be
                                                                                                        an incentive stock option
                                                                                                        is not an incentive stock
                                                                                                        option, or for any action
                                                                                                        taken by the Board, including
                                                                                                        without limitation the
                                                                                                        conversion of an incentive
                                                                                                        stock option to a nonstatutory
                                                                                                        stock option.



 



    	 



    	 



    




		5.	Restricted
                                                                                            Shares.
                                                                                            The Board may also authorize the grant
                                                                                            or sale of Restricted Shares to Participants.
                                                                                            Each such grant or sale may utilize
                                                                                            any or all of the authorizations,
                                                                                            and will be subject to all of the
                                                                                            requirements, contained in the following
                                                                                            provisions:



 


		(a)	Each
                                                                                                        such grant or sale will
                                                                                                        constitute an immediate
                                                                                                        transfer of the ownership
                                                                                                        of Shares to the Participant
                                                                                                        in consideration of the
                                                                                                        performance of services,
                                                                                                        entitling such Participant
                                                                                                        to voting, dividend and
                                                                                                        other ownership rights,
                                                                                                        but subject to the risk
                                                                                                        of forfeiture and restrictions
                                                                                                        on transfer hereinafter
                                                                                                        referred to.



 


		(b)	Each
                                                                                                        such grant or sale may
                                                                                                        be made without additional
                                                                                                        consideration or in consideration
                                                                                                        of a payment by such Participant
                                                                                                        that is less than the
                                                                                                        Market Value per Share
                                                                                                        at the Date of Grant.



 


		(c)	Each
                                                                                                        such grant or sale will
                                                                                                        provide that the Restricted
                                                                                                        Shares covered by such
                                                                                                        grant or sale will be
                                                                                                        subject to a risk of forfeiture
                                                                                                        for a period to be determined
                                                                                                        by the Board at the Date
                                                                                                        of Grant.



 


		(d)	Each
                                                                                                        such grant or sale will
                                                                                                        provide that during the
                                                                                                        period for which such
                                                                                                        risk of forfeiture is
                                                                                                        to continue, the transferability
                                                                                                        of the Restricted Shares
                                                                                                        will be prohibited or
                                                                                                        restricted in the manner
                                                                                                        and to the extent prescribed
                                                                                                        by the Board at the Date
                                                                                                        of Grant (which restrictions
                                                                                                        may include, without limitation,
                                                                                                        rights of repurchase or
                                                                                                        first refusal in the Company
                                                                                                        or provisions subjecting
                                                                                                        the Restricted Shares
                                                                                                        to a continuing risk of
                                                                                                        repurchase in the hands
                                                                                                        of any transferee).



 


		(e)	Any
                                                                                                        grant of Restricted Shares
                                                                                                        may specify management
                                                                                                        objectives that, if achieved,
                                                                                                        will result in termination
                                                                                                        or early termination of
                                                                                                        the restrictions applicable
                                                                                                        to such Shares.



 


		(f)	Any
                                                                                                        such grant or sale of
                                                                                                        Restricted Shares may
                                                                                                        require that any or all
                                                                                                        dividends or other distributions
                                                                                                        paid thereon during the
                                                                                                        period of such restrictions
                                                                                                        be automatically deferred
                                                                                                        and reinvested in additional
                                                                                                        Restricted Shares, which
                                                                                                        may be subject to the
                                                                                                        same restrictions as the
                                                                                                        underlying award.



 



    	 



    	 



    




		(g)	Each
                                                                                                        grant or sale of Restricted
                                                                                                        Shares will be evidenced
                                                                                                        by an Evidence of Award
                                                                                                        and will contain such
                                                                                                        terms and provisions,
                                                                                                        consistent with this Plan,
                                                                                                        as the Board may approve.
                                                                                                        Unless otherwise directed
                                                                                                        by the Board, all certificates
                                                                                                        representing Restricted
                                                                                                        Shares will be held in
                                                                                                        custody by the Company
                                                                                                        until all restrictions
                                                                                                        thereon will have lapsed,
                                                                                                        together with a stock
                                                                                                        power or powers executed
                                                                                                        by the Participant in
                                                                                                        whose name such certificates
                                                                                                        are registered, endorsed
                                                                                                        in blank and covering
                                                                                                        such Shares.



