exv10w1






Exhibit 10.1




HISOFT TECHNOLOGY INTERNATIONAL LIMITED

AMENDED AND RESTATED SHARE INCENTIVE PLAN




 









 






TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	1. PURPOSE OF THE PLAN
	 	 	1	 
	2. ADMINISTRATION
	 	 	1	 
	2.1 Administrator
	 	 	1	 
	2.2 Plan Awards; Interpretation; Powers of Administrator
	 	 	2	 
	2.3 Binding Determinations
	 	 	3	 
	2.4 Reliance on Experts
	 	 	3	 
	2.5 Delegation
	 	 	3	 
	3. ELIGIBILITY
	 	 	3	 
	4. SHARES SUBJECT TO THE PLAN
	 	 	4	 
	4.1 Shares Available
	 	 	4	 
	4.2 Share Limits
	 	 	4	 
	4.3 Replenishment and Reissue of Unvested Awards
	 	 	4	 
	4.4 Reservation of Shares
	 	 	5	 
	5. OPTION GRANT PROGRAM
	 	 	5	 
	5.1 Option Grants in General
	 	 	5	 
	5.2 Types of Options
	 	 	5	 
	5.3 Option Price
	 	 	6	 
	5.4 Vesting; Term; Exercise Procedure
	 	 	8	 
	5.5 Limitations on Grant and Terms of Incentive Stock Options
	 	 	9	 
	5.6 Limits on 10% Holders
	 	 	9	 
	5.7 Effects of Termination of Employment on Options
	 	 	10	 
	5.8 Option Repricing/Cancellation and Regrant/Waiver of Restrictions
	 	 	11	 
	6. SHARE AWARD PROGRAM
	 	 	11	 
	6.1 Share Awards in General
	 	 	11	 
	6.2 Types of Share Awards
	 	 	11	 
	6.3 Purchase Price
	 	 	11	 
	6.4 Vesting
	 	 	12	 
	6.5 Term
	 	 	12	 
	6.6 Share Certificates; Fractional Shares
	 	 	12	 
	6.7 Dividend and Voting Rights
	 	 	12	 
	6.8 Termination of Employment; Return to the Company
	 	 	12	 






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TABLE OF CONTENTS

(continued)




	 	 	 	 	 
	 	 	Page	 
	6.9 Waiver of Restrictions
	 	 	13	 
	7. PROVISIONS APPLICABLE TO ALL AWARDS
	 	 	13	 
	7.1 Rights of Eligible Persons, Participants and Beneficiaries
	 	 	13	 
	7.2 No Transferability; Limited Exception to Transfer Restrictions
	 	 	14	 
	7.3 Adjustments; Changes in Control
	 	 	15	 
	7.4 Termination of Employment or Services
	 	 	19	 
	7.5 Compliance with Laws
	 	 	20	 
	7.6 Tax Withholding
	 	 	22	 
	7.7 Plan and Award Amendments, Termination and Suspension
	 	 	23	 
	7.8 Privileges of Share Ownership
	 	 	23	 
	7.9 Share-Based Awards in Substitution for Awards Granted by Other Company
	 	 	23	 
	7.10 Effective Date of the Plan
	 	 	24	 
	7.11 Term of the Plan
	 	 	24	 
	7.12 Governing Law/Severability
	 	 	24	 
	7.13 Captions
	 	 	24	 
	7.14 Non-Exclusivity of Plan
	 	 	25	 
	7.15 No Restriction on Corporate Powers
	 	 	25	 
	7.16 Other Company Compensation or Benefit Programs
	 	 	25	 
	7.17 Other Languages
	 	 	25	 
	8. DEFINITIONS
	 	 	25	 






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HISOFT TECHNOLOGY INTERNATIONAL LIMITED

AMENDED AND RESTATED SHARE INCENTIVE PLAN




PREFACE




     This Plan is divided into two separate equity programs: (1) the option grant program set forth
in Section 5 under which Eligible Persons (as defined in Section 3) may, at the discretion of the
Administrator, be granted Options, and (2) the share award program set forth in Section 6 under
which Eligible Persons may, at the discretion of the Administrator, be awarded restricted or
unrestricted Ordinary Shares. Section 2 of this Plan contains the general rules regarding the
administration of this Plan. Section 3 sets forth the requirements for eligibility to receive an
Award grant under this Plan. Section 4 describes the authorized shares of the Company that may be
subject to Awards granted under this Plan. Section 7 contains other provisions applicable to all
Awards granted under this Plan. Section 8 provides definitions for certain capitalized terms used
in this Plan and not otherwise defined herein.




	1.	 	PURPOSE OF THE PLAN.






	 	 	The purpose of this Plan is to promote the success of the Company and the interests of its
shareholders by providing a means through which the Company may grant equity-based
incentives to attract, motivate, retain and reward certain officers, employees, directors
and other eligible persons and to further link the interests of Award recipients with
those of the Company’s shareholders generally.






	2.	 	ADMINISTRATION.






	 	2.1	 	Administrator. This Plan shall be administered by and all Awards under this
Plan shall be authorized by the Administrator. The “Administrator” means the Board or
one or more committees appointed by the Board or another committee (within its
delegated authority) to administer all or certain aspects of this Plan. Any such
committee shall be comprised solely of one or more directors or such number of
directors as may be required under applicable law. A committee may delegate some or
all of its authority to another committee so constituted. The Board or a committee
comprised solely of directors may also delegate, to the extent permitted by the laws
of the Cayman Islands and any other applicable law, to one or more officers of the
Company, its powers under this Plan (a) to designate the officers and employees of the
Company and its Affiliates who will receive grants of Awards under this Plan, and (b)
to determine the number of shares subject to, and the other terms and conditions of,
such Awards. The Board may delegate different levels of authority to different
committees with administrative and grant authority under this Plan. Unless otherwise
provided in the Memorandum and Articles of Association of the Company or the
applicable charter of any Administrator: (a) a majority of the members of the acting
Administrator shall constitute a quorum, and (b) the vote of a majority of the members
present assuming the presence of a quorum or the unanimous written consent of the
members of the Administrator shall constitute action by the acting Administrator.










 









 












	 	2.2	 	Plan Awards; Interpretation; Powers of Administrator. Subject to the express
provisions of this Plan, the Administrator is authorized and empowered to do all things
necessary or desirable in connection with the authorization of Awards and the
administration of this Plan (in the case of a committee or delegation to one or more
officers, within the authority delegated to that committee or person(s)), including,
without limitation, the authority to:






	 	(a)	 	determine eligibility and, from among those persons determined to be
eligible, the particular Eligible Persons who will receive Awards;
	 
	 	(b)	 	grant Awards to Eligible Persons, determine the price and number of
securities to be offered or awarded to any of such persons, determine the other
specific terms and conditions of Awards consistent with the express limits of this
Plan, establish the installments (if any) in which such Awards will become
exercisable or will vest (which may include, without limitation, performance and/or
time-based schedules) or determine that no delayed exercisability or vesting is
required, establish any applicable performance targets, and establish the events of
termination or reversion of such Awards;
	 
	 	(c)	 	approve the forms of Award Agreements, which need not be identical either as
to type of Award or among Participants;
	 
	 	(d)	 	construe and interpret this Plan and any Award Agreement or other agreements
defining the rights and obligations of the Company, its Affiliates, and Participants
under this Plan, make factual determinations with respect to the administration of
this Plan, further define the terms used in this Plan, and prescribe, amend and
rescind rules and regulations relating to the administration of this Plan or the
Awards;
	 
	 	(e)	 	cancel, modify, or waive the Company’s rights with respect to, or modify,
discontinue, suspend, or terminate any or all outstanding Awards, subject to any
required consent under Section 7.7.4;
	 
	 	(f)	 	accelerate or extend the vesting or exercisability or extend the term of any
or all outstanding Awards (within the maximum ten-year term of Awards under Sections
5.4.2 and 6.5) in such circumstances as the Administrator may deem appropriate
(including, without limitation, in connection with a termination of employment or
services or other events of a personal nature);
	 
	 	(g)	 	determine Fair Market Value for purposes of this Plan and Awards;
	 
	 	(h)	 	determine the duration and purposes of leaves of absence that may be granted
to Participants without constituting a termination of their employment for purposes of
this Plan; and
	 
	 	(i)	 	determine whether, and the extent to which, adjustments are required
pursuant to Section 7.3 hereof and authorize the termination, conversion,




2









 






	 	 	 	substitution or succession of awards upon the occurrence of an event of the
type described in Section 7.3.






	 	2.3	 	Binding Determinations. Any action taken by, or inaction of, the Company, any
Affiliate, the Board or the Administrator relating or pursuant to this Plan and within
its authority hereunder or under applicable law shall be within the absolute
discretion of that entity or body and shall be conclusive and binding upon all
persons. Neither the Board nor the Administrator, nor any member thereof or person
acting at the direction thereof, shall be liable for any act, omission,
interpretation, construction or determination made in good faith in connection with
this Plan (or any Award), and all such persons shall be entitled to indemnification
and reimbursement by the Company in respect of any claim, loss, damage or expense
(including, without limitation, attorneys’ fees) arising or resulting therefrom to the
fullest extent permitted by law and/or under any directors and officers liability
insurance coverage that may be in effect from time to time.
	 
	 	2.4	 	Reliance on Experts. In making any determination or in taking or not taking
any action under this Plan, the Administrator or the Board, as the case may be, may
obtain and may rely upon the advice of experts, including employees of and
professional advisors to the Company. No director, officer or agent of the Company or
any of its Affiliates shall be liable for any such action or determination taken or
made or omitted in good faith.
	 
	 	2.5	 	Delegation. The Administrator may delegate ministerial, non-discretionary
functions to individuals who are officers or employees of the Company or any of its
Affiliates or to third parties.






