EX-10.2






Exhibit 10.2




CHINA LODGING GROUP, LIMITED




AMENDED AND RESTATED 2008 GLOBAL SHARE PLAN




(adopted by the Company’s Board of Directors on June 15, 2007;

approved by the Company’s members on June 15, 2007;

amended and restated by the Company on October 31, 2008)




     1. Purposes of the Plan. The purposes of this Plan are to attract and retain the best
available personnel for positions of substantial responsibility, to provide additional incentives
to selected Employees, Directors, and Consultants and to promote the success of the Company’s
business by offering these individuals an opportunity to acquire a proprietary interest in the
success of the Company or to increase this interest, by permitting them to purchase Shares of the
Company. The Plan provides both for the direct award or sale of Shares and for the grant of Options
to purchase Shares. Options granted under the Plan may be Incentive Stock Options or Nonstatutory
Stock Options, as determined by the Administrator at the time of grant.



     2. Definitions. For the purposes of this Plan, the following terms shall have the
following meanings:



     (a) “Acquisition Date” means, with respect to Shares, the respective dates on which
the Shares are sold under the Plan or the Shares are issued upon exercise of an Option.



     (b) “Administrator” means the Board or any of its Committees as shall be administering
the Plan in accordance with Section 4 hereof.



     (c) “Applicable Law” means any applicable legal requirements relating to the
administration of and the issuance of securities under equity securities-based compensation plans,
including, without limitation, the laws of the People’s Republic of China, the requirements of U.S.
state corporate laws, U.S. federal and state securities laws, U.S. federal law, the Code, the laws
of the British Virgin Islands, and the requirements of any stock exchange or quotation system upon
which the Shares may then be listed or quoted and the applicable laws of any other country or
jurisdiction where Awards are granted under the Plan. For all purposes of this Plan, references to
statutes and regulations shall be deemed to include any successor statutes or regulations, to the
extent reasonably appropriate as determined by the Administrator.



     (d) “Award” means an Option or a Share Purchase Right.



     (e) “Board” means the Board of Directors of the Company.



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



          (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act)
becomes the “beneficial owner” (as defined in Rule 13d-3 of the
Exchange Act), directly or indirectly, of securities of the Company representing fifty percent
(50%) or more of the total voting power represented by the Company’s then outstanding voting
securities; or




 









 








          (ii) the consummation of the sale, lease, or disposition by the Company of all or
substantially all of the Company’s assets; or




          (iii) the consummation of a merger or consolidation of the Company with any other corporation,
other than a merger or consolidation that would result in the voting securities of the Company
outstanding immediately prior thereto continuing to represent (either by remaining outstanding or
by being converted into voting securities of the surviving entity or its parent) at least fifty
percent (50%) of the total voting power represented by the voting securities of the Company or such
surviving entity or its parent outstanding immediately after such merger or consolidation.




     Anything in the foregoing to the contrary notwithstanding, a transaction shall not constitute
a Change in Control if its sole purpose is to change the legal jurisdiction of the Company’s
incorporation or to create a holding company that will be owned in substantially the same
proportions by the persons who held the Company’s securities immediately before such transaction.
In addition, a sale by the Company of its securities in a transaction, the primary purpose of which
is to raise capital for the Company’s operations and business activities including, without
limitation, an initial public offering of Shares under the Securities Act or other Applicable Law,
shall not constitute a Change in Control.



     (g) “Code” means the U.S. Internal Revenue Code of 1986, as amended, and the
regulations promulgated thereunder.



     (h) “Committee” means a committee of Directors appointed by the Board in accordance
with Section 4 hereof.



     (i) “Company” means China Lodging Group, Limited, a company organized under the laws
of the Cayman Islands, or any successor corporation thereto.



     (j) “Consultant” means, for purposes of a Reg S Option, any person who is engaged by
the Company or any Parent or Subsidiary to render consulting or advisory services to such entity,
and, for purposes of an Option other than a Reg S Option, any natural person, including an advisor,
who is engaged by the Company, or any Parent or Subsidiary to render bona fide consulting or
advisory services to such entity and who is compensated for the services; provided that the term
“Consultant,” for purposes of an Option other than a Reg S Option, does not include (i) Employees,
(ii) Directors who are paid only a director’s fee by the Company or who are not compensated by the
Company for their services as Directors, (iii) securities promoters, (iv) independent agents,
franchisees and salespersons who do not have employment relationships with the Company from which
they derive at least fifty percent of their annual income, or (v) any other person who would not be
“consultants” or “advisors” as defined pursuant to Rule 701 of the Securities Act, and any
applicable rulings or regulations interpreting Rule 701.



     (k) “Date of Grant” means the date an Award is granted to a Participant in accordance
with Section 13 hereof.



     (l) “Director” means a member of the Board.



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     (m) “Disability” means total and permanent disability as defined in Section 22(e)(3)
of the Code.



     (n) “Employee” means any person, including officers and Directors, employed by the
Company or any Parent or Subsidiary. A Service Provider shall not cease to be an Employee in the
case of (i) any leave of absence approved by the Company or any Parent or Subsidiary, including
sick leave, military leave, or any other personal leave, or (ii) transfers between locations of the
Company or between the Company or any Parent or Subsidiary, or any successor. For purposes of
Incentive Stock Options, no such leave may exceed ninety (90) days, unless reemployment upon
expiration of such leave is guaranteed by statute or contract. If reemployment upon expiration of a
leave of absence approved by the Company is not so guaranteed, then three (3) months following the
91st day of such leave, any Incentive Stock Option held by the Optionee shall cease to
be treated as an Incentive Stock Option and shall be treated for tax purposes as a Nonstatutory
Stock Option. Neither service as a Director nor payment of a director’s fee by the Company or any
Parent or Subsidiary shall be sufficient to constitute “employment” by the Company or any Parent or
Subsidiary.



     (o) “Exercise Price” means the amount for which one Share may be purchased upon
exercise of an Option, as specified by the Administrator in the applicable Option Agreement in
accordance with Section 6(d) hereof.



