amendedplan.htm


    
      EXHIBIT
10.1

       

      GREENLIGHT
CAPITAL RE, LTD.

      AMENDED
AND RESTATED

      2004
STOCK INCENTIVE PLAN

      


      
        	
                1.  

              	
                Purposes.

              


      

       

      (a) Eligible Award
Recipients.  The persons eligible to receive Awards are the
Employees, Directors and Consultants of the Company and its
Affiliates.

       

      (b) Available
Awards.  The purpose of the Plan is to provide a means by which
eligible Employees, Directors and Consultants may be given an opportunity to
benefit from increases in the value of the Shares through the granting of the
following awards:  (i) stock options, (ii) stock bonuses and (iii)
restricted stock (collectively, “Awards”).  The
Plan was initially adopted on August 12, 2004 and was amended and restated
effective as of August 15, 2005, February 14, 2007, May 4, 2007 and
[__________], 2010.

       

      (c) General
Purpose.  The Company, by means of the Plan, seeks to retain
the services of the group of persons eligible to receive Awards, to secure and
retain the services of new members of this group and to provide incentives for
such persons to exert maximum efforts for the success of the Company and its
Affiliates.

       

      
        	
                2.  

              	
                Definitions.

              


      

       

      (a) “Affiliate” means
any subsidiary of the Company or any entity selected by the Board to participate
in this Plan.

       

      (b) “Agreement” means
a written agreement between the Company and a Participant evidencing the terms
and conditions of an individual Award.  Each Agreement shall be
subject to the terms and conditions of the Plan (and in the event of any
inconsistency between the terms of an Agreement and the Plan, the terms of the
Plan will override).

       

      (c) “Award” has
the meaning set forth in Section 1(b) of the Plan.

       

      (d) “Board” means
the board of directors of the Company.

       

      (e) “Cause” means, if the
Participant is a party to an employment agreement or other agreement for
services with the Company or its Affiliates and such agreement provides for a
definition of Cause, the definition therein contained, or, if no such agreement
or definition exists, it shall mean a Participant’s (i) material breach of
any of such Participant’s covenants or obligations under any applicable
employment agreement or agreement for services or non-compete agreement;
(ii) continued failure after written notice from the Company or any
applicable Affiliate to satisfactorily perform assigned job responsibilities or
to follow the reasonable instructions of such Participant’s superiors,
including, without limitation, the Board; (iii) commission of a crime
constituting a criminal offense or felony (or its equivalent) under the laws of
any jurisdiction in which the Company or any applicable Affiliate conducts its
business or other crime involving moral turpitude; or (iv) material
violation of any material law or regulation (including, without limitation, the
Foreign Corrupt Practices Act or any similar non-U.S. statute) or any policy or
code of conduct adopted by the Company or engaging in any other form of
misconduct which, if it were made public, could reasonably be expected to
adversely affect the business reputation or affairs of the Company or of an
Affiliate.  The Board or Committee, in good faith, shall determine all
matters and questions relating to whether a Participant has been discharged for
Cause.

       

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

       

      (i) any
“person” or “group” becomes the “beneficial owner” (as such terms are used in
Rule 13d-3 promulgated under the U.S. Securities Exchange Act of 1934, as
amended, except that a person or group shall be deemed to have “beneficial
ownership” of all securities that such person or group has the right to acquire,
whether such right is exercisable immediately or only after the passage of
time), directly or indirectly, of 51% or more of the Shares (measured by voting
power rather than number of shares); provided, however, that an
event described in this paragraph (i) shall not be deemed to be a Change in
Control if any of following becomes such a beneficial owner: (A) any
tax-qualified, broad-based employee benefit plan sponsored or maintained by the
Company or any majority-owned subsidiary, (B) any Company underwriter
temporarily holding securities pursuant to an offering of such securities, or
(C) any person or group pursuant to a Non-Qualifying Transaction (as defined in
paragraph (ii)); or

       

      (ii) the
Company consolidates or merges with or into any other person or group or sells,
assigns, conveys, transfers, leases or otherwise disposes of all or
substantially all of its assets and the assets of the Company’s direct and
indirect subsidiaries (on a consolidated basis) to any other person or group, in
either one transaction or a series of related transactions which occur within
six months, other than a consolidation or merger or disposition of assets:
(A) of or by the Company into or to a 100% owned subsidiary of the Company,
or (B) pursuant to a transaction in which the outstanding Shares are
changed into or exchanged for securities or other property with the effect that
the beneficial owners of the outstanding Shares immediately prior to such
transaction, beneficially own, directly or indirectly, at least a majority of
the Shares (measured by voting power rather than number of shares) of the
surviving corporation or the person or group to whom the Company’s assets are
transferred immediately following such transaction (any transaction which
satisfies the criteria specified in (A) or (B) above shall be deemed to be a
“Non-Qualifying
Transaction”).