	3.	 	ELIGIBILITY.






	 	 	Awards may be granted under this Plan only to those persons that the Administrator
determines to be Eligible Persons. An “Eligible Person” means any person who qualifies as
one of the following at the time of grant of the respective Award:






	 	(a)	 	an officer (whether or not a director) or employee of the Company or any of
its Affiliates;
	 
	 	(b)	 	any member of the Board; or
	 
	 	(c)	 	any director of one of the Company’s Affiliates, or any individual consultant
or advisor who renders or has rendered bona fide services (other than services in
connection with the offering or sale of securities of the Company or one of its
Affiliates, as applicable, in a capital raising transaction or as a market maker or
promoter of that entity’s securities) to the Company or one of its Affiliates.






	 	 	An advisor or consultant may be selected as an Eligible Person pursuant to clause (c) above
only if such person’s participation in this Plan would not adversely affect (1) the
Company’s eligibility to rely on the Rule 701 exemption from registration under the










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	 	 	Securities Act for the offering of shares issuable under this Plan by the Company, or (2)
the Company’s compliance with any other applicable laws.






	 	 	An Eligible Person may, but need not, be granted one or more Awards pursuant Section 5
and/or one or more Awards pursuant to Section 6. An Eligible Person who has been granted an
Award under this Plan may, if otherwise eligible, be granted additional Awards under this
Plan if the Administrator so determines. However, a person’s status as an Eligible Person
is not a commitment that any Award will be granted to that person under this Plan.
Furthermore, an Eligible Person who has been granted an Award under Section 5 is not
necessarily entitled to an Award under Section 6, or vice versa, unless otherwise expressly
determined by the Administrator.






	 	 	Each Award granted under this Plan must be approved by the Administrator at or prior to the
grant of the Award.






	4.	 	SHARES SUBJECT TO THE PLAN.






	 	4.1	 	Shares Available. Subject to the provisions of Section 7.3.1, the shares that
may be delivered under this Plan will be the Company’s authorized but unissued
Ordinary Shares. The Ordinary Shares issued and delivered may be issued and delivered
for any lawful consideration.
	 
	 	4.2	 	Share Limits. Subject to the provisions of Section 7.3.1 and further subject
to the share counting rules of Section 4.3, the maximum number of Ordinary Shares that
may be delivered pursuant to Awards granted under this Plan will not exceed
92,197,949* shares (the “Share Limit”). As required under U.S. Treasury Regulation
Section 1.422-2(b)(3)(i), in no event will the number of Ordinary Shares that may be
delivered pursuant to Incentive Stock Options granted under this Plan exceed the Share
Limit.
	 
	 	4.3	 	Replenishment and Reissue of Unvested Awards. To the extent that an Award is
settled in cash or a form other than Ordinary Shares, the shares that would have been
delivered had there been no such cash or other settlement shall not be counted against
the shares available for issuance under this Plan. No Award may be granted under this
Plan unless, on the date of grant, the sum of (a) the maximum number of Ordinary Shares
issuable at any time pursuant to such Award, plus (b) the number of Ordinary Shares
that have previously been issued pursuant to Awards granted under this Plan, plus (c)
the maximum number of Ordinary Shares that may be issued at any time after such date of
grant pursuant to Awards that are outstanding on such date, does not exceed the Share
Limit. Notwithstanding the foregoing, Ordinary Shares that are subject to or underlie







 




			
	*	 	This number includes a “Special Incentive Pool” of 10 million shares, with the vesting of any
Awards covering such shares to be subject to completion of a IPO with a market capitalization of no
less than US$400mn (“Threshold IPO”) on or before August 31, 2010 (in addition to any other vesting
requirements that may be imposed on such Award). If a Threshold
IPO is not completed by August
31, 2010, any then-outstanding Awards covered by shares in the Special Incentive Pool shall
automatically be cancelled or forfeited, as the case may be, on that date, and the Special
Incentive Pool shall be cancelled and shall no longer be available for Award grants under the Plan.










4









 












	 	 	 	Options granted under this Plan that expire or for any reason are canceled or
terminated without having been exercised (or Ordinary Shares subject to or
underlying the unexercised portion of such Options in the case of Options that were
partially exercised), as well as Ordinary Shares that are subject to Share Awards
made under this Plan that are forfeited to the Company or otherwise repurchased by
the Company prior to the vesting of such shares for a price not greater than the
original purchase or issue price of such shares (as adjusted pursuant to Section
7.3.1) will again, except to the extent prohibited by law or applicable listing or
regulatory requirements (and subject to any applicable limitations of the Code in
the case of Awards intended to be Incentive Stock Options), be available for
subsequent Award grants under this Plan. Shares that are exchanged by a Participant
or withheld by the Company as full or partial payment in connection with any Award
under this Plan, as well as any shares exchanged by a Participant or withheld by
the Company or one of its Affiliates to satisfy the tax withholding obligations
related to any Award, shall be available for subsequent awards under this Plan.
	 
	 	4.4	 	Reservation of Shares. The Company shall at all times reserve a number of
Ordinary Shares sufficient to cover the Company’s obligations and contingent
obligations to deliver shares with respect to Awards then outstanding under this Plan.






	5.	 	OPTION GRANT PROGRAM.






	 	5.1	 	Option Grants in General. Each Option shall be evidenced by an Award Agreement
in the form approved by the Administrator. The Award Agreement evidencing an Option
shall contain the terms established by the Administrator for that Option, as well as
any other terms, provisions, or restrictions that the Administrator may impose on the
Option or any Ordinary Shares subject to the Option; in each case subject to the
applicable provisions and limitations of this Section 5 and the other applicable
provisions and limitations of this Plan. The Administrator may require that the
recipient of an Option promptly execute and return to the Company his or her Award
Agreement evidencing the Option. In addition, the Administrator may require that the
spouse of any married recipient of an Option also promptly execute and return to the
Company the Award Agreement evidencing the Option granted to the recipient or such
other spousal consent form that the Administrator may require in connection with the
grant of the Option.
	 
	 	5.2	 	Types of Options. The Administrator will designate each Option granted under
this Plan to a U.S. resident as either an Incentive Stock Option or a Nonqualified
Option, and such designation shall be set forth in the applicable Award Agreement. Any
Option granted under this Plan to a U.S. resident that is not expressly designated in
the applicable Award Agreement as an Incentive Stock Option will be deemed to be
designated a Nonqualified Option under this Plan and not an “incentive stock option”
within the meaning of Section 422 of the Code. Incentive Stock Options shall be
subject to the provisions of Section 5.5 in addition to the provisions of this Plan
applicable to Options generally. The






5









 









	 	 	 	Administrator may designate any Option granted under this Plan to a non-U.S. resident in
accordance with the rules and regulations applicable to options in the jurisdiction in
which such person is a resident.
	 
	 	5.3	 	Option Price.






	 	5.3.1	 	Pricing Limits. Subject to the following provisions of this Section 5.3.1,
the Administrator will determine the purchase price per share of the
Ordinary Shares covered by each Option (the “exercise price” of the
Option) at the time of the grant of the Option, which exercise price will be
set forth in the applicable Award Agreement. In no case will the exercise
price of an Option be less than the greater of:






	 	(a)	 	the nominal value of the Ordinary Shares;
	 
	 	(b)	 	subject to clause (c) below, 100% of the Fair Market Value
of the Ordinary Shares on the date of grant; or
	 
	 	(c)	 	in the case of an Incentive Stock Option granted to a
Participant described in Section 5.6, 110% of the Fair Market Value of the
Ordinary Shares on the date of grant.






	 	5.3.2	 	Payment Provisions. The Company will not be obligated to deliver
certificates for the Ordinary Shares to be purchased on exercise of an
Option unless and until it receives full payment of the exercise price
therefor, all related withholding obligations under Section 7.6 have been
satisfied, and all other conditions to the exercise of the Option set forth
herein or in the Award Agreement have been satisfied. The purchase price
of any Ordinary Shares purchased on exercise of an Option must be paid
in full at the time of each purchase in such lawful consideration as may be
permitted or required by the Administrator, which may include, without
limitation, one or a combination of the following methods:






	 	(a)	 	cash, check payable to the order of the Company, or
electronic funds transfer;
	 
	 	(b)	 	notice and third party payment in such manner as may be
authorized by the Administrator;
	 
	 	(c)	 	the delivery of previously owned Ordinary Shares;
	 
	 	(d)	 	by a reduction in the number of Ordinary Shares otherwise
deliverable pursuant to the Award;
	 
	 	(e)	 	subject to such procedures as the Administrator may adopt,
pursuant to a “cashless exercise”; or




6









 






	 	(f)	 	if authorized by the Administrator or specified in the applicable Award
Agreement, by a promissory note of the Participant consistent with the
requirements of Section 5.3.3.






	 	 	 	In no event shall any shares newly-issued by the Company be issued for less than the
minimum lawful consideration for such shares or for consideration other than consideration
permitted by applicable law. In the event that the Administrator allows a Participant to
exercise an Award by delivering Ordinary Shares previously owned by such Participant and
unless otherwise expressly provided by the Administrator, any shares delivered which were
initially acquired by the Participant from the Company (upon exercise of an option or
otherwise) must have been owned by the Participant at least six months as of the date of
delivery. Ordinary Shares used to satisfy the exercise price of an Option (whether
previously-owned shares or shares otherwise deliverable pursuant to the terms of the
Option) shall be valued at their Fair Market Value on the date of exercise. Unless
otherwise expressly provided in the applicable Award Agreement, the Administrator may
eliminate or limit a Participant’s ability to pay the purchase or exercise price of any
Award by any method other than cash payment to the Company.
	 
	 	5.3.3	 	Acceptance of Notes to Finance Exercise. The Company may, with the Administrator’s
approval in each specific case, accept one or more promissory notes from any Eligible Person
in connection with the exercise of any Option; provided that any such note shall be subject
to the following terms and conditions:






	 	(a)	 	The principal of the note shall not exceed the amount required to be paid to
the Company upon the exercise, purchase or acquisition of one or more Awards under
this Plan and the note shall be delivered directly to the Company in consideration of
such exercise, purchase or acquisition.
	 