     (p) “Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended, and the
rules and regulations promulgated thereunder.



     (q) “Fair Market Value” means, as of any date, the value of the Shares determined as
follows:



          (i) if the Shares are listed on any established stock exchange or a national market system,
including, without limitation, The Nasdaq Global Market or The Nasdaq SmallCap Market of The
Nasdaq Stock Market, the Fair Market Value shall be the closing sales price for the Shares (or the
closing bid, if no sales were reported) as quoted on such exchange or system on the day of
determination, as reported in The Wall Street Journal or such other source as the Administrator
deems reliable;




          (ii) if the Shares are regularly quoted by a recognized securities dealer but selling prices
are not reported, the Fair Market Value shall be the mean of the high bid and low asked prices for
the Shares on the day of determination, as reported in The Wall Street Journal or any other source
as the Administrator deems reliable; or




          (iii) in the absence of an established market for the Shares, the Fair Market Value thereof
shall be determined in good faith by the Administrator in accordance with Applicable Law.




     (r) “Incentive Stock Option” means an Option intended to qualify as an incentive stock
option within the meaning of Section 422 of the Code, as designated in the applicable Option
Agreement.



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     (s) “Nonstatutory Stock Option” means an Option not intended to qualify as an
Incentive Stock Option, as designated in the applicable Option Agreement, or an Incentive Stock
Option that does not so qualify.



     (t) “Option” means an option to purchase Shares that is granted pursuant to the Plan
in accordance with Section 6 hereof. An Option that is not designated as a Reg S Option is intended
to comply with and qualify under Rule 701  promulgated under the Securities Act.



     (u) “Option Agreement” means a written or electronic agreement between the Company and
an Optionee, the form(s) of which shall be approved from time to time by the Administrator,
evidencing the terms and conditions of an individual Option granted under the Plan, and includes
any documents attached to or incorporated into the Option Agreement, including, but not limited to,
a notice of option grant and a form of exercise notice. The Option Agreement shall be subject to
the terms and conditions of the Plan.



     (v) “Optioned Shares” means the Shares subject to an Option.



     (w) “Optionee” means the holder of an outstanding Option granted under the
Plan.



     (x) “Parent” means a “parent corporation” with respect to the Company, whether now or
hereafter existing, as defined in Section 424(e) of the Code.



     (y) “Participant” means an Optionee or Purchaser, as applicable given the context, or
the holder of Shares issuable or issued pursuant to the exercise of an Option or Share Purchase
Right.



     (z) “Plan” means this 2008 Global Share Plan, as amended from time to time.



     (aa) “Purchase Price” means the amount of consideration for which one Share may be
acquired pursuant to a Share Purchase Right, as specified by the Administrator in the applicable
Restricted Share Purchase Agreement in accordance with Section 7(d) hereof.



     (bb) “Purchaser” means the holder of Shares purchased pursuant to the exercise of a
Share Purchase Right.



     (cc) “Reg S Option” means an Option that (i) is granted to a Service Provider who is
not a U.S. Person, and (ii) is not intended to qualify under Rule 701
promulgated under the Securities Act.



     (dd) “Reg S Share Purchase Right” means a Share Purchase Right that (i) is granted to a
Service Provider who is not a U.S. Person, and (ii) is not intended to qualify under Rule 701
promulgated under the Securities Act.



     (ee) “Restricted Share Purchase Agreement” means a written or electronic agreement
between the Company and a Purchaser, the form(s) of which shall be approved from time to time by
the Administrator, evidencing the terms and conditions of an individual Share



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Purchase Right, and includes any documents attached to or incorporated into the Restricted
Share Purchase Agreement. The Restricted Share Purchase Agreement shall be subject to the terms and
conditions of the Plan.




     (ff) “Restricted Shares” means Shares acquired pursuant to a Share Purchase
Right.



     (gg) “Securities Act” means the U.S. Securities Act of 1933, as amended, and the rules
and regulations promulgated thereunder.



     (hh) “Service Provider” means an Employee, Director, or Consultant.



     (ii) “Share” means an ordinary share of the Company, as adjusted in accordance with
Section 12 hereof.



     (jj) “Shareholders Agreement” means any agreement between a Participant and the
Company or members of the Company or both.



     (kk) “Share Purchase Right” means a right to purchase Restricted Shares pursuant to
Section 7 hereof. A Share Purchase Right that is not designated as a Reg S Share Purchase Right is
intended to comply with and qualify under Rule 701 promulgated under the Securities Act.



     (ll) “Subsidiary” means a “subsidiary corporation” with respect to the Company,
whether now or hereafter existing, as defined in Section 424(f) of the Code.



     (mm) “Ten Percent Owner” means a Service Provider who owns more than 10% of the total
combined voting power of all classes of outstanding securities of the Company or any Parent or
Subsidiary.



     (nn) “United States” means the United States of America, its territories and
possessions, any State of the United States, and the District of Columbia.



     (oo) “U.S. Person” has the meaning accorded to it in Rule 902(k) of the
Securities Act, and currently includes:



               (i) any natural person resident in the United States;




               (ii) any partnership or corporation organized or incorporated under the laws of the United
States;




               (iii) any estate of which any executor or administrator is a U.S. Person;




               (iv) any trust of which any trustee is a U.S. Person;




               (v) any agency or branch of a foreign entity located in the United States;





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          (vi) any non-discretionary account or similar account (other than an estate or trust) held by
a dealer or other fiduciary for the benefit or account of a U.S. Person;




          (vii) any discretionary account or similar account (other than an estate or trust) held by a
dealer or other fiduciary organized, incorporated, or (if an individual) resident in the United
States; and




          (viii) any partnership or corporation if:




               (A) organized or incorporated under the laws of any foreign jurisdiction; and



               (B) formed by a U.S. Person principally for the purpose of investing in securities not
registered under the Securities Act, unless it is organized or incorporated, and owned, by
accredited investors (as defined in Rule 501(a) promulgated under the Securities Act) who are not
natural persons, estates or trusts.