       

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

       

      (h) “Committee” means
the Board, unless and until a committee of one or more members of the Board is
appointed by the Board in accordance with Section 3(c) of the Plan.

       

      (i) “Company” means
Greenlight Capital Re, Ltd., its successors and assigns.

       

      (j) “Consultant” means
any person, including an advisor, who is engaged by the Company or an Affiliate
to render consulting or advisory services and who is not either an Employee or
Director.

       

      (k) “Continuous
Service” means
that the Participant’s service with the Company or an Affiliate, whether as an
Employee, Director or Consultant, has not been interrupted or
terminated.  The Participant’s Continuous Service shall not be deemed
to have terminated merely because of a change in the capacity in which the
Participant renders service to the Company or an Affiliate as an Employee,
Consultant or Director or a change in the entity for which the Participant
renders such service, provided that there is no interruption or termination of
the Participant’s Continuous Service.  For example, a change in status
from an Employee of the Company to a Consultant of an Affiliate or a Director
will not constitute an interruption of Continuous Service.  The Board
or the Committee, in its sole discretion, may determine whether Continuous
Service shall be considered interrupted.

       

      (l) “Director” means
a member of the Board or any member of the board of directors of any
Affiliate.

       

      (m) “Disability” means,
if the Participant is a party to an employment agreement or other agreement for
services with the Company or its Affiliates and such agreement provides for a
definition of Disability, the definition therein contained, or, if no such
agreement or definition exists, it shall mean the failure of any Participant to
perform his or her duties due to physical or mental incapacity as determined by
the Committee.

       

      (n) “Effective Date” means
[__________], 2010.

       

      (o) “Employee” means
any person employed by the Company or an Affiliate.

       

      (p) “Event” has the
meaning set forth in Section 11(a) of the Plan.

       

      (q) “Exchange Act” means
the U.S. Securities Exchange Act of 1934, as amended.

       

      (r) “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 Select Market, the Nasdaq Global Market or the Nasdaq Capital Market of
the Nasdaq Stock Market, the Fair Market Value of the Shares will be the closing
sales price for such 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 Committee deems reliable;
(ii) if the Shares are regularly quoted by a recognized securities dealer but
selling prices are not reported, the Fair Market Value of the Shares will be the
mean between the high bid and low asked prices for the Shares on the day of
determination, as reported in the Wall Street Journal or such other source as
the Committee deems reliable; or (iii) in the absence of a public market for the
Shares, the Fair Market Value of the Shares will be as determined in good faith
by the Committee, and such determination shall be conclusive and binding on all
persons.

       

      (s) “Foreign Corrupt Practices
Act” means the U.S. Foreign Corrupt Practices Act.

       

      (t) “Non-Employee
Director” means a Director who serves on the Board and who is a
“non-employee director” within the meaning of Rule 16b-3.

       

      (u) “Officer” means
a person who is an officer of the Company within the meaning of Section 16 of
the Exchange Act.

       

      (v) “Option” means
a non-qualified stock option to purchase Shares which is not intended to be an
“incentive stock option” within the meaning of Section 422 of the
Code.

       

      (w) “Option
Agreement” means
a written agreement between the Company and an Optionee evidencing the terms and
conditions of an individual Option grant.  Option Agreements shall be
subject to the terms and conditions of the Plan and need not be identical (and
may include a term to the effect that, in the event of any inconsistency between
the terms of an Option Agreement and the Plan, the terms of the Plan will
prevail);

       

      (x) “Optionee” means
a person holding an Option granted pursuant to the Plan.

       

      (y) “Participant” means
a person holding an Award granted pursuant to the Plan.

       

      (z) “Plan” means
the Greenlight Capital Re, Ltd. Amended and Restated 2004 Stock Incentive Plan,
as amended and restated effective as of August 15, 2005, February 14, 2007, May
4, 2007 and [__________], 2010.