	 	(b)	 	The initial term of the note shall be determined by the Administrator;
provided that the term of the note, including extensions, shall not exceed a period
of five years.
	 
	 	(c)	 	The note shall provide for full recourse to the Participant and shall bear
interest at a rate determined by the Administrator, but not less than the interest
rate necessary to avoid the imputation of interest under the Code and to avoid any
adverse accounting consequences in connection with the exercise, purchase or
acquisition.
	 
	 	(d)	 	If the employment or services of the Participant by or to the Company and
its Affiliates terminates, the unpaid principal balance of the note shall become due
and payable immediately on the effective date of such termination; provided, however,
that if a sale of the shares acquired on exercise of the Option would cause




7









 






	 	 	 	such Participant to incur liability under Section 16(b) of the Exchange
Act, the unpaid balance shall become due and payable on the 10th business
day after the first day on which a sale of such shares could have been
made without incurring such liability assuming for these purposes that
there are no other transactions (or deemed transactions) in securities of
the Company by the Participant subsequent to such termination.
	 
	 	(e)	 	If required by the Administrator or by applicable law, the
note shall be secured by a pledge of any shares or rights financed thereby or
other collateral, in compliance with applicable law.






	 	 	 	The terms, repayment provisions, and collateral release provisions of the note and
the pledge securing the note shall conform with all applicable rules and
regulations, including those of the Federal Reserve Board of the United States and
any applicable law, as then in effect.






	 	5.4	 	Vesting; Term; Exercise Procedure.






	 	5.4.1	 	Vesting. An Option may be exercised only to the extent that it is
vested and exercisable. The Administrator will determine the vesting and/or
exercisability provisions of each Option (which may be based on performance criteria,
passage of time or other factors or any combination thereof), which provisions will
be set forth in the applicable Award Agreement. Unless the Administrator otherwise
expressly provides, once exercisable an Option will remain exercisable until the
expiration or earlier termination of the Option.
	 
	 	5.4.2	 	Term. Each Option shall expire not more than 10 years after its date
of grant. Each Option will be subject to earlier termination as provided in or
pursuant to Sections 5.7 and 7.3. Any payment of cash or delivery of shares in payment
of or pursuant to an Option may be delayed until a future date if specifically
authorized by the Administrator in writing and by the Participant.
	 
	 	5.4.3	 	Exercise Procedure. Any exercisable Option will be deemed to be
exercised when the Company receives written notice of such exercise from the
Participant (on a form and in such manner as may be required by the Administrator),
together with any required payment made in accordance with Section 5.3 and Section
7.6 and any written statement required pursuant to Section 7.5.1.
	 
	 	5.4.4	 	Fractional Shares/Minimum Issue. Fractional share interests will be
disregarded, but may be accumulated. The Administrator, however, may determine that
cash, other securities, or other property will be paid or transferred in lieu of any
fractional share interests. No fewer than 100 shares (subject to adjustment pursuant
to Section 7.3.1) may be purchased




8









 






	 	 	 	on exercise of any Option at one time unless the number purchased is the total
number at the time available for purchase under the Option.






	 	5.5	 	Limitations on Grant and Terms of Incentive Stock Options.






	 	5.5.1	 	$100,000 Limit. To the extent that the aggregate Fair Market Value
of shares with respect to which incentive stock options first become exercisable by a
Participant in any calendar year exceeds $100,000, taking into account both Ordinary
Shares subject to Incentive Stock Options under this Plan and shares subject to
incentive stock options under all other plans of the Company or any of its Affiliates,
such options will be treated as nonqualified options. For this purpose, the Fair
Market Value of the shares subject to options will be determined as of the date the
options were awarded. In reducing the number of options treated as incentive stock
options to meet the $100,000 limit, the most recently granted options will be reduced
(recharacterized as nonqualified options) first. To the extent a reduction of
simultaneously granted options is necessary to meet the $100,000 limit, the
Administrator may, in the manner and to the extent permitted by law, designate which
Ordinary Shares are to be treated as shares acquired pursuant to the exercise of an
incentive stock option.
	 
	 	5.5.2	 	Other Code Limits. Incentive Stock Options may only be granted to
individuals that are employees of the Company or one of its Affiliates and satisfy
the other eligibility requirements of the Code. Any Award Agreement relating to
Incentive Stock Options will contain or shall be deemed to contain such other terms
and conditions as from time to time are required in order that the Option be an
“incentive stock option” as that term is defined in Section 422 of the Code.
	 
	 	5.5.3	 	ISO Notice of Sale Requirement. Any Participant who exercises an
Incentive Stock Option shall give prompt written notice to the Company of any sale or
other transfer of the Ordinary Shares acquired on such exercise if the sale or other
transfer occurs within (a) one year after the exercise date of the Option, or (b) two
years after the grant date of the Option.






	 	5.6	 	Limits on 10% Holders. No Incentive Stock Option may be granted to any
person who, at the time the Option is granted, owns (or is deemed to own under
Section 424(d) of the Code) outstanding shares of the Company (or any of its
Affiliates) possessing more than 10% of the total combined voting power of all
classes of shares of the Company (or any of its Affiliates), unless the exercise
price of such Option is at least 110% of the Fair Market Value of the shares
subject to the Option and such Option by its terms is not exercisable after the
expiration of five years from the date such Option is granted.




9









 






	 	5.7	 	Effects of Termination of Employment on Options.






	 	5.7.1	 	Dismissal for Cause. Unless otherwise provided in the Award
Agreement and subject to earlier termination pursuant to or as contemplated by
Section 5.4.2 or 7.3, if a Participant’s employment by or service to the Company or
any of its Affiliates is terminated by such entity for Cause, the Participant’s
Option will terminate on the thirtieth (30th) day following the Participant’s
Severance Date, whether or not the Option is then vested and/or exercisable.
	 
	 	5.7.2	 	Death or Disability. Unless otherwise provided in the Award
Agreement (consistent with applicable securities laws) and subject to earlier
termination pursuant to or as contemplated by Section 5.4.2 or 7.3, if a
Participant’s employment by or service to the Company or any of its Affiliates
terminates as a result of the Participant’s death or Total Disability:






	 	(a)	 	the Participant (or his or her Personal Representative or
Beneficiary, in the case of the Participant’s Total Disability or death,
respectively), will have until the date that is six months after the
Participant’s Severance Date to exercise the Participant’s Option (or portion
thereof) to the extent that it was vested and exercisable on the Severance
Date;
	 
	 	(b)	 	the Option, to the extent not vested and exercisable on the
Participant’s Severance Date, shall terminate on the Severance Date; and
	 
	 	(c)	 	the Option, to the extent exercisable for the 6-month period
following the Participant’s Severance Date and not exercised during such
period, shall terminate at the close of business on the last day of the
six-month period.






	 	5.7.3	 	Other Terminations of Employment. Unless otherwise provided in the
Award Agreement (consistent with applicable securities laws) and subject
to earlier termination pursuant to or as contemplated by Section 5.4.2 or
7.3, if a Participant’s employment by or service to the Company or any of
its Affiliates terminates for any reason, including upon resignation or
retirement, but other than a termination by such entity for Cause or
because of the Participant’s death or Total Disability:






	 	(a)	 	the Participant will have until the date that is 60 days
after the Participant’s Severance Date to exercise his or her Option (or
portion thereof) to the extent that it was vested and exercisable on the
Severance Date;
	 
	 	(b)	 	the Option, to the extent not vested and exercisable on the
Participant’s Severance Date, shall terminate on the Severance Date; and





10









 






	 	5.7.4	 	the Option, to the extent exercisable for the 60-day period following
the Participant’s Severance Date and not exercised during such period, shall
terminate at the close of business on the last day of the 60-day period.






	 	5.8	 	Option Repricing/Cancellation and Regrant/Waiver of Restrictions. Subject to
Section 4 and Section 7.7 and the specific limitations on Options contained in this
Plan, the Administrator from time to time may authorize, generally or in specific
cases only, for the benefit of any Eligible Person, any adjustment in the exercise
price, the vesting schedule, the number of shares subject to, or the term of, an
Option granted under this Plan by cancellation of an outstanding Option and a
subsequent regranting of the Option, by amendment, by substitution of an outstanding
Option, by waiver or by other legally valid means. Such amendment or other action may
result in, among other changes, an exercise price that is higher or lower than the
exercise price of the original or prior Option, provide for a greater or lesser number
of Ordinary Shares subject to the Option, or provide for a longer or shorter vesting
or exercise period.






	6.	 	SHARE AWARD PROGRAM.






	 	6.1	 	Share Awards in General. Each Share Award shall be evidenced by an Award
Agreement in the form approved by the Administrator. The Award Agreement evidencing a
Share Award shall contain the terms established by the Administrator for that Share
Award, as well as any other terms, provisions, or restrictions that the Administrator
may impose on the Share Award; in each case subject to the applicable provisions and
limitations of this Section 6 and the other applicable provisions and limitations of
this Plan. The Administrator may require that the recipient of a Share Award promptly
execute and return to the Company his or her Award Agreement evidencing the Share
Award. In addition, the Administrator may require that the spouse of any married
recipient of a Share Award also promptly execute and return to the Company the Award
Agreement evidencing the Share Award granted to the recipient or such other spousal
consent form that the Administrator may require in connection with the grant of the
Share Award.
	 
	 	6.2	 	Types of Share Awards. The Administrator shall designate whether a Share Award
shall be a Restricted Share Award, and such designation shall be set forth in the
applicable Award Agreement.
	 
	 	6.3	 	Purchase Price.






	 	6.3.1	 	Pricing Limits. Subject to the following provisions
of this Section 6.3, the Administrator will determine the purchase price per
share of the Ordinary Shares covered by each Share Award at the time of grant
of the Award. In no case will such purchase price be less than the nominal
value of the Ordinary Shares.