     3. Shares Subject to the PlanBasic Limitation Subject to the provisions of Section 12
hereof, the maximum aggregate number of Shares that may be issued under the Plan shall not exceed
the sum of 7,000,000 Shares; plus the unused or forfeited Shares authorized for issuance under the
China Lodging Group, Limited Global Share Plan, provided, however, that, if required by applicable
Law, at no time while the Shares are not registered pursuant to the Securities Act or the Company
is not otherwise subject to the public reporting requirements of the Exchange Act, shall the
maximum aggregate number of Shares that may be issued upon the exercise of all outstanding Awards
and the aggregate number of Shares provided for under any other share bonus or similar plan of the
Company exceed the number of Shares that the Company is permitted to issue pursuant to the
exemption from registration under the Securities Act provided by Rule 701  of the Securities Act
plus the aggregate number of Shares issued pursuant to Regulation S of the Securities Act or other
exemption available under the Securities Act.
The aggregate number of Shares that may be issued upon exercise of Incentive Stock Options
granted under the Plan shall in no event exceed 7,000,000 Shares. The Shares may, in whole or in
part, be authorized but unissued shares or shares that shall have been or may be reacquired by the
Company in the open market, in private transactions or otherwise. The Company, during the term of
the Plan, shall at all times reserve and keep available sufficient Shares to satisfy the
requirements of outstanding Awards granted under the Plan.



     (b) Additional Shares. If an Award expires, becomes unexercisable, or is cancelled,
forfeited, or otherwise terminated without having been exercised or settled in full, as the case
may be, the Shares allocable to the unexercised portion of the Award shall again become available
for future grant or sale under the Plan (unless the Plan has terminated). Shares that actually have
been issued under the Plan, upon exercise of an Option or delivery under a Share Purchase Right,
shall not be returned to the Plan and shall not become available for future distribution under the
Plan, except that in the event that Shares issued under the Plan are reacquired by the Company
pursuant to any forfeiture provision, right of repurchase or redemption, or are retained by the
Company upon the exercise of or purchase of Shares under an Award in order to satisfy the Exercise
Price or Purchase Price for the Award or any withholding



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taxes due with respect to the exercise or purchase, such Shares shall again become available for
future grant under the Plan.




     4. Administration of the Plan.



     (a) Administrator. The Plan shall be administered by the Board or a
Committee appointed by the Board, which Committee shall be constituted to comply with
Applicable Law.



     (b) Powers of the Administrator. Subject to the provisions of the Plan and, in the
case of a Committee, the specific duties delegated by the Board to such Committee, and subject to
the approval of any relevant authorities, the Administrator shall have the authority in its
discretion:



          (i) to determine the Fair Market Value, in accordance with Section 2(q) hereof;




          (ii) to select the Service Providers to whom Awards may from time to time be granted
hereunder;




          (iii) to determine the number of Shares to be covered by each Award granted hereunder;




          (iv) to approve the form(s) of agreement for use under the Plan;




          (v) to determine the terms and conditions of any Award granted
hereunder including, but not limited to, the Exercise Price, the Purchase Price, the time or
times when Options may be exercised (which may be based on performance criteria), the time or times
when repurchase or redemption rights shall lapse, any vesting acceleration or waiver of forfeiture
restrictions, and any restriction or limitation regarding any Award or the Shares relating thereto,
based in each case on such factors as the Administrator, in its sole discretion, shall determine;




          (vi) to implement a program where (A) outstanding Awards are surrendered or cancelled in
exchange for Awards of the same type (which may have lower Exercise/Purchase Prices and different
terms), Awards of a different type, or cash, or (B) the Exercise/Purchase Price of an outstanding
Award is reduced, based in each case on terms and conditions determined by the Administrator in its
sole discretion;




          (vii) to prescribe, amend, and rescind rules and regulations relating to the Plan, including
rules and regulations relating to sub-plans established for the purpose of satisfying applicable
laws of jurisdictions other than the United States;




          (viii) to allow Optionees to satisfy withholding tax obligations by electing to have the
Company withhold from the Optioned Shares to be issued under an Option that number of Shares having
a Fair Market Value equal to the minimum amount required to be withheld. The Fair Market Value of
the Shares to be withheld shall be determined on the date that the amount of tax to be withheld is
to be determined. All elections by Optionees to have




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Shares withheld for this purpose shall be made in such form and under such conditions as the
Administrator may deem necessary or advisable;




          (ix) to modify or amend each Award (subject to Section 17 hereof and Participant consent if
the modification or amendment is to the Participant’s detriment), including, without limitation,
the discretionary authority to extend the post-termination exercisability of an Option longer than
is otherwise provided for in an Option Agreement or accelerate the vesting or exercisability of an
Option or lapsing of a repurchase or redemption right to which Restricted Shares may be subject;




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




          (xi) to make any other determination and take any other action that the Administrator deems
necessary or desirable for the administration of the Plan.




     (c) Delegation of Authority to Officers. Subject to Applicable Law, the Administrator
may delegate limited authority to specified officers of the Company to execute on behalf of the
Company any instrument required to effect an Award previously granted by the Administrator.



     (d) Effect of Administrator’s Decision. All decisions, determinations, and
interpretations of the Administrator shall be final and binding on all Participants.



     5. Eligibility.



     (a) General Rule. All Service Providers are eligible for Awards under the Plan;
provided, however, that only Service Providers that are not U.S. Persons, or trusts established in
connection with any employee benefit plan of the Company (including the Plan) for the benefit of a
Service Provider, shall be eligible for the grant of Reg S Options and Reg S Share Purchase Rights.
Incentive Stock Options may be granted to Employees only.