       

      (aa) “Rule 16b-3” means
Rule 16b-3 promulgated under the Exchange Act or any successor to Rule 16b-3, as
in effect from time to time.

       

      (bb) “Sarbanes-Oxley Act of
2002” means that certain U.S. federal legislation adopted on July 30,
2002, as amended or supplemented from time to time, or any U.S. federal statute
or regulation adopted by the SEC in effect that has replaced, amended or
supplemented or will replace, amend or supplement such legislation, and any
reference in this Plan to a provision of the Sarbanes-Oxley Act of 2002 or a
rule or regulation promulgated thereunder or in connection therewith means such
provision, rule or regulation as amended or supplemented from time to time or
any provision of a U.S. federal law, or any U.S. federal rule or regulation,
from time to time in effect that has replaced such provision, rule or
regulation.

       

      (cc) “SEC” means
the U.S. Securities and Exchange Commission.

       

      (dd) “Securities Act” means
the U.S. Securities Act of 1933, as amended.

       

      (ee) “Shares” means
the Class A ordinary shares of the Company, $0.10 par value per
share.

       

      
        	
                3.  

              	
                Administration.

              


      

       

      (a) Administration.  The
Plan shall be administered by the Board and, if and when appointed, the
Committee.

       

      (b) Powers of
Committee.  The Committee shall have the power, subject to, and
within the limitations of, the express provisions of the Plan:

       

      (i) To
determine from time to time which of the persons eligible under the Plan shall
be granted Awards; when and how each Award shall be granted; what type or
combination of types of Awards shall be granted; the provisions of each Award
granted (which need not be identical), including the time or times when a person
shall be permitted to receive Shares pursuant to an Award; and the number of
Shares with respect to which an Award shall be granted to each such
person.

       

      (ii) To
construe and interpret the Plan and Awards granted under it, and to establish,
amend and revoke rules and regulations for its administration.  The
Committee, in the exercise of this power, may correct any defect, omission or
inconsistency in the Plan or in any Agreement, in a manner and to the extent it
shall deem necessary or expedient to make the Plan fully effective, but it may
not do so to the extent that such correction materially prejudices the
recipients of any Awards.  The Committee shall expressly have the
authority to adopt any modifications, procedures and sub-plans as may be
necessary or desirable to comply with provisions of the law of foreign countries
in which the Company or its Affiliates may operate to assure the viability of
the benefits from Awards granted to Participants employed or providing services
in such countries and to meet the objectives of the Plan.  If, in
connection with the adoption of a sub-plan of the Plan, approval is required
from any applicable agency of any other country or jurisdiction, the Committee
shall have the authority to seek such approval and the adoption of the sub-plan
shall be conditioned on such approval being obtained.

       

      (iii) Generally,
to exercise such powers and to perform such acts as the Board deems necessary or
expedient to promote the best interests of the Company which are not in conflict
with the provisions of the Plan.

       

      (c) Delegation to
Committee.  The entire Board may comprise the Committee or the
Board may delegate administration of the Plan to a Committee which, if required
under applicable law, shall consist of two (2) or more Non-Employee
Directors.  In such event, the term “Committee” shall apply to any
person or persons to whom such authority has been
delegated.  Furthermore, unless a Committee has been appointed by the
Board, any reference to the Committee in the Plan shall mean the
Board.  If administration is delegated to a Committee, the Committee
shall have, in connection with the administration of the Plan, the powers
theretofore possessed by the Board (and references in this Plan to the Board
shall thereafter be to the Committee) subject, however, to such resolutions, not
inconsistent with the provisions of the Plan, as may be adopted from time to
time by the Board.  The Board may abolish the Committee at any time
and re-vest in the Board the administration of the Plan.  The Board
may also delegate to a committee of one or more members of the Board who are not
Non-Employee Directors the authority to grant Awards to eligible persons who are
not then subject to Section 16 of the Exchange Act.

       

      (d) Effect of Committee’s
Decision.  All determinations, interpretations and
constructions made by the Committee in good faith shall not be subject to review
by any person and shall be final, binding and conclusive on all
persons.  Members of the Committee and any officer or employee of the
Company or any Affiliate acting at the direction of the Committee shall (as far
as permitted by applicable law) not be personally liable for any action or
determination taken or made in good faith with respect to the Plan, and shall,
to the extent permitted by law, be fully indemnified by the Company with respect
to any such action or determination.