11









 






	 	6.3.2	 	Payment Provisions. The Company will not be obligated to record in
the Company’s register of members, or issue certificates evidencing, Ordinary
Shares awarded under this Section 6 unless and until it receives full payment of
the purchase price therefor and all other conditions to the purchase, as determined
by the Administrator, have been satisfied, at which point the relevant shares shall
be issued and noted in the Company’s register of members. The purchase price of any
shares subject to a Share Award must be paid in full at the time of the purchase in
such lawful consideration as may be permitted or required by the Administrator,
which may include, without limitation, one or a combination of the methods set
forth in clauses (a) through (f) in Section 5.3.2 and/or past services rendered to
the Company or any of its Affiliates.






	 	6.4	 	Vesting. The restrictions imposed on the Ordinary Shares subject to a Restricted Share Award
(which may be based on performance criteria, passage of time or other factors or any
combination thereof) will be set forth in the applicable Award Agreement.
	 
	 	6.5	 	Term. A Share Award shall either vest or be repurchased by the Company not more than 10
years after the date of grant. Each Share Award will be subject to earlier repurchase as
provided in or pursuant to Sections 6.8 and 7.3. Any payment of cash or delivery of shares in
payment for a Share Award may be delayed until a future date if specifically authorized by
the Administrator in writing and by the Participant.
	 
	 	6.6	 	Share Certificates; Fractional Shares. Share certificates evidencing Restricted Shares will
bear a legend making appropriate reference to the restrictions imposed hereunder and will be
held by the Company or by a third party designated by the Administrator until the restrictions
on such shares have lapsed, the shares have vested in accordance with the provisions of the
Award Agreement and Section 6.4, and any related loan has been repaid. Fractional share
interests will be disregarded, but may be accumulated. The Administrator, however, may
determine that cash, other securities, or other property will be paid or transferred in lieu
of any fractional share interests.
	 
	 	6.7	 	Dividend and Voting Rights. Unless otherwise provided in the applicable Award Agreement, a
Participant holding Restricted Shares will be entitled to cash dividend and voting rights for
all Restricted Shares issued even though they are not vested, but such rights will terminate
immediately as to any Restricted Shares which are repurchased by the Company.
	 
	 	6.8	 	Termination of Employment; Return to the Company. Unless the Administrator otherwise
expressly provides, Restricted Shares subject to an Award that remain subject to vesting
conditions that have not been satisfied by the time specified in the applicable Award
Agreement (which may include, without limitation, the Participant’s Severance Date), will not
vest and will be reacquired by the Company in such manner and on such terms as the
Administrator provides, which terms shall include return or repayment of the lower of
(a) the Fair Market Value




12









 






	 	 	 	of the Restricted Shares at the time of the termination, or (b) the original
purchase price of the Restricted Shares, without interest, to the Participant to
the extent not prohibited by law. The Award Agreement shall specify any other terms
or conditions of the repurchase if the Award fails to vest.
	 
	 	6.9	 	Waiver of Restrictions. Subject to Sections 4 and 7.7 and the specific
limitations on Share Awards contained in this Plan, the Administrator from time to time
may authorize, generally or in specific cases only, for the benefit of any Eligible
Person, any adjustment in the vesting schedule, or the restrictions upon or the term
of, a Share Award granted under this Plan by amendment, by substitution of an
outstanding Share Award, by waiver or by other legally valid means.






	7.	 	PROVISIONS APPLICABLE TO ALL AWARDS.






	 	7.1	 	Rights of Eligible Persons, Participants and Beneficiaries.






	 	7.1.1	 	Employment Status. No person shall have any claim or
rights to be granted an Award (or additional Awards, as the case may be) under
this Plan, subject to any express contractual rights (set forth in a document
other than this Plan) to the contrary.
	 
	 	7.1.2	 	No Employment/Service Contract. Nothing contained in
this Plan (or in any other documents under this Plan or related to any Award)
shall confer upon any Eligible Person or Participant any right to continue in
the employ or other service of the Company or any of its Affiliates,
constitute any contract or agreement of employment or other service or affect
an employee’s status as an employee at will, nor shall interfere in any way
with the right of the Company or any Affiliate to change such person’s
compensation or other benefits, or to terminate his or her employment or other
service, with or without cause at any time. Nothing in this Section 7.1.2, or
in Section 7.3 or 7.15, however, is intended to adversely affect any express
independent right of such person under a separate employment or service
contract. An Award Agreement shall not constitute a contract of employment or
service.
	 
	 	7.1.3	 	Plan Not Funded. Awards payable under this Plan will
be payable in Ordinary Shares or from the general assets of the Company, and
(except as to the share reservation provided in Section 4.4) no special or
separate reserve, fund or deposit will be made to assure payment of such
Awards. No Participant, Beneficiary or other person will have any right, title
or interest in any fund or in any specific asset (including Ordinary Shares,
except as expressly provided) of the Company or any of its Affiliates by
reason of any Award hereunder. Neither the provisions of this Plan (or of any
related documents), nor the creation or adoption of this Plan, nor any action
taken pursuant to the provisions of this Plan will create, or be construed to
create, a trust of any kind or a fiduciary relationship between the Company or
any of its Affiliates and any Participant, Beneficiary or other person. To the
extent that a Participant, Beneficiary or other person




13









 






	 	 	 	acquires a right to receive payment pursuant to any Award hereunder, such right
will be no greater than the right of any unsecured general creditor of the Company.
	 
	 	7.1.4	 	Charter Documents. The Memorandum and Articles of Association of the
Company, as may lawfully be amended from time to time, may provide for additional
restrictions and limitations with respect to the Ordinary Shares (including additional
restrictions and limitations on the voting or transfer of Ordinary Shares) or
priorities, rights and preferences as to securities and interests prior in rights to
the Ordinary Shares. To the extent that these restrictions and limitations are greater
than those set forth in this Plan or any Award Agreement, such restrictions and
limitations shall apply to any Ordinary Shares acquired pursuant to the exercise of
Awards and are incorporated herein by this reference.






	 	7.2	 	No Transferability; Limited Exception to Transfer Restrictions.






	 	7.2.1	 	Limit On Exercise and Transfer. Unless otherwise expressly provided
in
(or pursuant to) this Section 7.2, by applicable law and by the Award
Agreement, as the same may be amended:






	 	(a)	 	all Awards are non-transferable and will not be subject in
any manner to sale, transfer, anticipation, alienation, assignment, pledge,
encumbrance or charge;
	 
	 	(b)	 	Awards will be exercised only by the Participant; and
	 
	 	(c)	 	amounts payable or shares issuable pursuant to an Award will
be delivered only to (or for the account of), and, in the case of Ordinary
Shares, registered in the name of, the Participant.






	 	 	 	In addition, the shares shall be subject to the restrictions set forth in the
applicable Award Agreement.
	 
	 	7.2.2	 	Further Exceptions to Limits On Transfer. The exercise and transfer
restrictions in Section 7.2.1 will not apply to:






	 	(a)	 	transfers to the Company;
	 
	 	(b)	 	transfers by gift to “immediate family” as that term is
defined in SEC Rule 16a-1(e) promulgated under the Exchange Act;
	 
	 	(c)	 	the designation of a Beneficiary to receive benefits if the
Participant dies or, if the Participant has died, transfers to or exercises
by the Participant’s Beneficiary, or, in the absence of a validly designated
Beneficiary, transfers by will or the laws of descent and distribution; or




14









 






	 	(d)	 	if the Participant has suffered a disability, permitted transfers or
exercises on behalf of the Participant by the Participant’s duly
authorized legal representative.






	 	 	 	Notwithstanding anything else in this Section 7.2.2 to the contrary, but subject
to compliance with all applicable laws, Incentive Stock Options and Restricted
Share Awards will be subject to any and all transfer restrictions under the Code
applicable to such awards or necessary to maintain the intended tax consequences
of such Awards. Notwithstanding clause (b) above but subject to compliance with
all applicable laws, any contemplated transfer by gift to “immediate family” as
referenced in clause (b) above is subject to the condition precedent that the
transfer be approved by the Administrator in order for it to be effective.






	 	7.3	 	Adjustments; Changes in Control.






	 	7.3.1	 	Adjustments. Upon or in contemplation of any reclassification,
recapitalization, share split (including a share split in the form of a share
dividend) or reverse share split (“share split”); any merger, amalgamation,
combination, consolidation or other reorganization; any split-up, spin-off, or similar
extraordinary dividend distribution in respect of the Ordinary Shares (whether in the
form of securities or property); any exchange of Ordinary Shares or other securities
of the Company, or any similar, unusual or extraordinary corporate transaction in
respect of the Ordinary Shares; or a sale of substantially all the assets of the
Company as an entirety; then the Administrator shall, in such manner, to such extent
(if any) and at such time as it deems appropriate and equitable in the circumstances:






	 	(a)	 	proportionately adjust any or all of (1) the number of
Ordinary Shares or the number and type of other securities that thereafter
may be made the subject of Awards (including the specific share limits,
maxima and numbers of shares set forth elsewhere in this Plan), (2) the
number, amount and type of Ordinary Shares (or other securities or property)
subject to any or all outstanding Awards, (3) the grant, purchase, or
exercise price of any or all outstanding Awards, or (4) the securities, cash
or other property deliverable upon exercise or vesting of any outstanding
Awards, or
	 
	 	(b)	 	make provision for a settlement by a cash payment or for the
assumption, substitution or exchange of any or all outstanding Awards (or the
cash, securities or other property deliverable to the holder(s) of any or all
outstanding Awards) based upon the distribution or consideration payable to
holders of the Ordinary Shares upon or in respect of such event.






	 	 	 	The Administrator may adopt such valuation methodologies for outstanding Awards as
it deems reasonable in the event of a cash,










15









 












	 	 	 	securities or other property settlement. In the case of Options, but without limitation on
other methodologies, the Administrator may base such settlement solely upon the excess (if
any) of the amount payable upon or in respect of such event over the exercise price of the
Option to the extent of the then vested and exercisable shares subject to the Option.
	 