 


		6.	Restricted
                                                                                                   Share Units. The Board
                                                                                                   may also authorize the granting
                                                                                                   or sale of Restricted Share
                                                                                                   Units to Participants. Each
                                                                                                   such grant or sale may utilize
                                                                                                   any or all of the authorizations,
                                                                                                   and shall be subject to all
                                                                                                   of the requirements, contained
                                                                                                   in the following provisions:



 


		(a)	Each
                                                                                                        such grant or sale shall
                                                                                                        constitute the agreement
                                                                                                        by the Company to deliver
                                                                                                        Shares to the Participant
                                                                                                        in the future in consideration
                                                                                                        of the performance of
                                                                                                        services, but subject
                                                                                                        to the fulfillment of
                                                                                                        such conditions during
                                                                                                        the Restriction Period
                                                                                                        as the Board may specify.



 


		(b)	Each
                                                                                                        such grant or sale may
                                                                                                        be made without additional
                                                                                                        consideration or in consideration
                                                                                                        of a payment by such Participant
                                                                                                        that is less than the
                                                                                                        Market Value per Share
                                                                                                        at the Date of Grant.



 


		(c)	Each
                                                                                                        such grant or sale shall
                                                                                                        be subject to a Restriction
                                                                                                        Period, as determined
                                                                                                        by the Board at the Date
                                                                                                        of Grant.



 


		(d)	During
                                                                                                        the Restriction Period,
                                                                                                        the Participant shall
                                                                                                        have no right to transfer
                                                                                                        any rights under his or
                                                                                                        her award and shall have
                                                                                                        no rights of ownership
                                                                                                        in the Restricted Share
                                                                                                        Units and shall have no
                                                                                                        right to vote them, but
                                                                                                        the Board may, at or after
                                                                                                        the Date of Grant, authorize
                                                                                                        the payment of dividend
                                                                                                        equivalents on the Shares
                                                                                                        underlying such units
                                                                                                        on either a current or
                                                                                                        deferred or contingent
                                                                                                        basis, either in cash
                                                                                                        or in additional Shares.



 


		(e)	Each
                                                                                                        grant will specify whether
                                                                                                        the Restricted Share Units
                                                                                                        will be payable at the
                                                                                                        end of the Restriction
                                                                                                        Period (i) in cash in
                                                                                                        a currency determined
                                                                                                        by the Board, (ii) by
                                                                                                        the actual transfer to
                                                                                                        the Participant of Shares,
                                                                                                        or (iii) by a combination
                                                                                                        of such methods of payment.



 


		(f)	Any
                                                                                                        grant of Restricted Share
                                                                                                        Units may specify management
                                                                                                        objectives that, if achieved,
                                                                                                        will result in termination
                                                                                                        or early termination of
                                                                                                        the Restriction Period.



 


		(g)	Each
                                                                                                        grant or sale of Restricted
                                                                                                        Share Units shall be evidenced
                                                                                                        by an Evidence of Award
                                                                                                        and shall contain such
                                                                                                        terms and provisions,
                                                                                                        consistent with this Plan,
                                                                                                        as the Board may approve.



 


		7.	Type
                                                                                                                        of Securities
                                                                                                                        Issued.
                                                                                                                        In
                                                                                                                        lieu of
                                                                                                                        delivering
                                                                                                                        Shares
                                                                                                                        in connection
                                                                                                                        with an
                                                                                                                        award
                                                                                                                        of Option
                                                                                                                        Rights,
                                                                                                                        Restricted
                                                                                                                        Shares,
                                                                                                                        or Restricted
                                                                                                                        Shares
                                                                                                                        Units
                                                                                                                        under
                                                                                                                        this Plan,
                                                                                                                        the Board
                                                                                                                        may provide,
                                                                                                                        at or
                                                                                                                        after
                                                                                                                        the Date
                                                                                                                        of Grant,
                                                                                                                        that the
                                                                                                                        securities
                                                                                                                        to be
                                                                                                                        issued
                                                                                                                        or transferred
                                                                                                                        in connection
                                                                                                                        with such
                                                                                                                        awards
                                                                                                                        shall
                                                                                                                        be ordinary
                                                                                                                        shares,
                                                                                                                        par value
                                                                                                                        US $0.000001
                                                                                                                        per ordinary
                                                                                                                        share,
                                                                                                                        of the
                                                                                                                        Company.
                                                                                                                        



 



    	 



    	 



    




		8.	Transferability.



 


		(a)	Except
                                                                                                        as otherwise determined
                                                                                                        by the Board, no Option
                                                                                                        Right or other security
                                                                                                        granted under this Plan
                                                                                                        shall be transferable
                                                                                                        by a Participant other
                                                                                                        than by will or the laws
                                                                                                        of descent and distribution.
                                                                                                        Except as otherwise determined
                                                                                                        by the Board, Option Rights
                                                                                                        shall be exercisable during
                                                                                                        the Optionee’s lifetime
                                                                                                        only by him or her or
                                                                                                        by his or her guardian
                                                                                                        or legal representative.