     (b) Members with Ten-Percent Holdings. A Ten Percent Owner shall not be eligible for
the grant of an Incentive Stock Option unless (i) the Exercise Price is at least 110% of the Fair
Market Value on the Date of Grant, and (ii) the Incentive Stock Option by its terms is not
exercisable after the expiration of five (5) years from the Date of Grant. For purposes of this
Section 5(b), in determining ownership of securities, the attribution rules of Section 424(d) of
the Code shall apply.



     6. Terms and Conditions of Options.



     (a) Option Agreement. Each grant of an Option under the Plan shall be evidenced by an
Option Agreement between the Optionee and the Company. Each Option shall be subject to all
applicable terms and conditions of the Plan and may be subject to any other terms and conditions
that are not inconsistent with the Plan and that the Administrator deems appropriate for inclusion
in an Option Agreement. The provisions of the various Option Agreements entered into under the Plan
need not be identical.



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     (b) Type of Option. Each Option shall be designated in the Option Agreement as either
an Incentive Stock Option or a Nonstatutory Stock Option. However, notwithstanding a designation of
an Option as an Incentive Stock Option, to the extent that the aggregate Fair Market Value of the
Shares with respect to which Incentive Stock Options are exercisable for the first time by an
Optionee during any calendar year (under all plans of the Company and any Parent or Subsidiary)
exceeds US$100,000, such Options shall be treated as Nonstatutory Stock Options. For purposes of
this Section 6(b), Incentive Stock Options shall be taken into account in the order in which they
were granted. The Fair Market Value of the Shares shall be determined as of the Date of Grant. Each
Option also may be designated as a Reg S Option or as an Option other than a Reg S Option. An
Option that is not designated as a Reg S Option is intended to
qualify under Rule 701  promulgated
under the Securities Act.



     (c) Number of Shares. Each Option Agreement shall specify the number of Shares that
are subject to the Option and shall provide for the adjustment of such number in accordance with
Section 12 hereof.



     (d) Exercise Price. Each Option Agreement shall specify the Exercise
Price. No option shall be granted to an individual subject to taxation in the United States at
less than the Fair Market Value on the Date of Grant, and a higher percentage may be required by
Section 5(b) hereof. Subject to the preceding sentence, the Exercise Price under any Option shall
be determined by the Administrator in its sole discretion. The Exercise Price shall be payable in
accordance with Section 9 hereof and the applicable Option Agreement. Notwithstanding anything to
the contrary in the foregoing or in Section 5(b), in the event of a transaction described in
Section 424(a) of the Code, then, consistent with Section 424(a) of the Code, Incentive Stock
Options may be issued at an Exercise Price other than as required by the foregoing and Section
5(b).



     (e) Term of Option. The Option Agreement shall specify the term of the Option;
provided, however, that the term shall not exceed ten (10) years from the Date of Grant, and a
shorter term may be required by Section 5(b) hereof. Subject to the preceding sentence, the
Administrator in its sale discretion shall determine when an Option is to expire.



     (f) Exercisability. Each Option Agreement shall specify the date when all or any
installment of the Option is to become exercisable. The exercisability provisions of any Option
Agreement shall be determined by the Administrator in its sole discretion.



     (g) Exercise Procedure. Any Option granted hereunder shall be exercisable according to
the terms hereof at such times and under such conditions as may be determined by the Administrator
and as set forth in the Option Agreement; provided, however, that an Option shall not be exercised
for a fraction of a Share.



          (i) An Option shall be deemed exercised when the Company receives (A) written or electronic
notice of exercise (in accordance with the Option Agreement) from the person entitled to exercise
the Option, (B) full payment for the Shares with respect to which the Option is exercised, and (C)
all representations, indemnifications, and documents reasonably requested by the Administrator
including, without limitation, any Shareholders Agreement. Full





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payment may consist of any consideration and method of payment authorized by the Administrator
in accordance with Section 9 hereof and permitted by the Option Agreement.




          (ii) Shares issued upon exercise of an Option shall be issued in the name of the Optionee or,
if requested by the Optionee, in the name of the Optionee and his or her spouse. Subject to the
provisions of Sections 8, 9, 14, and 15, the Company shall issue (or cause to be issued)
certificates evidencing the issued Shares promptly after the Option is exercised. Notwithstanding
the foregoing, the Administrator in its discretion may require the Company to retain possession of
any certificate evidencing Shares acquired upon the exercise of an Option, if those Shares remain
subject to repurchase or redemption under the provisions of the Option Agreement, the Shareholders
Agreement, or any other agreement between the Company and the Participant, or if those Shares are
collateral for a loan or obligation due to the Company.




          (iii) Exercise of an Option in any manner shall result in a decrease in the number of Shares
thereafter available, both for purposes of the Plan and for sale under the Option, by the number of
Shares as to which the Option is exercised.




     (h) Termination of Service (other than by death).



          (i) If an Optionee ceases to be a Service Provider for any reason other than because of death,
then the Optionee’s Options, to the extent vested, shall expire on the earliest of the following
occasions. Unless determined otherwise by the Administrator, all unvested Options shall be
cancelled on the date of the Optionee’s termination of employment (other than due to death):




               (A) The expiration date determined by Section 6(e) hereof;



               (B) The 30th day following the termination of the Optionee’s relationship as a Service
Provider for any reason other than Disability, or such later date as the Administrator may
determine and specify in the Option Agreement, provided that no Option that is exercised after the
expiration of the three-month period next following the termination of the Optionee’s relationship
as an Employee shall be treated as an Incentive Stock Option; or



               (C) The last day of the six-month period following the termination of the Optionee’s
relationship as a Service Provider by reason of Disability, or such later date as the Administrator
may determine and specify in the Option Agreement; provided that no Option that is exercised after
the expiration of the twelve-month period next following the termination of the Optionee’s
relationship as an Employee shall be treated as an Incentive Stock Option.