	 	 	 	The Administrator may make adjustments to and/or accelerate the exercisability of Options
in a manner that disqualifies the Options as Incentive Stock Options without the written
consent of the Option holders affected thereby.
	 
	 	 	 	In any of such events, the Administrator may take such action prior to such event to the
extent that the Administrator deems the action necessary to permit the Participant to
realize the benefits intended to be conveyed with respect to the underlying shares in the
same manner as is or will be available to shareholders generally.
	 
	 	 	 	Any adjustment by the Administrator pursuant to this Section 7.3.1 shall be final,
binding, and conclusive. Unless otherwise expressly provided by the Administrator, in no
event shall a conversion of one or more outstanding shares of the Company’s preferred
shares (if any) or any new issuance of securities by the Company for consideration be
deemed, in and of itself, to require an adjustment pursuant to this Section 7.3.1.
	 
	 	 	 	In the case of any event described in the first paragraph of this Section 7.3.1, if no
action is formally taken by the Administrator in the circumstances with respect to
then-outstanding Awards, the proportionate adjustments contemplated by clause (a) above
shall nevertheless be deemed to have been made with respect to the Awards outstanding at
the time of such event in order to preserve the intended level of incentives.
	 
	 	7.3.2	 	Consequences of a Change in Control Event. Subject to Sections 7.3.4 through 7.3.6,
upon (or, as may be necessary to effectuate the purposes of this acceleration, immediately
prior to) the occurrence of a Change in Control Event:






	 	(a)	 	each Option will become immediately vested and exercisable, and must be
exercised within 15 days, and
	 
	 	(b)	 	Restricted Shares will immediately vest free of forfeiture restrictions
and/or restrictions giving the Company the right to repurchase the shares at their
original purchase price;






	 	 	 	provided, however, that such acceleration provision shall not apply, unless
otherwise expressly provided by the Administrator, with respect to any Award to the extent
that the Administrator has made a provision for the substitution, assumption, exchange or
other continuation or settlement of the Award, or the Award would otherwise continue in
accordance with its terms, in the circumstances.










16









 












	 	 	 	The foregoing Change in Control Event provisions shall not in any way limit the authority
of the Administrator to accelerate the vesting of one or more Awards in such
circumstances (including, but not limited to, a Change in Control Event) as the
Administrator may determine to be appropriate, regardless of whether accelerated vesting
of all or a portion of the Award(s) is otherwise required or contemplated by the
foregoing in the circumstances.






	 	7.3.3	 	Early Termination of Awards. Any Award, the vesting of which has been accelerated to
the extent required in the circumstances as contemplated by Section 7.3.2 (or would have been
so accelerated but for Section 7.3.4 or 7.3.6), shall terminate upon the related Change in
Control Event, subject to any provision that has been expressly made by the Administrator,
through a plan of reorganization or otherwise, for the survival, substitution, assumption,
exchange or other continuation or settlement of such Award and provided that, in the case of
Options that will not survive or be substituted for, assumed, exchanged, or otherwise
continued or settled in the Change in Control Event, the holder of such Award shall be given
reasonable advance notice of the impending termination and a reasonable opportunity to
exercise his or her outstanding Options in accordance with their terms before the termination
of such Awards (except that in no case shall more than ten days’ notice of accelerated vesting
and the impending termination be required and any acceleration may be made contingent upon the
actual occurrence of the event). For purposes of this Section 7.3, an Award shall be deemed to
have been “assumed” if (without limiting other circumstances in which an Award is assumed) the
Award continues after the Change in Control Event, and/or is assumed and continued by a Parent
(as such term is defined in the definition of Change in Control Event) following a Change in
Control Event, and confers the right to purchase or receive, as applicable and subject to
vesting and the other terms and conditions of the Award, for each Ordinary Share subject to
the Award immediately prior to the Change in Control Event, the consideration (whether cash,
shares, or other securities or property) received in the Change in Control Event by the
shareholders of Company for each Ordinary Share sold or exchanged in such transaction (or the
consideration received by a majority of the shareholders participating in such transaction if
the shareholders were offered a choice of consideration); provided, however, that if the
consideration offered for a Ordinary Share in the transaction is not solely the ordinary or
common shares of a successor Company or a Parent, the Board may provide for the consideration
to be received upon exercise or payment of the Award, for each share subject to the Award, to
be solely ordinary or common shares (as applicable) of the successor Company or a Parent equal
in Fair Market Value to the per share consideration received by the shareholders participating
in the Change in Control Event.






	 	7.3.4	 	Other Acceleration Rules. Any acceleration of Awards pursuant to this Section 7.3
shall comply with applicable legal requirements and, if





17









 






	 	 	 	necessary to accomplish the purposes of the acceleration or if the circumstances require,
may be deemed by the Administrator to occur a limited period of time not greater than 30
days before the event that triggered such acceleration. Without limiting the generality of
the foregoing, the Administrator may deem an acceleration to occur immediately prior to the
applicable event and/or reinstate the original terms of an Award if an event giving rise to
an acceleration does not occur. The Administrator may override the provisions of this
Section 7.3 as to any Award by express provision in the applicable Award Agreement and may
accord any Participant a right to refuse any acceleration, whether pursuant to the Award
Agreement or otherwise, in such circumstances as the Administrator may approve. The portion
of any Incentive Stock Option accelerated in connection with a Change in Control Event or
any other action permitted hereunder shall remain exercisable as an Incentive Stock Option
only to the extent the applicable $100,000 limitation on Incentive Stock Options is not
exceeded. To the extent exceeded, the accelerated portion of the Option shall be
exercisable as a Nonqualified Option.
	 
	 	7.3.5	 	Possible Rescission of Acceleration. If the vesting of an Award has been accelerated
expressly in anticipation of an event or upon shareholder approval of an event and the
Administrator later determines that the event will not occur, the Administrator may rescind
the effect of the acceleration as to any then outstanding and unexercised or otherwise
unvested Awards.
	 
	 	7.3.6	 	Golden Parachute Limitation. Notwithstanding anything else contained in this
Section 7.3 to the contrary, in no event shall an Award be accelerated under this Section 7.3
to an extent or in a manner which would not be fully deductible by the Company or one of its
Affiliates for federal income tax purposes because of Section 280G of the Code, nor shall any
payment hereunder be accelerated to the extent any portion of such accelerated payment would
not be deductible by the Company or one of its Affiliates because of Section 280G of the
Code. If a holder of an Award would be entitled to benefits or payments hereunder and under
any other plan or program that would constitute “parachute payments” as defined in Section
280G of the Code, then the holder may by written notice to the Company designate the order in
which such parachute payments will be reduced or modified so that the Company or one of its
Affiliates is not denied federal income tax deductions for any “parachute payments” because
of Section 280G of the Code. Notwithstanding the foregoing, if a Participant is a party to an
employment or other agreement with the Company or one of its Affiliates, or is a participant
in a severance program sponsored by the Company or one of its Affiliates that contains
express provisions regarding Section 280G and/or Section 4999 of the Code (or any similar
successor provision), the Section 280G and/or Section 4999 provisions of such employment or
other agreement or plan, as applicable, shall control as to any Awards held by that
Participant (for example, and without limitation, a Participant may be a party to an
employment agreement with










18









 












	 	 	 	the Company or one of its Affiliates that provides for a “gross-up” as opposed to a
“cut-back” in the event that the Section 280G thresholds are reached or exceeded in
connection with a change in control and, in such event, the Section 280G and/or
Section 4999 provisions of such employment agreement shall control as to any Awards
held by that Participant).






	 	7.4	 	Termination of Employment or Services.






	 	7.4.1	 	Events Not Deemed a Termination of Employment. Unless the
Administrator otherwise expressly provides with respect to a particular Award, if a
Participant’s employment by or service to the Company or an Affiliate terminates but
immediately thereafter the Participant continues in the employ of or service to
another Affiliate or the Company, as applicable, the Participant shall be deemed to
have not had a termination of employment or service for purposes of this Plan and the
Participant’s Awards. Unless the express policy of the Company or the Administrator
otherwise provides, a Participant’s employment relationship with the Company or any of
its Affiliates shall not be considered terminated solely due to any sick leave,
military leave, or any other leave of absence authorized by the Company or any
Affiliate or the Administrator; provided that, unless reemployment upon the
expiration of such leave is guaranteed by contract or law, such leave is for a period
of not more than 90 days. In the case of any Participant on an approved leave of
absence, continued vesting of the Award while on leave from the employ of or service
with the Company or any of its Affiliates will be suspended until the Participant
returns to service, unless the Administrator otherwise provides or applicable law
otherwise requires. In no event shall an Award be exercised after the expiration of
the term of the Award set forth in the Award Agreement.
	 
	 	7.4.2	 	Effect of Change of Affiliate Status. For purposes of this Plan and
any Award, if an entity ceases to be an Affiliate, a termination of employment or
service will be deemed to have occurred with respect to each Eligible Person in
respect of such Affiliate who does not continue as an Eligible Person in respect of
another Affiliate that continues as such after giving effect to the transaction or
other event giving rise to the change in status.
	 
	 	7.4.3	 	Administrator Discretion. Notwithstanding the provisions of Section
5.7 or 6.8, in the event of, or in anticipation of, a termination of employment or
service with the Company or any of its Affiliates for any reason, the Administrator
may accelerate the vesting and exercisability of all or a portion of the Participant’s
Award, and/or, subject to the provisions of Sections 5.4.2 and 7.3, extend the
exercisability period of the Participant’s Option upon such terms as the Administrator
determines and expressly sets forth in or by amendment to the Award Agreement.