       

      
        	
                4.  

              	
                Shares Subject to the
      Plan.

              


      

       

      Subject
to the provisions of Section 11, the total number of Shares that shall be
available for the grant of Awards under the Plan shall not exceed in the
aggregate 3,500,000 Shares.  If any Award shall for any reason expire
or otherwise terminate, in whole or in part, without having been exercised or
realized in full, the Shares not acquired under such Award shall again become
available to be made subject to Awards under the Plan.  The Shares
subject to the Plan may be authorized but unissued shares or shares reacquired
by the Company in any manner.

       

      
        	
                5.  

              	
                Eligibility.

              


      

       

      (a) Eligibility for
Options.  Options may be granted to Employees, Directors and
Consultants.

       

      (b) Consultants.

       

      (i) At any
time that the Shares are not publicly traded, a Consultant shall not be eligible
for the grant of an Award if, at the time of grant, either the offer or the sale
of the Company’s securities to such Consultant is not exempt under Rule 701 of
the Securities Act (“Rule 701”)
because of the nature of the services that the Consultant is providing to the
Company, or because the Consultant is not a natural person, or as otherwise
provided by Rule 701, unless the Committee determines that such grant need not
comply with the requirements of Rule 701 and will satisfy another exemption
under the Securities Act as well as comply with the securities laws of all other
relevant jurisdictions.

       

      (ii) At any
time that Shares are publicly traded, a Consultant shall not be eligible for the
grant of an Award if, at the time of grant, a Form S-8 Registration Statement
under the Securities Act (“Form S-8”)
is not available to register either the offer or the sale of the Company’s
securities to such Consultant because of the nature of the services that the
Consultant is providing to the Company, or because the Consultant is not a
natural person, or as otherwise provided by the rules governing the use of Form
S-8, unless the Company determines both (A) that such grant either (1) shall be
registered in another manner under the Securities Act (e.g., on a Form S-3
Registration Statement) or (2) does not require registration under the
Securities Act in order to comply with the requirements of the Securities Act,
if applicable, and (B) that such grant complies with the securities laws of all
other relevant jurisdictions.

       

      (iii) Rule 701
and Form S-8 generally are available to Consultants and advisors only if (a)
they are natural persons; (b) they provide bona fide services to the issuer, its
parent, its majority-owned subsidiaries or majority-owned subsidiaries of the
issuer’s parent; and (c) the services are not in connection with the offer or
sale of securities in a capital-raising transaction, and do not directly or
indirectly promote or maintain a market for the issuer’s
securities.

       

      
        	
                6.  

              	
                Option
      Provisions.

              


      

       

      Each
Option shall be in such form and shall contain such terms and conditions as the
Committee shall deem appropriate.  The provisions of separate Options
need not be identical, but each Option shall include (through incorporation of
provisions hereof by reference in the Option or otherwise) the substance of each
of the following provisions:

       

      (a) Term.  No
Option shall be exercisable after the expiration of ten (10) years from the date
it was granted.

       

      (b) Exercise Price of an
Option.  The exercise price of each Option shall be established
by the Committee but shall be not less than one hundred percent (100%) of the
Fair Market Value of the Shares subject to the Option on the date the Option is
granted (and not less than the par value of the Shares).

       

      (c) Consideration.  The
purchase price of Shares acquired pursuant to an Option shall be paid, to the
extent permitted by applicable statutes and regulations, either (i) in cash or
cashiers’ check at the time the Option is exercised or (ii) at the discretion of
the Committee at the time of the grant of the Option or subsequently (A) by
delivery to the Company of other Shares, duly endorsed for transfer to the
Company, with a Fair Market Value on the date of delivery equal to the exercise
price (or portion thereof) due for the number of Shares being acquired, or by
means of attestation whereby the Participant identifies for delivery specific
Shares that have a Fair Market Value on the date of attestation equal to the
exercise price (or portion thereof) and receives a number of Shares equal to the
difference between the number of Shares thereby purchased and the number of
identified attestation Shares; provided, that, such delivered
or attestation Shares are not subject to any pledge or other security interest
and have been held by the Optionee for more than six (6) months (or such longer
or shorter period of time required to avoid a charge to earnings for financial
accounting purposes); (B) by a “net exercise” method whereby the Company
withholds from delivery of the Shares subject to the Option (or portion thereof)
that number of whole Shares having a Fair Market Value on the date of exercise
equal to (or, to avoid the issuance of fractional Shares, less than) the
aggregate exercise price of the Shares being purchased upon such exercise; (C)
in any other form of legal consideration that may be acceptable to the
Committee, including, without limitation, a “cashless” exercise program
established with a broker that does not violate the Sarbanes-Oxley Act of 2002;
or (D) by any combination of the foregoing methods.