          (ii) Following the termination of the Optionee’s relationship as a Service Provider, the
Optionee may exercise all or part of the Optionee’s Option at any time before the expiration of the
Option as set forth in Section 6(h)(i) hereof, but only to the extent that the Option was vested
and exercisable as of the date of termination of the
Optionee’s relationship as a Service Provider (or became vested and exercisable as a result of
the termination). The balance of the Shares subject to the Option shall be forfeited on the date of
termination of the Optionee’s relationship as a Service Provider. In the event that the Optionee
dies after the termination of the Optionee’s relationship as a Service Provider but before the




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expiration of the Optionee’s Option as set forth in Section 6(h)(i) hereof, all or part of the
Option may be exercised (prior to expiration) by the executors or administrators of the Optionee’s
estate or by any person who has acquired the Option directly from the Optionee by beneficiary
designation, bequest, or inheritance, but only to the extent that the Option was vested and
exercisable as of the termination date of the Optionee’s relationship as a Service Provider (or
became vested and exercisable as a result of the termination). Any Optioned Shares subject to the
portion of the Option that are vested as of the termination date of the Optionee’s relationship as
a Service Provider but that are not purchased prior to the expiration of the Option pursuant to
this Section 6(h) shall be forfeited immediately following the Option’s expiration.




     (i) Leaves of Absence. Unless otherwise determined by the Administrator, for purposes
of Section 6 hereof, the service of an Optionee as a Service Provider shall be deemed to continue
while the Optionee is on a bona fide leave of absence, if such leave was approved by the Company in
writing. Unless otherwise determined by the Administrator and subject to Applicable Law, vesting of
an Option shall be suspended during any unpaid leave of absence.



     (j) Death of Optionee.



          (i) If an Optionee dies while a Service Provider, then the Optionee’s vested Option shall
expire on the earlier of the following dates. Unless determined otherwise by the Administrator, all
unvested Options shall be cancelled on the date of the Optionee’s death:




               (A) The expiration date determined by Section 6(e) hereof;



               (B) The last day of the six-month period following the Optionee’s death, or such later date as
the Administrator may determine and specify in the Option Agreement.



          (ii) All or part of the Optionee’s Option may be exercised at any time before the expiration
of the Option as set forth in Section 6(j)(i) hereof by the executors or administrators of the
Optionee’s estate or by any person who has acquired the Option directly from the Optionee by
beneficiary designation, bequest, or inheritance, but only to the extent that the Option was vested
and exercisable as of the date of the Optionee’s death or had became vested and exercisable as a
result of the death. The balance of the Shares subject to the Option shall be forfeited upon the
Optionee’s death. Any Optioned Shares subject to the portion of the Option that are vested as of
the Optionee’s death but that are not purchased prior to the expiration of the Option pursuant to
this Section 6(j) shall be forfeited immediately following the Option’s expiration.




     (k) Restrictions on Transfer of Shares. Any Shares issued upon exercise of an Option
shall be subject to such special forfeiture conditions, rights of repurchase or redemption, rights
of first refusal, and other transfer restrictions as the Administrator may determine. The
restrictions described in the preceding sentence shall be set forth in the applicable Option
Agreement and shall apply in addition to any restrictions that may apply to holders of Shares
generally.



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     7. Terms
and Conditions of Share Purchase Rights.



     (a) Restricted Share Purchase Agreement. Each Share Purchase Right under the Plan
shall be evidenced by a Restricted Share Purchase Agreement between the Purchaser and the Company.
Each Share Purchase Right shall be subject to all applicable terms and conditions of the Plan and
may be subject to any other terms and conditions that are not inconsistent with the Plan and that
the Administrator deems appropriate for inclusion in a Restricted Share Purchase Agreement. The
provisions of the various Restricted Share Purchase Agreements entered into under the Plan need not
be identical.



     (b) Type of Share Purchase Right. Each Share Purchase Right may be designated as a Reg
S Share Purchase Right or as a Share Purchase Right other than a Reg S Share Purchase Right. If the
Restricted Share Purchase Agreement does not specify the type of Share Purchase Right, the Share
Purchase Right will not be treated as a Reg S Share Purchase Right.



     (c) Duration of Offers and Nontransferability of Share Purchase Rights. Any Share
Purchase Rights granted under the Plan shall automatically expire if not exercised by the Purchaser
within 30 days (or such longer time as is specified in the Restricted Share Purchase Agreement)
after the Date of Grant. Share Purchase Rights shall not be transferable and shall be exercisable
only by the Purchaser to whom the Share Purchase Right was granted.



     (d) Purchase Price. The Purchase Price shall be determined by the Administrator in its
sole discretion. The Purchase Price shall be payable in a form described in Section 9 hereof.



     (e) Restrictions on Transfer of Shares. Any Shares awarded or sold pursuant to Share
Purchase Rights shall be subject to such special forfeiture conditions, rights of repurchase or
redemption, rights of first refusal, and other transfer restrictions as the Administrator may
determine. The restrictions described in the preceding sentence shall be set forth in the
applicable Restricted Share Purchase Agreement and shall apply in addition to any restrictions that
may apply to holders of Shares generally. Any repurchase or redemption right may be exercised only
within 90 days after the termination of the Purchaser’s relationship as a Service Provider for cash
or for cancellation of indebtedness incurred in purchasing the Shares.



     8. Withholding Taxes. As a condition to the exercise of an Option or purchase of
Restricted Shares, the Participant (or in the case of the Participant’s death or in the event of a
permissible transfer of Awards hereunder, the person exercising the Option
or purchasing Restricted Shares) shall make such arrangements as the Administrator may require
for the satisfaction of any applicable withholding taxes arising in connection with the exercise of
an Option or purchase of Restricted Shares under the laws of U.S. federal, state, local, or
non-U.S. jurisdictions. The Participant (or in the case of the Participant’s death or in the event
of a permissible transfer of Awards hereunder, the person exercising the Option or purchasing
Restricted Shares) also shall make such arrangements as the Administrator may require for the
satisfaction of any applicable U.S. federal, state, local, or
non-U.S. withholding tax obligations
that may arise in connection with the disposition of Shares acquired by exercising an Option or
purchasing Restricted Shares. The Company shall not be required to issue any Shares under the