19









 






	 	7.4.4	 	Termination of Consulting or Affiliate Services. If the Participant
is an Eligible Person solely by reason of clause (c) of Section 3, the
Administrator shall be the sole judge of whether the Participant continues to
render services to the Company or any of its Affiliates, unless a written contract
or the Award Agreement otherwise provides. If, in these circumstances, the Company
or any Affiliate notifies the Participant in writing that a termination of the
Participant’s services to the Company or any Affiliate has occurred for purposes of
this Plan, then (unless the contract or the Award Agreement otherwise expressly
provides), the Participant’s termination of services with the Company or Affiliate
for purposes of this Plan shall be the date which is 10 days after the mailing of
the notice by the Company or Affiliate or, in the case of a termination for Cause,
the date of the mailing of the notice.






	 	7.5	 	Compliance with Laws.






	 	7.5.1	 	General. This Plan, the granting and vesting of Awards under this
Plan, and the offer, issuance and delivery of Ordinary Shares, the acceptance of
promissory notes and/or the payment of money under this Plan or under Awards are
subject to compliance with all applicable federal and state laws, rules and
regulations (including but not limited to state and federal securities laws, and
federal margin requirements) and to such approvals by any listing, regulatory or
governmental authority as may, in the opinion of counsel for the Company, be
necessary or advisable in connection therewith. The person acquiring any securities
under this Plan will, if requested by the Company, provide such assurances and
representations to the Company as the Administrator may deem necessary or desirable
to assure compliance with all applicable legal and accounting requirements.
	 
	 	7.5.2	 	Compliance with Securities Laws. No Participant shall sell, pledge
or otherwise transfer Ordinary Shares acquired pursuant to an Award or any interest
in such shares except in accordance with the express terms of this Plan and the
applicable Award Agreement. Any attempted transfer in violation of this Section 7.5
shall be void and of no effect. Without in any way limiting the provisions set forth
above, no Participant shall make any disposition of all or any portion of Ordinary
Shares acquired or to be acquired pursuant to an Award, except in compliance with all
applicable federal and state securities laws and unless and until:






	 	(a)	 	there is then in effect a registration statement under the
Securities Act covering such proposed disposition and such disposition is
made in accordance with such registration statement;
	 
	 	(b)	 	such disposition is made in accordance with Rule 144 under
the Securities Act; or
	 
	 	(c)	 	such Participant notifies the Company of the proposed
disposition and furnishes the Company with a statement of the circumstances




20









 






	 	 	 	surrounding the proposed disposition, and, if requested by the Company,
furnishes to the Company an opinion of counsel acceptable to the Company’s
counsel, that such disposition will not require registration under the
Securities Act and will be in compliance with all applicable state securities
laws.






	 	 	 	Notwithstanding anything else herein to the contrary, neither the Company or any
Affiliate has any obligation to register the Ordinary Shares or file any registration
statement under either federal or state securities laws, nor does the Company or any
Affiliate make any representation concerning the likelihood of a public offering of the
Ordinary Shares or any other securities of the Company or any Affiliate.
	 
	 	7.5.3	 	Share Legends. All certificates evidencing Ordinary Shares issued or
delivered under this Plan shall bear the following legends and/or any other
appropriate or required legends under applicable laws:
	 
	 	 	 	“OWNERSHIP OF THIS CERTIFICATE, THE SHARES EVIDENCED BY THIS CERTIFICATE AND ANY INTEREST
THEREIN ARE SUBJECT TO SUBSTANTIAL RESTRICTIONS ON TRANSFER UNDER APPLICABLE LAW AND
UNDER AGREEMENTS WITH THE COMPANY, INCLUDING RESTRICTIONS ON SALE, ASSIGNMENT, TRANSFER,
PLEDGE OR OTHER DISPOSITION.”
	 
	 	 	 	“THE SHARES ARE SUBJECT TO THE COMPANY’S RIGHT OF FIRST REFUSAL AND CALL RIGHTS TO
REPURCHASE THE SHARES UNDER THE COMPANY’S SHARE INCENTIVE PLAN AND AGREEMENTS WITH THE
COMPANY THEREUNDER, COPIES OF WHICH ARE AVAILABLE FOR REVIEW AT THE OFFICE OF THE
SECRETARY OF THE COMPANY.”
	 
	 	 	 	“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (“ACT”), NOR HAVE THEY BEEN REGISTERED OR QUALIFIED
UNDER THE SECURITIES LAWS OF ANY STATE. NO TRANSFER OF SUCH SECURITIES WILL BE PERMITTED
UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER, THE
TRANSFER IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, OR IN THE OPINION OF COUNSEL
TO THE COMPANY, REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO
COMPLY WITH THE ACT AND WITH APPLICABLE STATE SECURITIES LAWS.”
	 
	 	7.5.4	 	Confidential Information. Any financial or other information relating to
the Company obtained by Participants in connection with or as a result of
this Plan or their Awards shall be treated as confidential.







21









 









	 	7.6	 	Tax Withholding.






	 	7.6.1	 	Tax Withholding. Upon any exercise, vesting, or payment of any
Award
or upon the disposition of Ordinary Shares acquired pursuant to the
exercise of an Incentive Stock Option prior to satisfaction of the holding
period requirements of Section 422 of the Code, the Company or any of its
Affiliates shall have the right at its option to:






	 	(a)	 	require the Participant (or the Participant’s Personal
Representative or Beneficiary, as the case may be) to pay or provide for
payment of at least the minimum amount of any taxes which the Company or
Affiliate may be required to withhold with respect to such Award event or
payment;
	 
	 	(b)	 	deduct from any amount otherwise payable (in respect of an
Award or otherwise) in cash to the Participant (or the Participant’s Personal
Representative or Beneficiary, as the case may be) the minimum amount of any
taxes which the Company or Affiliate may be required to withhold with respect
to such Award event or payment; or
	 
	 	(c)	 	reduce the number of Ordinary Shares to be delivered by (or
otherwise reacquire shares held by the Participant at least 6 months) the
appropriate number of Ordinary Shares, valued at their then Fair Market Value,
to satisfy the minimum withholding obligation.






	 	 	 	In any case where a tax is required to be withheld in connection with the delivery
of Ordinary Shares under this Plan, the Administrator may in its sole discretion
(subject to Section 7.5) grant (either at the time of the Award or thereafter) to
the Participant the right to elect, pursuant to such rules and subject to such
conditions as the Administrator may establish, to have the Company reduce the
number of shares to be delivered by (or otherwise reacquire) the appropriate
number of shares, valued in a consistent manner at their Fair Market Value or at
the sales price in accordance with authorized procedures for cashless exercises,
necessary to satisfy the minimum applicable withholding obligation on exercise,
vesting or payment. In no event shall the shares withheld exceed the minimum whole
number of shares required for tax withholding under applicable law. The Company
may, with the Administrator’s approval, accept one or more promissory notes from
any Eligible Person in connection with taxes required to be withheld upon the
exercise, vesting or payment of any award under this Plan; provided that any such
note shall be subject to terms and conditions established by the Administrator and
the requirements of applicable law.
	 
	 	7.6.2	 	Tax Loans. If so provided in the Award Agreement or otherwise
authorized by the Administrator, the Company may, to the extent
permitted by law, authorize a loan to an Eligible Person in the amount of




22









 






	 	 	 	any taxes that the Company or any of its Affiliates may be required to withhold
with respect to Ordinary Shares received (or disposed of, as the case may be)
pursuant to a transaction described in Section 7.6.1. Such a loan will be for a
term and at a rate of interest and pursuant to such other terms and conditions as
the Company may establish, subject to compliance with applicable law. Such a loan
need not otherwise comply with the provisions of Section 5.3.3.






	 	7.7	 	Plan and Award Amendments, Termination and Suspension.






	 	7.7.1	 	Board Authorization. The Board may, at any time, terminate or, from
time to time, amend, modify or suspend this Plan, in whole or in part. No Awards may
be granted during any period that the Board suspends this Plan.
	 
	 	7.7.2	 	Shareholder Approval. To the extent then required by applicable law
or any applicable listing agency or required under Sections 162, 422 or 424 of the
Code to preserve the intended tax consequences of this Plan, or deemed necessary or
advisable by the Board, any amendment to this Plan shall be subject to shareholder
approval.
	 
	 	7.7.3	 	Amendments to Awards. Without limiting any other express authority
of the Administrator under (but subject to) the express limits of this Plan, the
Administrator by agreement or resolution may waive conditions of or limitations on
Awards to Participants that the Administrator in the prior exercise of its discretion
has imposed, without the consent of a Participant, and (subject to the requirements of
Sections 2.2 and 7.7.4) may make other changes to the terms and conditions of Awards.
	 
	 	7.7.4	 	Limitations on Amendments to Plan and Awards. No amendment,
suspension or termination of this Plan or change of or affecting any outstanding
Award shall, without written consent of the Participant, affect in any manner
materially adverse to the Participant any rights or benefits of the Participant or
obligations of the Company under any Award granted under this Plan prior to the
effective date of such change. Changes, settlements and other actions contemplated by
Section 7.3 shall not be deemed to constitute changes or amendments for purposes of
this Section 7.7.






	 	7.8	 	Privileges of Share Ownership. Except as otherwise expressly authorized by the Administrator
or this Plan or in the Award Agreement, a Participant will not be entitled to any privilege
of share ownership as to any Ordinary Shares not actually delivered to and held of record by
the Participant. No adjustment will be made for dividends or other rights as a shareholder
for which a record date is prior to such date of delivery.
	 
	 	7.9	 	Share-Based Awards in Substitution for Awards Granted by Other Company.
Awards may be granted to Eligible Persons in substitution for or in connection










23









 












	 	 	 	with an assumption of employee share options, share appreciation rights, restricted shares
or other share-based awards granted by other entities to persons who are or who will
become Eligible Persons in respect of the Company or one of its Affiliates, in connection
with a distribution, merger, amalgamation or other reorganization by or with the granting
entity or an affiliated entity, or the acquisition by the Company or one of its
Affiliates, directly or indirectly, of all or a substantial part of the shares or assets
of the employing entity. The Awards so granted need not comply with other specific terms
of this Plan, provided the Awards reflect only adjustments giving effect to the assumption
or substitution consistent with the conversion applicable to the Ordinary Shares in the
transaction and any change in the issuer of the security. Any shares that are delivered
and any Awards that are granted by, or become obligations of, the Company, as a result of
the assumption by the Company of, or in substitution for, outstanding awards previously
granted by an acquired company (or previously granted by a predecessor employer (or direct
or indirect parent thereof) in the case of persons that become employed by the Company or
one of its Affiliates in connection with a business or asset acquisition or similar
transaction) shall not be counted against the Share Limit or other limits on the number of
shares available for issuance under this Plan.
	 