 


		(b)	The
                                                                                                        Board may specify at the
                                                                                                        Date of Grant that part
                                                                                                        or all of the Shares that
                                                                                                        are (i) to be issued or
                                                                                                        transferred by the Company
                                                                                                        upon the exercise of Option
                                                                                                        Rights or upon the termination
                                                                                                        of the Restriction Period
                                                                                                        applicable to Restricted
                                                                                                        Share Units or (ii) no
                                                                                                        longer subject to the
                                                                                                        risk of forfeiture and
                                                                                                        restrictions on transfer
                                                                                                        referred to in Sections
                                                                                                        5 and 6 of this Plan,
                                                                                                        will be subject to further
                                                                                                        restrictions on transfer.



 


		9.	Adjustments.
                                                                                            The
                                                                                            Board shall make or provide for such
                                                                                            adjustments in the numbers of Shares
                                                                                            covered by outstanding Option Rights
                                                                                            granted hereunder, in the Option Price,
                                                                                            and in the kind of shares covered
                                                                                            thereby and such other amendments
                                                                                            to the terms of any outstanding awards
                                                                                            granted hereunder, as the Board, in
                                                                                            its sole discretion, exercised in
                                                                                            good faith, may determine is equitably
                                                                                            required or appropriate to prevent
                                                                                            dilution or enlargement of the rights
                                                                                            of Participants that otherwise would
                                                                                            result from (a) any stock dividend,
                                                                                            stock split, combination of shares,
                                                                                            recapitalization or other change in
                                                                                            the capital structure of the Company,
                                                                                            (b) any merger, consolidation, spin-off,
                                                                                            split-off, spin-out, split-up, reorganization,
                                                                                            partial or complete liquidation or
                                                                                            other distribution of assets, issuance
                                                                                            of rights or warrants to purchase
                                                                                            securities, or (c) any other corporate
                                                                                            transaction or event having an effect
                                                                                            similar to any of the foregoing. Moreover,
                                                                                            in the event of any such transaction
                                                                                            or event, the Board, in its discretion,
                                                                                            may provide in substitution for any
                                                                                            or all outstanding awards under this
                                                                                            Plan such alternative consideration
                                                                                            as it, in good faith, may determine
                                                                                            to be equitable in the circumstances
                                                                                            and may require in connection therewith
                                                                                            the surrender of all awards so replaced.
                                                                                            The Board shall also make or provide
                                                                                            for such adjustments in the number
                                                                                            of Shares specified in Section 3 of
                                                                                            this Plan as the Board in its sole
                                                                                            discretion, exercised in good faith,
                                                                                            may determine is appropriate to reflect
                                                                                            any transaction or event described
                                                                                            in this Section 9.



 


		10.	Fractional
                                                                                             Shares.
                                                                                             The Company shall not be required
                                                                                             to issue any fractional Shares pursuant
                                                                                             to this Plan. The Board may provide
                                                                                             for the elimination of fractions
                                                                                             or for the settlement of fractions
                                                                                             in cash.



 


		11.	Withholding
                                                                                             Taxes.
                                                                                             To the extent that the Company is
                                                                                             required to withhold PRC or other
                                                                                             taxes in connection with any payment
                                                                                             made or benefit realized by a Participant
                                                                                             or other person under this Plan,
                                                                                             and the amounts available to the
                                                                                             Company for such withholding are
                                                                                             insufficient, it will be a condition
                                                                                             to the receipt of such payment or
                                                                                             the realization of such benefit that
                                                                                             the Participant or such other person
                                                                                             make arrangements satisfactory to
                                                                                             the Company for payment of the balance
                                                                                             of such taxes required to be withheld,
                                                                                             which arrangements (in the discretion
                                                                                             of the Board) may include relinquishment
                                                                                             of a portion of such benefit.