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Plan until the foregoing obligations are satisfied. Without limiting the generality of the
foregoing, upon the exercise of the Option or delivery of Restricted Shares, the Company shall have
the right to withhold taxes from any compensation or other amounts that the Company may owe to the
Participant, or to require the Participant to pay to the Company the amount of any taxes that the
Company may be required to withhold with respect to the Shares issued to the Participant. Without
limiting the generality of the foregoing, the Administrator in its discretion may authorize the
Participant to satisfy all or part of any withholding tax liability by (i) having the Company
withhold from the Shares that would otherwise be issued upon the exercise of an Option or purchase
of Restricted Shares that number of Shares having a Fair Market Value, as of the date the
withholding tax liability arises, equal to the portion of the Company’s withholding tax liability
to be so satisfied or (ii) by delivering to the Company previously owned and unencumbered Shares
having a Fair Market Value, as of the date the withholding tax liability arises, equal to the
amount of the Company’s withholding tax liability to be so satisfied. Subject to the preceding
sentence, the exercisability provisions of any Option Agreement and rights to acquire Restricted
Shares shall be determined by the Administrator in its sole discretion.




     9. Payment for Shares. The consideration to be paid for the Shares to be issued under
the Plan, including the method of payment, shall be determined by the Administrator (and, in the
case of an Incentive Stock Option, shall be determined on the Date of Grant), subject to the
provisions in this Section 9.



     (a) General Rule. The entire Purchase Price or Exercise Price (as the case may be) for
Shares issued under the Plan shall be payable in cash or cash equivalents at the time when the
Shares are purchased, except as otherwise provided in this Section 9.



     (b) Surrender of Shares. To the extent that an Option Agreement so provides, all or
any part of the Exercise Price may be paid by surrendering, or attesting to the ownership of,
Shares that are already owned by the Optionee. These Shares shall be surrendered to the Company in
good form for transfer and shall be valued at their Fair Market Value on the date the Option is
exercised. The Optionee shall not surrender, or attest to the ownership of, Shares in payment of
the Exercise Price if this action would subject the Company to adverse accounting consequences, as
determined by the Administrator.



     (c) Services Rendered. At the discretion of the Administrator and to the
extent so provided in the agreements evidencing Awards of Shares under the Plan, Shares may be
awarded under the Plan in consideration of services rendered to the Company or any Parent or
Subsidiary prior to the Award.



     (d) Promissory Note. Subject to Applicable Law, at the discretion of the Administrator
and to the extent an Option Agreement or a Restricted Share Purchase Agreement so provides, all or
a portion of the Exercise Price or Purchase Price (as the case may be) may be paid with a
promissory note in favor of the Company. The Shares shall be pledged as security for payment of the
principal amount of the promissory note and interest thereon. The interest rate payable under the
terms of the promissory note shall not be less than the minimum rate (if any) required to avoid the
imputation of additional interest under the Code. Subject to the foregoing, the Administrator (at
its sole discretion) shall specify the term, interest rate, amortization requirements (if any), and
other provisions of the promissory note.



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     (e) Exercise/Sale. At the discretion of the Administrator and to the extent an Option
Agreement so provides, and if the Shares are publicly traded, payment may be made all or in part by
the delivery (on a form prescribed by the Company) or an irrevocable direction to a securities
broker approved by the Company to sell Shares and to deliver all or part of the sales proceeds to
the Company in payment of all or part of the Exercise Price and any withholding taxes.



     (f) Exercise/Pledge. At the discretion of the Administrator and to the extent an
Option Agreement so provides, and if the Shares are publicly traded, payment may be made all or in
part by the delivery (on a form prescribed by the Company) or an irrevocable direction to pledge
Shares to a securities broker or lender approved by the Company, as security for a loan, and to
deliver all or part of the loan proceeds to the Company in payment of all or part of the Exercise
Price and any withholding taxes.



     (g) Other Forms of Consideration. At the discretion of the Administrator and to the
extent an Option Agreement or a Restricted Share Purchase Agreement so provides, all or a portion
of the Exercise Price or Purchase Price may be paid by any other form of consideration and method
of payment to the extent permitted by Applicable Law.



     10. Nontransferability of Awards. Unless otherwise determined by the Administrator and
provided in the applicable Option Agreement or Restricted Share Purchase Agreement (or be amended
to provide), no Award shall be sold, pledged, assigned, hypothecated, transferred, or disposed of
in any manner (whether by operation of law or otherwise) other than by will or applicable laws of
descent and distribution or (except in the case of an Incentive Stock Option) pursuant to a
qualified domestic relations order, and shall not be subject to execution, attachment, or similar
process. In the event the Administrator in its sole discretion makes an Award transferable, only a
Nonstatutory Stock Option or Share Purchase Right may be transferred provided such Award is
transferred without payment of consideration to members of the Participant’s immediate family (as
such term is defined in Rule l6a-l(e) of the Exchange Act) or to trusts or partnerships established
exclusively for the benefit of the Participant and the members of
the Participant’s immediate family, all as permitted by Applicable Law. Upon any attempt to
pledge, assign, hypothecate, transfer, or otherwise dispose of any Award or of any right or
privilege conferred by this Plan contrary to the provisions hereof, or upon the sale, levy or
attachment or similar process upon the rights and privileges conferred by this Plan, such Award
shall thereupon terminate and become null and void. Awards may be exercised (including the purchase
of Restricted Shares thereunder in the event of a Share Purchase Right) during the lifetime of the
Participant only by the Participant.



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     11. Rights as a Member. Subject to Applicable Law, until the Shares actually are
issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized
transfer agent of the Company), no right to vote or receive dividends or any other rights as a
member shall exist with respect to the Shares, notwithstanding the exercise of the Award. No
adjustment shall be made for a dividend or other right for which the record date is prior to the
date the Shares are issued, except as provided in Section 12 of the Plan.