	 	7.10	 	Effective Date of the Plan. This Plan is effective upon the Effective Date, subject to
approval by the shareholders of the Company within twelve months after the date the Board
approves this Plan.
	 
	 	7.11	 	Term of the Plan. Unless earlier terminated by the Board, this Plan will terminate at the
close of business on the day before the 10th anniversary of the Effective Date.
After the termination of this Plan either upon such stated expiration date or its earlier
termination by the Board, no additional Awards may be granted under this Plan, but previously
granted Awards (and the authority of the Administrator with respect thereto, including the
authority to amend such Awards) shall remain outstanding in accordance with their applicable
terms and conditions and the terms and conditions of this Plan.
	 
	 	7.12	 	Governing Law/Severability.






	 	7.12.1	 	Choice of Law. This Plan, the Awards, all documents evidencing Awards and
all other related documents will be governed by, and construed in accordance with,
the laws of the Cayman Islands.
	 
	 	7.12.2	 	Severability. If it is determined that any provision of this Plan or an
Award Agreement is invalid and unenforceable, the remaining provisions of this Plan
and/or the Award Agreement, as applicable, will continue in effect provided that the
essential economic terms of this Plan and the Award can still be enforced.






	 	7.13	 	Captions. Captions and headings are given to the sections and subsections of this
Plan solely as a convenience to facilitate reference. Such headings will not be










24









 












	 	 	 	deemed in any way material or relevant to the construction or interpretation of this
Plan or any provision thereof.
	 
	 	7.14	 	Non-Exclusivity of Plan. Nothing in this Plan will limit or be deemed to limit
the authority of the Board or the Administrator to grant awards or authorize any other
compensation, with or without reference to the Ordinary Shares, under any other plan
or authority.
	 
	 	7.15	 	No Restriction on Corporate Powers. The existence of this Plan, the Award
Agreements, and the Awards granted hereunder, shall not limit, affect or restrict in
any way the right or power of the Board or the shareholders of the Company to make or
authorize: (a) any adjustment, recapitalization, reorganization or other change in the
Company’s or any Affiliate’s capital structure or its business; (b) any merger,
amalgamation, consolidation or change in the ownership of the Company or any
Affiliate; (c) any issue of bonds, debentures, capital, preferred or prior preference
shares ahead of or affecting the Company’s authorized shares or the rights thereof;
(d) any dissolution or liquidation of the Company or any Affiliate; (e) any sale or
transfer of all or any part of the Company or any Affiliate’s assets or business; or
(f) any other corporate act or proceeding by the Company or any Affiliate. No
Participant, Beneficiary or any other person shall have any claim under any Award or
Award Agreement against any member of the Board or the Administrator, or the Company
or any employees, officers or agents of the Company or any Affiliate, as a result of
any such action.
	 
	 	7.16	 	Other Company Compensation or Benefit Programs. Payments and other benefits
received by a Participant under an Award made pursuant to this Plan shall not be
deemed a part of a Participant’s compensation for purposes of the determination of
benefits under any other employee welfare or benefit plans or arrangements, if any,
provided by the Company or any Affiliate, except where the Administrator or the Board
expressly otherwise provides or authorizes in writing. Awards under this Plan may be
made in addition to, in combination with, as alternatives to or in payment of grants,
awards or commitments under any other plans or arrangements of the Company or any
Affiliate.
	 
	 	7.17	 	Other Languages. This Plan or an Award Agreement or any other document
hereunder may be available in the Chinese language or other languages. In the event of
any inconsistency between the English version of this Plan or an Award Agreement or
any other document hereunder, and the non-English version, the English version shall
prevail.






	8.	 	DEFINITIONS.






	 	 	“Administrator” has the meaning given to such term in Section 2.1.






	 	 	“Affiliate” means (a) any entity (other than the Company) in an unbroken chain of entities
ending with the Company if, at the time of the determination, each of the entities other
than the Company owns shares possessing fifty percent (50%) or more of the total combined
voting power of all classes of shares in one of the other entities in such chain,










25









 












	 	 	or (b) any entity (other than the Company) in an unbroken chain of entities beginning with
the Company if, at the time of the determination, each of the entities other than the last entity
in the unbroken chain owns shares possessing fifty percent (50%) or more of the total combined
voting power of all classes of shares in one of the other entities in
such chain.






	 	 	“Award” means an award of any Option or Share Award, or any combination thereof, whether
alternative or cumulative, authorized by and granted under this Plan.






	 	 	“Award Agreement” means any writing, approved by the Administrator, setting forth the terms of an
Award that has been duly authorized and approved. An Award Agreement shall be deemed an Ordinary
Shares purchase agreement under the Company’s Memorandum and Articles of Association.






	 	 	“Award Date” means the date upon which the Administrator took the action granting an Award or such
later date as the Administrator designates as the Award Date at the time of the grant of the
Award.






	 	 	“Beneficiary” means the person, persons, trust or trusts designated by a Participant, or, in the
absence of a designation, entitled by will or the laws of descent and distribution, to receive the
benefits specified in the Award Agreement and under this Plan if the Participant dies, and means
the Participant’s executor or administrator if no other Beneficiary is designated and able to act
under the circumstances.






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






	 	 	“Cause” with respect to a Participant means (unless otherwise expressly provided in the applicable
Award Agreement, or another applicable contract with the Participant that defines such term for
purposes of determining the effect that a “for cause” termination has on the Participant’s options
and/or share awards) a termination of employment or service based upon a finding by the Company or
any of its Affiliates, acting in good faith and based on its reasonable belief at the time, that
the Participant:






	 	(a)	 	has been negligent in the discharge of his or her duties to the Company or any Affiliate,
has refused to perform stated or assigned duties or is incompetent in or (other than by
reason of a disability or analogous condition) incapable of performing those duties;
	 
	 	(b)	 	has been dishonest or committed or engaged in an act of theft, embezzlement or fraud, a
breach of confidentiality, an unauthorized disclosure or use of inside information, customer
lists, trade secrets or other confidential information;
	 
	 	(c)	 	has breached a fiduciary duty, or willfully and materially violated any other duty, law,
rule, regulation or policy of the Company or any of its Affiliates; or has been convicted of,
or plead guilty or nolo contendere to, a felony or misdemeanor (other than minor traffic
violations or similar offenses);
	 
	 	(d)	 	has materially breached any of the provisions of any agreement with the Company or any of
its Affiliates;




26









 






	 	(e)	 	has engaged in unfair competition with, or otherwise acted intentionally in a manner
injurious to the reputation, business or assets of, the Company or any of its Affiliates;
or
	 
	 	(f)	 	has improperly induced a vendor or customer to break or terminate any contract with the
Company or any of its Affiliates or induced a principal for whom the Company or any Affiliate
acts as agent to terminate such agency relationship.






	 	 	A termination for Cause shall be deemed to occur (subject to reinstatement upon a contrary final
determination by the Administrator) on the date on which the Company or any Affiliate first
delivers written notice to the Participant of a finding of termination for Cause.






	 	 	“Change in Control Event” means any of the following:






	 	(a)	 	Approval by shareholders of the Company (or, if no shareholder approval is required, by the
Board alone) of the complete dissolution or liquidation of the Company, other than in the
context of a Business Combination that does not constitute a Change in Control Event under
paragraph (c) below;
	 
	 	(b)	 	The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or
14(d)(2) of the Exchange Act (a “Person”)) of beneficial ownership (within the meaning of Rule
13d-3 promulgated under the Exchange Act) of 50% or more of either (1) the then-outstanding
Ordinary Shares of the Company (the “Outstanding Company Ordinary Shares”) or (2) the combined
voting power of the then-outstanding voting securities of the Company entitled to vote
generally in the election of directors (the “Outstanding Company Voting Securities”);
provided, however, that, for purposes of this paragraph (b), the following acquisitions shall
not constitute a Change in Control Event; (A) any acquisition directly from the Company, (B)
any acquisition by the Company, (C) any acquisition by any employee benefit plan (or related
trust) sponsored or maintained by the Company or any Affiliate or a successor, (D) any
acquisition by any entity pursuant to a Business Combination, (E) any acquisition by a Person
described in and satisfying the conditions of Rule 13d-1(b) promulgated under the Exchange
Act, or (F) any acquisition by a Person who is the beneficial owner (within the meaning of
Rule 13d-3 promulgated under the Exchange Act) of 50% or more of the Outstanding Company
Ordinary Shares and/or the Outstanding Company Voting Securities on the Effective Date (or an
affiliate, heir, descendant, or related party of or to such Person);
	 
	 	(c)	 	Consummation of a reorganization, amalgamation, merger, statutory share exchange or
consolidation or similar corporate transaction involving the Company or any other entity a
majority of whose outstanding voting shares or voting power is beneficially owned directly or
indirectly by the Company (a “Subsidiary”), a sale or other disposition of all or
substantially all of the assets of the Company, or the acquisition of assets or shares of
another entity by the Company or any of its Subsidiaries (each, a “Business Combination”), in
each case unless, following such Business Combination, (1) all or substantially all of the
individuals and




27









 






	 	 	 	entities that were the beneficial owners of the Outstanding Company Ordinary Shares and the
Outstanding Company Voting Securities immediately prior to such Business Combination
beneficially own, directly or indirectly, more than 50% of the then-outstanding ordinary
 shares and the combined voting power of the then-outstanding voting securities entitled to
vote generally in the election of directors, as the case may be, of the entity resulting
from such Business Combination (including, without limitation, an entity that, as a result
of such transaction, owns the Company or all or substantially all of the Company’s assets
directly or through one or more subsidiaries (a “Parent”)), and (2) no Person (excluding
any individual or entity described in clauses (C), (E) or (F) of paragraph (b) above)
beneficially owns (within the meaning of Rule 13d-3 promulgated under the Exchange Act),
directly or indirectly, more than 50% of, respectively, the then-outstanding ordinary
 shares of the entity resulting from such Business Combination or the combined voting power
of the then-outstanding voting securities of such entity, except to the extent that the
ownership in excess of 50% existed prior to the Business Combination.