 



    	 



    	 



    




		12.	Multiple
                                                                                                                                                       Jurisdictions.
                                                                                                                                                       In
                                                                                                                                                       order
                                                                                                                                                       to
                                                                                                                                                       facilitate
                                                                                                                                                       the
                                                                                                                                                       making
                                                                                                                                                       of
                                                                                                                                                       any
                                                                                                                                                       grant
                                                                                                                                                       under
                                                                                                                                                       this
                                                                                                                                                       Plan,
                                                                                                                                                       the
                                                                                                                                                       Board
                                                                                                                                                       may
                                                                                                                                                       provide
                                                                                                                                                       for
                                                                                                                                                       such
                                                                                                                                                       special
                                                                                                                                                       terms
                                                                                                                                                       for
                                                                                                                                                       awards
                                                                                                                                                       to
                                                                                                                                                       Participants
                                                                                                                                                       who
                                                                                                                                                       are
                                                                                                                                                       employed
                                                                                                                                                       by
                                                                                                                                                       the
                                                                                                                                                       Company
                                                                                                                                                       or
                                                                                                                                                       any
                                                                                                                                                       of
                                                                                                                                                       its
                                                                                                                                                       Subsidiaries
                                                                                                                                                       in
                                                                                                                                                       any
                                                                                                                                                       particular
                                                                                                                                                       jurisdiction
                                                                                                                                                       other
                                                                                                                                                       than
                                                                                                                                                       the
                                                                                                                                                       PRC,
                                                                                                                                                       or
                                                                                                                                                       who
                                                                                                                                                       are
                                                                                                                                                       nationals
                                                                                                                                                       of
                                                                                                                                                       any
                                                                                                                                                       particular
                                                                                                                                                       jurisdiction
                                                                                                                                                       other
                                                                                                                                                       than
                                                                                                                                                       the
                                                                                                                                                       PRC,
                                                                                                                                                       as
                                                                                                                                                       the
                                                                                                                                                       Board
                                                                                                                                                       may
                                                                                                                                                       consider
                                                                                                                                                       necessary
                                                                                                                                                       or
                                                                                                                                                       appropriate
                                                                                                                                                       to
                                                                                                                                                       accommodate
                                                                                                                                                       differences
                                                                                                                                                       in
                                                                                                                                                       local
                                                                                                                                                       law,
                                                                                                                                                       tax
                                                                                                                                                       policy
                                                                                                                                                       or
                                                                                                                                                       custom.
                                                                                                                                                       In
                                                                                                                                                       addition,
                                                                                                                                                       the
                                                                                                                                                       Board
                                                                                                                                                       may
                                                                                                                                                       approve
                                                                                                                                                       such
                                                                                                                                                       supplements
                                                                                                                                                       to
                                                                                                                                                       or
                                                                                                                                                       restatements
                                                                                                                                                       or
                                                                                                                                                       alternative
                                                                                                                                                       versions
                                                                                                                                                       of
                                                                                                                                                       this
                                                                                                                                                       Plan,
                                                                                                                                                       including,
                                                                                                                                                       without
                                                                                                                                                       limitation,
                                                                                                                                                       a
                                                                                                                                                       sub-plan
                                                                                                                                                       to
                                                                                                                                                       this
                                                                                                                                                       Plan,
                                                                                                                                                       as
                                                                                                                                                       it
                                                                                                                                                       may
                                                                                                                                                       consider
                                                                                                                                                       necessary
                                                                                                                                                       or
                                                                                                                                                       appropriate
                                                                                                                                                       for
                                                                                                                                                       such
                                                                                                                                                       purposes,
                                                                                                                                                       without
                                                                                                                                                       thereby
                                                                                                                                                       affecting
                                                                                                                                                       the
                                                                                                                                                       terms
                                                                                                                                                       of
                                                                                                                                                       this
                                                                                                                                                       Plan
                                                                                                                                                       as
                                                                                                                                                       in
                                                                                                                                                       effect
                                                                                                                                                       for
                                                                                                                                                       any
                                                                                                                                                       other
                                                                                                                                                       purpose,
                                                                                                                                                       and
                                                                                                                                                       the
                                                                                                                                                       Company
                                                                                                                                                       Secretary
                                                                                                                                                       or
                                                                                                                                                       other
                                                                                                                                                       appropriate
                                                                                                                                                       officer
                                                                                                                                                       of
                                                                                                                                                       the
                                                                                                                                                       Company
                                                                                                                                                       may
                                                                                                                                                       certify
                                                                                                                                                       any
                                                                                                                                                       such
                                                                                                                                                       document
                                                                                                                                                       as
                                                                                                                                                       having
                                                                                                                                                       been
                                                                                                                                                       approved
                                                                                                                                                       and
                                                                                                                                                       adopted
                                                                                                                                                       in
                                                                                                                                                       the
                                                                                                                                                       same
                                                                                                                                                       manner
                                                                                                                                                       as
                                                                                                                                                       this
                                                                                                                                                       Plan.
                                                                                                                                                       No
                                                                                                                                                       such
                                                                                                                                                       special
                                                                                                                                                       terms,
                                                                                                                                                       supplements
                                                                                                                                                       or
                                                                                                                                                       restatements,
                                                                                                                                                       however,
                                                                                                                                                       shall
                                                                                                                                                       include
                                                                                                                                                       any
                                                                                                                                                       provisions
                                                                                                                                                       that
                                                                                                                                                       are
                                                                                                                                                       inconsistent
                                                                                                                                                       with
                                                                                                                                                       the
                                                                                                                                                       terms
                                                                                                                                                       of
                                                                                                                                                       this
                                                                                                                                                       Plan
                                                                                                                                                       as
                                                                                                                                                       then
                                                                                                                                                       in
                                                                                                                                                       effect
                                                                                                                                                       unless
                                                                                                                                                       this
                                                                                                                                                       Plan
                                                                                                                                                       could
                                                                                                                                                       have
                                                                                                                                                       been
                                                                                                                                                       amended
                                                                                                                                                       to
                                                                                                                                                       eliminate
                                                                                                                                                       such
                                                                                                                                                       inconsistency
                                                                                                                                                       without
                                                                                                                                                       further
                                                                                                                                                       approval
                                                                                                                                                       by
                                                                                                                                                       the
                                                                                                                                                       shareholders
                                                                                                                                                       of
                                                                                                                                                       the
                                                                                                                                                       Company.