     12. Adjustment of Shares.



     (a) Changes in Capitalization. Subject to any required action by the members of the
Company, the class(es) and number and type of Shares that have been authorized for issuance under
the Plan but as to which no Awards have yet been granted or that have been returned to the Plan
upon cancellation or expiration of an Award, and the class(es), number, and type of Shares covered
by each outstanding Award, as well as the price per Share covered by each outstanding Award, shall
be proportionately adjusted for any increase, decrease, or change in the number or type of
outstanding Shares or other securities of the Company or exchange of outstanding Shares or other
securities of the Company into or for a different number or type of shares or other securities of
the Company or successor entity, or for other property (including, without limitation, cash) or
other change to the Shares resulting from a share split, reverse share split, share dividend,
dividend in property other than cash, combination of shares, exchange of shares, combination,
consolidation, recapitalization, reincorporation, reorganization, change in corporate structure,
reclassification, or other distribution of the Shares effected without receipt of consideration by
the Company; provided, however, that the conversion of any convertible securities of the Company
shall not be deemed to have been “effected without receipt of consideration.” The adjustment
contemplated in this Section 12(a) shall be made by the Board, whose determination shall be final,
binding and conclusive. Except as expressly provided herein, no issuance by the Company of equity
securities of the Company of any class, or securities convertible into equity securities of the
Company of any class, shall affect, and no adjustment by reason thereof shall be made with respect
to, the number, type, or price of Shares subject to an Award. Where an adjustment under this
Section 12(a) is made to an Incentive Stock Option, the adjustment shall be made in a manner that
will not be considered a “modification” under the provisions of Section 424(h)(3) of the Code.



     (b) Dissolution or Liquidation. In the event of the proposed dissolution or
liquidation of the Company, the Administrator shall notify each Participant as soon as practicable
prior to the effective date of such proposed transaction. The Administrator in
its discretion may provide for an Optionee to have the right to exercise his or her Option
until fifteen (15) days prior to the proposed dissolution or liquidation as to all of the Optioned
Shares covered thereby, including Shares as to which the Option would not otherwise be exercisable.
In addition, the Administrator may provide that any Company repurchase or redemption option
applicable to any Shares purchased upon exercise of an Option or Restricted Shares purchased under
a Share Purchase Right shall lapse as to all such Shares, provided the proposed dissolution or
liquidation takes place at the time and in the manner contemplated. To the extent it has not been
previously exercised, an Award will terminate immediately prior to the consummation of such
proposed action.



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     (c) Change in Control. In the event of a Change in Control, unless the Option
Agreement or Restricted Share Purchase Agreement provides otherwise, each outstanding Option shall
be assumed or an equivalent option shall be substituted by, and each right of the Company to
repurchase or redeem Shares upon termination of a Purchaser’s relationship as a Service Provider
shall be assigned to, the successor corporation or a Parent or Subsidiary of the successor
corporation. If, in the event of a Change in Control, the Option is not assumed or substituted, or
the repurchase or redemption right is not assigned, in the case of an outstanding Option, the
Option shall fully vest immediately and the Participant shall have the right to exercise the Option
as to all of the Optioned Shares, including Shares as to which it would not otherwise be vested or
exercisable, and, in the case of Restricted Shares, the Company’s repurchase or redemption right
shall lapse immediately and all of the Restricted Shares subject to the repurchase or redemption
right shall become vested. If the Option becomes fully vested and exercisable, in lieu of
assumption or substitution in the event of a Change in Control, the Administrator shall notify the
Optionee in writing or electronically that the Option shall be fully exercisable for a period
of fifteen (15) days from the date of such notice, and the Option shall terminate upon the expiration
of such period. For purposes of this Section 12(c), an Option shall be considered assumed if,
following the Change in Control, the Option confers the right to purchase or receive, for each
Optioned Share immediately prior to the Change in Control, the consideration (whether shares, cash,
or other securities or property) received in connection with the Change in Control by holders of
Shares for each Share held on the effective date of the transaction (and if holders were offered a
choice of consideration, the type of consideration chosen by the holders of a majority of the
outstanding Shares); provided, however, that if the consideration received in the Change in Control
is not solely common stock or ordinary shares of the successor corporation or its Parent or
Subsidiary, the Administrator may, with the consent of the successor corporation, provide for the
consideration to be received upon the exercise of the Option, for each Optioned Share, to be solely
common stock or ordinary shares of the successor corporation or its Parent or Subsidiary equal in
Fair Market Value to the per Share consideration received by holders of Shares in the Change in
Control.



     (d) Reservation of Rights. Except as provided in this Section 12 and in the applicable
Option Agreement or Restricted Share Purchase Agreement, a Participant shall have no rights by
reason of (i) any subdivision or consolidation of Shares or other securities of any class, (ii) the
payment of any dividend, or (iii) any other increase or decrease in the number of Shares or other
securities of any class. Any issuance by the Company of equity securities of any class, or
securities convertible into equity securities of
any class, shall not affect, and no adjustment by reason thereof shall be made with respect
to, the number or Exercise Price of Optioned Shares. The grant of an Option or Share Purchase Right
shall not affect in any way the right or power of the Company to make adjustments,
reclassifications, reorganizations, or changes of its capital or business structure, to merge or
consolidate or to dissolve, liquidate, sell, or transfer all or any part of its business or assets.



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     13. Date of Grant. The Date of Grant of an Award shall, for all purposes, be the date
on which the Administrator makes the determination to grant the Award, or such other later date as
is determined by the Administrator; provided, however, that the Date of Grant of an Incentive Stock
Option shall be no earlier than the date on which the Service Provider becomes an Employee.



     14. Securities Law Requirements.



     (a) Legal Compliance. Notwithstanding any other provision of the Plan or any agreement
entered into by the Company pursuant to the Plan, the Company shall not be obligated, and shall
have no liability for failure to deliver any Shares under the Plan unless the issuance and delivery
of Shares comply with (or are exempt from) all Applicable Law, including, without limitation, the
Securities Act, U.S. state securities laws and regulations, and the regulations of any stock
exchange or other securities market on which the Company’s securities may then be traded, and shall
be further subject to the approval of counsel for the Company with respect to such compliance.