	 	 	“Code” means the Internal Revenue Code of 1986 of the United States, as amended from time to time.






	 	 	“Ordinary Shares” means the Company’s Ordinary Shares of US$0.0001 par value, and such other
securities or property as may become the subject of Awards, or become subject to Awards, pursuant
to an adjustment made under Section 7.3.1 of this Plan.






	 	 	“Company” means HiSoft Technology International Limited, an exempted company incorporated under
the laws of the Cayman Islands, and its successors.






	 	 	“Effective Date” means the date the Board approved this Plan.






	 	 	“Eligible Person” has the meaning given to such term in Section 3 of this Plan.






	 	 	“Exchange Act” means the Securities Exchange Act of 1934 of the United States, as amended from
time to time.






	 	 	“Fair Market Value,” for purposes of this Plan and unless otherwise determined or provided by the
Administrator in the circumstances, means as follows:






	 	(a)	 	If the Ordinary Shares are listed or admitted to trade on the New York Stock Exchange or
other national securities exchange or on a recognized securities exchange outside of the
United States, including without limitation, the Stock Exchange of Hong Kong Limited (the
“Exchange”), the Fair Market Value shall equal the closing price of a Ordinary Share as
reported on the composite tape for securities or equivalent system for reporting such closing
price on the Exchange for the date in question, or, if no sales of Ordinary Shares were made
on the Exchange on that date, the closing price of a Ordinary Share as reported on said
composite tape for the next preceding day on which sales of Ordinary Shares were made on the
Exchange. The Administrator may, however, provide with respect to one or more Awards that the
Fair Market Value shall equal the last closing price of a Ordinary Share as reported on the
composite tape for securities listed on the










28









 













	 	 	 	Exchange available on the date in question or the average of the high and low trading
prices of a Ordinary Share as reported on the composite tape for securities listed on the
Exchange for the date in question or the most recent trading day.
	 
	 	(b)	 	If the Ordinary Shares are not listed or admitted to trade on the a national securities
exchange, the Fair Market Value shall equal the last price of a Ordinary Share as furnished by
the National Association of Securities Dealers, Inc. (the “NASD”) through the NASDAQ National
Market Reporting System (the “National Market”) for the date in question, or, if no sales of
Ordinary Shares were reported by the NASD through the National Market on that date, the last
price of a Ordinary Share as furnished by the NASD through the National Market for the next
preceding day on which sales of Ordinary Shares were reported by the NASD. The Administrator
may, however, provide with respect to one or more Awards that the Fair Market Value shall
equal the last closing price of a Ordinary Share as furnished by the NASD through the National
Market available on the date in question or the average of the high and low trading prices of
a Ordinary Share as furnished by the NASD through the National Market for the date in question
or the most recent trading day.






	 	(c)	 	If the Ordinary Shares are not listed or admitted to trade on a national securities exchange
and is not reported on the National Market Reporting System, the Fair Market Value shall
equal the mean between the bid and asked price for a Ordinary Share on such date, as
furnished by the NASD or a similar organization.
	 
	 	(d)	 	If the Ordinary Shares are not listed or admitted to trade on a national securities
exchange, are not reported on the National Market Reporting System and if bid and asked
prices for the shares are not furnished by the NASD or a similar organization, the Fair
Market Value shall be the value as reasonably determined by the Administrator for purposes of
the Award in the circumstances.






	 	 	The Administrator also may adopt a different methodology for determining Fair Market Value with
respect to one or more Awards if a different methodology is necessary or advisable to secure any
intended favorable tax, legal or other treatment for the particular Award(s) (for example, and
without limitation, the Administrator may provide that Fair Market Value for purposes of one or
more Awards will be based on an average of closing prices (or the average of high and low daily
trading prices) for a specified period preceding the relevant date).






	 	 	Any determination as to Fair Market Value made pursuant to this Plan shall be determined without
regard to any restriction other than a restriction which, by its terms, will never lapse, and
shall be conclusive and binding on all persons with respect to Awards granted under this Plan.






	 	 	“Incentive Stock Option” means an Option that is designated and intended as an “incentive stock
option” within the meaning of Section 422 of the Code, the award of which contains such provisions
(including but not limited to the receipt of shareholder approval of this Plan, if the award is
made prior to such approval) and is made under such circumstances and to such persons as may be
necessary to comply with that section.










29









 












	 	 	“Nonqualified Option” means an Option that is not an “incentive stock option” within the meaning of
Section 422 of the Code and includes any Option designated or intended as a Nonqualified Option and
any Option designated or intended as an Incentive Stock Option that fails to meet the applicable
legal requirements thereof.






	 	 	“Option” means an option to purchase Ordinary Shares granted under Section 5 of this Plan. The
Administrator will designate any Option granted to an employee of the Company or an Affiliate as a
Nonqualified Option or an Incentive Stock Option “Participant” means an Eligible Person who has
been granted and holds an Award under this Plan.






	 	 	“Personal Representative” means the person or persons who, upon the disability or incompetence of
a Participant, has acquired on behalf of the Participant, by legal proceeding or otherwise, the
power to exercise the rights or receive benefits under this Plan by virtue of having become the
legal representative of the Participant.






	 	 	“Plan” means this HiSoft Technology International Limited Amended and Restated Share Incentive
Plan, as it may hereafter be amended from time to time.






	 	 	“Public Offering Date” means the date the Ordinary Shares are first registered under the Exchange
Act and listed or quoted on a recognized national securities exchange or in the NASDAQ National
Market Quotation System.






	 	 	“Qualified IPO” means a firm commitment public offering of Ordinary Shares in the United States
that has been registered under the United States Securities Act of 1933, as amended, with a
minimum market capitalization of US$350,000,000, regardless of the then current Series A
Conversion Price (or conversion ratio) (as defined in the Amended and Restated Articles of
Association of the Company), and with gross proceeds to the Company of at least US$50,000,000, or
in a similar public offering of Ordinary Shares in a jurisdiction and on a recognized securities
exchange outside of the United States, including without limitation, the Stock Exchange of Hong
Kong Limited, provided such public offering is equivalent to the aforementioned in terms of price,
offering proceeds and regulatory approval.






	 	 	“Restricted Shares” means Ordinary Shares awarded to a Participant under this Plan, subject to
payment of such consideration and such conditions on vesting (which may include, among others, the
passage of time, specified performance objectives or other factors) and such transfer and other
restrictions as are established in or pursuant to this Plan and the related Award Agreement, to
the extent such remain unvested and restricted under the terms of the applicable Award Agreement.






	 	 	“Restricted Share Award” means an award of Restricted Shares.






	 	 	“Securities Act” means the Securities Act of 1933 of the United States, as amended from time to
time.






	 	 	“Severance Date” with respect to a particular Participant means, unless otherwise provided in the
applicable Award Agreement:





30









 






	 	(a)	 	if the Participant is an Eligible Person under clause (a) of Section 3 and the Participant’s
employment by the Company or any of its Affiliates terminates (regardless of the reason), the
last day that the Participant is actually employed by the Company or such Affiliate (unless,
immediately following such termination of employment, the Participant is a member of the Board
or, by express written agreement with the Company or any of its Affiliates, continues to
provide other services to the Company or any Affiliate as an Eligible Person under clause (c)
of Section 3, in which case the Participant’s Severance Date shall not be the date of such
termination of employment but shall be determined in accordance with clause (b) or (c) below,
as applicable, in connection with the termination of the Participant’s other services);
	 
	 	(b)	 	if the Participant is not an Eligible Person under clause (a) of Section 3 but is an
Eligible Person under clause (b) thereof, and the Participant ceases to be a member of the
Board (regardless of the reason), the last day that the Participant is actually a member of
the Board (unless, immediately following such termination, the Participant is an employee of
the Company or any of its Affiliates or, by express written agreement with the Company or any
of its Affiliates, continues to provide other services to the Company or any Affiliate as an
Eligible Person under clause (c) of Section 3, in which case the Participant’s Severance Date
shall not be the date of such termination but shall be determined in accordance with clause
(a) above or (c) below, as applicable, in connection with the termination of the
Participant’s employment or other services);
	 
	 	(c)	 	if the Participant is not an Eligible Person under clause (a) or clause (b) of Section 3 but
is an Eligible Person under clause (c) thereof, and the Participant ceases to provide
services to the Company or any of its Affiliates as determined in accordance with Section
7.4.4 (regardless of the reason), the last day that the Participant actually provides
services to the Company or such Affiliate as an Eligible Person under clause (c) of Section 3
(unless, immediately following such termination, the Participant is an employee of the
Company or any of its Affiliates or is a member of the Board, in which case the Participant’s
Severance Date shall not be the date of such termination of services but shall be determined
in accordance with clause (a) or (b) above, as applicable, in connection with the termination
of the Participant’s employment or membership on the Board).






	 	 	“Share Award” means an award of Ordinary Shares under Section 6 of this Plan. A Share Award may be
a Restricted Share Award or an award of unrestricted Ordinary Shares.






	 	 	“Total Disability” means a “total and permanent disability” within the meaning of Section 22(e)(3)
of the Code and, with respect to Awards other than Incentive Stock Options, such other
disabilities, infirmities, afflictions, or conditions as the Administrator may include.






31