 


		13.	Administration
                                                                                                    of the Plan.



 


		(a)	This
                                                                                                        Plan will be administered
                                                                                                        by the Board, which may
                                                                                                        from time to time delegate
                                                                                                        all or any part of its
                                                                                                        authority under this Plan
                                                                                                        to the Compensation Committee
                                                                                                        of the Board (or a subcommittee
                                                                                                        thereof), as constituted
                                                                                                        from time to time. A majority
                                                                                                        of the committee (or subcommittee)
                                                                                                        will constitute a quorum,
                                                                                                        and the action of the
                                                                                                        members of the committee
                                                                                                        (or subcommittee) present
                                                                                                        at any meeting at which
                                                                                                        a quorum is present, or
                                                                                                        acts unanimously approved
                                                                                                        in writing, will be the
                                                                                                        acts of the committee
                                                                                                        (or subcommittee). To
                                                                                                        the extent of any such
                                                                                                        delegation, references
                                                                                                        in this Plan to the Board
                                                                                                        will be deemed to be references
                                                                                                        to such committee or subcommittee.



 


		(b)	The
                                                                                                        interpretation and construction
                                                                                                        by the Board of any provision
                                                                                                        of this Plan or of any
                                                                                                        agreement, notification
                                                                                                        or document evidencing
                                                                                                        the grant of Option Rights,
                                                                                                        Restricted Shares or Restricted
                                                                                                        Share Units and any determination
                                                                                                        by the Board pursuant
                                                                                                        to any provision of this
                                                                                                        Plan or of any such agreement,
                                                                                                        notification or document
                                                                                                        will be final and conclusive.
                                                                                                        No member of the Board
                                                                                                        will be liable for any
                                                                                                        such action or determination
                                                                                                        made in good faith.



 


		14.	Amendments,
                                                                                                                         Etc.