     (b) Investment Representations. Shares delivered under the Plan shall be subject to
transfer restrictions, and the person acquiring the Shares shall, as a condition to the exercise of
an Option or the purchase of Restricted Shares if requested by the Company, provide such assurances
and representations to the Company as the Company may deem necessary or desirable to assure
compliance with Applicable Law, including, without limitation, the representation and warranty at
the time of acquisition of the Shares that the Shares are being acquired only for investment
purposes and without any present intention to sell, transfer, or distribute the Shares.



     (c) Regulation S Transfer Restrictions. Any Shares issued pursuant to a Reg S Share
Purchase Right or the exercise of a Reg S Option shall not be offered or sold to a U.S. Person or
for the account or benefit of a U.S. Person prior to the first anniversary of the Acquisition Date.
Any Shares issued pursuant to a Reg S Share Purchase Right or the exercise of a Reg S Option prior
to the first anniversary of the Acquisition Date may be offered or sold only pursuant to the
following conditions: (i) the purchaser of Shares issued pursuant to a Reg S Share Purchase Right
or the exercise of a Reg S Option certifies that it is not a U.S. Person and is not acquiring the
Shares for the account or benefit of any U.S. Person or is a U.S. Person who is purchasing the
Shares in a transaction that does not require registration under the Securities Act; (ii) the
purchaser of the Shares issued pursuant to a Reg S Share Purchase Right or the exercise of a Reg S
Option agrees to resell such Shares only in accordance with the provisions of Regulation S
promulgated under the Securities Act, pursuant to registration under the Securities Act, or
pursuant to an available exemption from registration; and agrees not to engage in hedging
transactions with regard
to such Shares unless in compliance with the Securities Act; and (iii) the certificate
evidencing the Shares shall contain restrictive legends to a similar effect as set forth in (ii).
The restrictions described in this Section 14(c) shall be set forth in the applicable Restricted
Share Purchase Agreement or Option Agreement and shall apply in addition to any restrictions that
may apply to holders of Shares generally.





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     (d) Governing Law



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



     15. Inability to Obtain Authority. The inability of the Company to obtain authority
from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to
be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of
any liability in respect of the failure to issue or sell such Shares as to which such requisite
authority shall not have been obtained.



     16. Approval by Members. The Plan shall be subject to approval by the members of the
Company within twelve (12) months before or after the date the Plan is adopted by the Board. Such
approval by members of the Company shall be obtained in the degree and manner required under
Applicable Law. Awards may be granted but Options may not be exercised, and Restricted Shares may
not be purchased prior to approval of the Plan by members of the Company.



     17. Duration and Amendment.



     (a) Term of Plan. Subject to approval by members of the Company in accordance with
Section 16 hereof, the Plan shall become effective upon the earlier to occur of its adoption by the
Board or its approval by the members of the Company as described in Section 16 hereof. In the event
that the members of the Company fail to approve the Plan within 12 months prior to or after its
adoption by the Board, any Awards that have been granted and any Shares that have been awarded or
purchased under the Plan shall be rescinded, and no additional Awards shall be granted thereafter.
Unless sooner terminated under Section 17(b) hereof, the Plan shall continue in effect for a term
of ten (10) years from the later of (i) the effective date of the Plan, or (ii) the date of the
most recent Board approval of an increase in the number of Shares reserved for issuance under the
Plan.



     (b) Amendment and Termination. The Board may at any time amend, alter, suspend, or
terminate the Plan.



     (c) Approval by Members. The Board shall obtain approval
of the members of any Plan amendment to the extent necessary and desirable to
comply with Applicable Law.



     (d) Effect of Amendment or Termination. No amendment, alteration, suspension, or
termination of the Plan shall materially and adversely impair the
rights of any Participant with respect to an outstanding Award, unless mutually agreed
otherwise between the Participant and the Administrator, which agreement must be in writing and
signed by the Participant and the Company. Termination of the Plan shall not affect the
Administrator’s ability to exercise the powers granted to it hereunder with respect to Awards
granted under the Plan prior to the date of such termination. No Shares shall be issued or sold
under the Plan after the termination thereof, except upon exercise of an Award granted prior to the
termination of the Plan.



     18. Legending Share Certificates. In order to enforce any restrictions imposed upon
Shares issued upon the exercise of Options or the acquisition of Restricted Shares,



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including, without limitations, the restrictions described in Sections 6(k) and 7(e) hereof, the
Administrator may cause a legend or legends to be placed on any share certificates representing the
Shares, which legend or legends shall make appropriate reference to the restrictions, including,
without limitation, a restriction against sale of the Shares for any period as may be required by
Applicable Law.




     19. No Retention Rights. Neither the Plan nor any Award shall confer upon any
Participant any right to continue his or her relationship as a Service Provider with the Company
for any period of specific duration or interfere in any way with his or her right or the right of
the Company (or any Parent or Subsidiary employing or retaining the Participant), which rights are
hereby expressly reserved by each, to terminate this relationship at any time, with or without
cause, and with or without notice.



     20. No Trust or Fund Created. Neither the Plan nor any Award shall create or be
construed to create a trust or separate fund of any kind or a fiduciary relationship between the
Company or any Parent or Subsidiary and a Participant or any other person. To the extent that any
Participant acquires a right to receive payments from the Company or any Parent or Subsidiary
pursuant to an Award, such right shall be no greater than the right of any unsecured general
creditor of the Company, a Parent, or any Subsidiary.



     21. No Rights to Awards. No Participant, eligible Service Provider, or other person
shall have any claim to be granted any Award under the Plan, and there is no obligation for
uniformity of treatment of a Service Provider, Participant, or holders or beneficiaries of Awards
under the Plan. The terms and conditions of Awards need not be the same with respect to any
Participant or with respect to different Participants.



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