 


		(a)	The
                                                                                                        Board may at any time
                                                                                                        and from time to time
                                                                                                        amend the Plan in whole
                                                                                                        or in part; provided,
                                                                                                        however, that any amendment
                                                                                                        which must be approved
                                                                                                        by the shareholders of
                                                                                                        the Company in order to
                                                                                                        comply with applicable
                                                                                                        law or the rules of the
                                                                                                        NASDAQ Global Market or,
                                                                                                        if the Shares are not
                                                                                                        quoted on the NASDAQ Global
                                                                                                        Market, the principal
                                                                                                        national securities exchange
                                                                                                        upon which the Shares
                                                                                                        are traded or quoted (“Applicable
                                                                                                        Law”), will not
                                                                                                        be effective unless and
                                                                                                        until such approval has
                                                                                                        been obtained. Nothing
                                                                                                        herein shall be construed
                                                                                                        to limit the Company’s
                                                                                                        authority to offer similar
                                                                                                        or dissimilar benefits
                                                                                                        under other plans or otherwise
                                                                                                        with or without further
                                                                                                        shareholder approval.



 



    	 



    	 



    




		(b)	The
                                                                                                        Board also may permit
                                                                                                        Participants to elect
                                                                                                        to defer the issuance
                                                                                                        of Shares or the settlement
                                                                                                        of awards in cash under
                                                                                                        the Plan pursuant to such
                                                                                                        rules, procedures or programs
                                                                                                        as it may establish for
                                                                                                        purposes of this Plan.
                                                                                                        The Board also may provide
                                                                                                        that deferred issuances
                                                                                                        and settlements include
                                                                                                        the payment or crediting
                                                                                                        of dividend equivalents
                                                                                                        or interest on the deferral
                                                                                                        amounts.



 


		(c)	The
                                                                                                        Board may condition the
                                                                                                        grant of any award or
                                                                                                        combination of awards
                                                                                                        authorized under this
                                                                                                        Plan on the surrender
                                                                                                        or deferral by the Participant
                                                                                                        of his or her right to
                                                                                                        receive a cash bonus or
                                                                                                        other compensation otherwise
                                                                                                        payable by the Company
                                                                                                        or a Subsidiary to the
                                                                                                        Participant.



 


		(d)	In
                                                                                                        case of termination of
                                                                                                        employment by reason of
                                                                                                        death, disability or normal
                                                                                                        or early retirement, or
                                                                                                        in the case of hardship
                                                                                                        or other special circumstances,
                                                                                                        of a Participant who holds
                                                                                                        an Option Right not immediately
                                                                                                        exercisable in full, or
                                                                                                        any Restricted Shares
                                                                                                        as to which the risk of
                                                                                                        forfeiture or the prohibition
                                                                                                        or restriction on transfer
                                                                                                        has not lapsed, or any
                                                                                                        Restricted Share Units
                                                                                                        as to which the Restriction
                                                                                                        Period has not been completed,
                                                                                                        or who holds Shares subject
                                                                                                        to any transfer restriction
                                                                                                        imposed pursuant to Section
                                                                                                        8(b) of this Plan, the
                                                                                                        Board may, in its sole
                                                                                                        discretion, accelerate
                                                                                                        the time at which such
                                                                                                        Option Right may be exercised
                                                                                                        or the time at which such
                                                                                                        risk of forfeiture or
                                                                                                        prohibition or restriction
                                                                                                        on transfer will lapse
                                                                                                        or the time when such
                                                                                                        Restriction Period will
                                                                                                        end or the time when such
                                                                                                        transfer restriction will
                                                                                                        terminate or may waive
                                                                                                        any other limitation or
                                                                                                        requirement under any
                                                                                                        such award.



 


		(e)	This
                                                                                                        Plan shall not confer
                                                                                                        upon any Participant any
                                                                                                        right with respect to
                                                                                                        employment or other service
                                                                                                        with the Company or any
                                                                                                        Subsidiary (including,
                                                                                                        without limitation, continuation
                                                                                                        of employment), nor shall
                                                                                                        it interfere in any way
                                                                                                        with any right the Company
                                                                                                        or any Subsidiary would
                                                                                                        otherwise have to terminate
                                                                                                        such Participant’s
                                                                                                        employment or other service
                                                                                                        at any time, with or without
                                                                                                        cause. The terms of employment
                                                                                                        of an employee shall not
                                                                                                        be affected by the execution
                                                                                                        of this Plan. Awards granted
                                                                                                        under this Plan shall
                                                                                                        not form a part of the
                                                                                                        terms of employment of
                                                                                                        an employee or entitle
                                                                                                        such employee to take
                                                                                                        into account awards granted
                                                                                                        under this Plan when calculating
                                                                                                        any compensation or damages
                                                                                                        upon the termination of
                                                                                                        such employee’s
                                                                                                        employment for any reason.



 


		(f)	This
                                                                                                        Plan shall be effective
                                                                                                        immediately upon its adoption
                                                                                                        by the Board; provided,
                                                                                                        however, that this Plan
                                                                                                        will be subject to approval
                                                                                                        by the shareholders of
                                                                                                        the Company within 12
                                                                                                        months after the date
                                                                                                        this Plan is adopted by
                                                                                                        the Board, which shareholder
                                                                                                        approval will be obtained
                                                                                                        in the manner and to the
                                                                                                        degree required under
                                                                                                        Applicable Law. Any Option
                                                                                                        Rights intended to be
                                                                                                        granted as incentive stock
                                                                                                        options under this Plan
                                                                                                        shall be deemed nonstatutory
                                                                                                        stock options or nonqualified
                                                                                                        stock options if the Plan
                                                                                                        is not approved by the
                                                                                                        shareholders within such
                                                                                                        12-month period.



 



    	 



    	 



    




		15.	Governing
                                                                                             Law.
                                                                                             The Plan and all grants and awards
                                                                                             and actions taken thereunder shall
                                                                                             be governed by and construed in accordance
                                                                                             with the internal substantive laws
                                                                                             of the Cayman Islands.



 


		16.	Compliance
                                                                                             with Law.
                                                                                             The grant of awards and the issuance
                                                                                             of Shares in connection with such
                                                                                             awards under this Plan shall be subject
                                                                                             to compliance with all applicable
                                                                                             requirements of the laws of the PRC,
                                                                                             the laws of the Cayman Islands, and
                                                                                             United States federal and state law
                                                                                             with respect to such securities.
                                                                                             Option Rights may not be exercised
                                                                                             and Restricted Share Units may not
                                                                                             be paid out if the issuance of Shares
                                                                                             would constitute a violation of any
                                                                                             such applicable or other laws or
                                                                                             regulations or the requirements of
                                                                                             any stock exchange or market system
                                                                                             upon which the Shares may then be
                                                                                             listed. In addition, no Option Rights
                                                                                             may be exercised and no Restricted
                                                                                             Share Units may be paid out unless
                                                                                             (a) a registration statement under
                                                                                             the United States Securities Act
                                                                                             of 1933, as amended (the “Securities
                                                                                             Act”), shall at the time of
                                                                                             exercise of the Option Rights or
                                                                                             the payment of the Restricted Share
                                                                                             Units be in effect with respect to
                                                                                             the shares issuable upon exercise
                                                                                             of the Option Rights or the payment
                                                                                             of the Restricted Share Units or
                                                                                             (b) in the opinion of legal counsel
                                                                                             to the Company, the shares issuable
                                                                                             upon exercise of the Option Rights
                                                                                             or payment of the Restricted Share
                                                                                             Units may be issued in accordance
                                                                                             with the terms of an applicable exemption
                                                                                             or exception from the registration
                                                                                             requirements of the Securities Act.
                                                                                             The inability of the Company to obtain
                                                                                             from any regulatory body having jurisdiction
                                                                                             the authority, if any, deemed by
                                                                                             the Company’s legal counsel
                                                                                             to be necessary to the lawful issuance
                                                                                             and sale of any Shares hereunder
                                                                                             shall relieve the Company of any
                                                                                             liability in respect of the failure
                                                                                             to issue or sell such shares as to
                                                                                             which such requisite authority shall
                                                                                             not have been obtained. As a condition
                                                                                             to the exercise of any Option Rights
                                                                                             or payment of Restricted Share Units,
                                                                                             the Company may require the Participant
                                                                                             to satisfy any qualifications that
                                                                                             may be necessary or appropriate,
                                                                                             to evidence compliance with any applicable
                                                                                             law or regulation and to make any
                                                                                             representation or warranty with respect
                                                                                             thereto as may be requested by the
                                                                                             Company.



 


		17.	Termination.
                                                                                             No
                                                                                             grant will be made under this Plan
                                                                                             after a term of ten (10) years after
                                                                                             the effectiveness of the Plan as
                                                                                             provided in Section 14(f), but all
                                                                                             grants made on or prior to such date
                                                                                             will continue in effect thereafter
                                                                                             subject to the terms thereof and
                                                                                             of this Plan.