       

      (d) Transferability of
Options.  An Option shall be transferable to the extent
provided in the Option Agreement.  If the Option does not provide for
transferability, then the Option shall not be transferable except by will or by
the laws of descent and distribution and shall be exercisable during the
lifetime of the Optionee only by the Optionee.  Notwithstanding the
foregoing, the Optionee may, by delivering written notice to the Company, in a
form satisfactory to the Company, designate a third party who, in the event of
the death or incapacity of the Optionee, shall thereafter be entitled to
exercise the Option.

       

      (e) Vesting.  The
total number of Shares subject to an Option may, but need not, vest and become
exercisable in periodic installments that may, but need not, be
equal.  The Option may be subject to such other terms and conditions
on the time or times when it may be exercised (which may be based on performance
or other criteria) as the Committee may deem appropriate.  The vesting
provisions of individual Options may vary.  The provisions of this
Section 6(e) are subject to any Option provisions governing the minimum number
of Shares as to which an Option may be exercised.  No Option may be
exercised for a fraction of a Share.

       

      (f) Termination of Continuous
Service. Unless otherwise provided in an Option Agreement, in the event
an Optionee’s Continuous Service terminates (other than upon the Optionee’s
death or Disability), all unvested Options shall terminate and the Optionee may
exercise his or her vested Options, but only within such period of time ending
on the earlier of (i) the date three (3) months following the termination
of the Optionee’s Continuous Service, or (ii) the expiration of the term of the
Option as set forth in the Option Agreement; provided, that, if the
termination of Continuous Service is by the Company for Cause, all outstanding
Options (whether or not vested) shall immediately terminate and cease to be
exercisable.  If, after termination, the Optionee does not exercise
his or her Option within the time specified in the Option Agreement, the Option
shall terminate.

       

      (g) Disability of
Optionee.  Unless otherwise provided in an Option Agreement, in
the event that an Optionee’s Continuous Service terminates as a result of the
Optionee’s Disability, all unvested Options shall terminate and the Optionee (or
a person designated to exercise the Option upon the Optionee’s Disability
pursuant to Section 6(d)) may exercise his or her vested Options, but only
within such period of time ending on the earlier of (i) the date twelve (12)
months following such termination or (ii) the expiration of the term of the
Option as set forth in the Option Agreement.  If, after termination,
the Optionee does not exercise his or her Option within the time specified
herein, the Option shall terminate.

       

      (h) Death of
Optionee.  Unless otherwise provided in an Option Agreement, in
the event an Optionee’s Continuous Service terminates as a result of the
Optionee’s death, then all unvested Options shall terminate and the vested
Options may be exercised by the Optionee’s estate, by a person who acquired the
right to exercise the Option by bequest or inheritance or by a person designated
to exercise the Option upon the Optionee’s death pursuant to Section 6(d), but
only within the period ending on the earlier of (i) the date twelve (12) months
following the date of death or (ii) the expiration of the term of such Option as
set forth in the Option Agreement.  If, after death, the Option is not
exercised within the time specified herein, the Option shall
terminate.

       

      (i) Change in
Control.  Unless otherwise provided in an Option Agreement and
except as otherwise provided in the Plan, a Change in Control shall not affect
any Options granted under the Plan.

       

      
        	
                7.  

              	
                Provisions of Awards
      Other Than Options.

              


      

       

      (a) Stock Bonus
Awards.  Each Agreement evidencing a stock bonus shall be in
such form and shall contain such terms and conditions as the Committee shall
deem appropriate.  The terms and conditions of such Agreements may
change from time to time, and the terms and conditions of separate Agreements
need not be identical, but each such Agreement shall include (through
incorporation of provisions hereof by reference in the Agreement or otherwise)
the substance of each of the following provisions:

       

      (i) Consideration.  A
stock bonus may be awarded in consideration for past services actually rendered
to the Company or an Affiliate.

       

      (ii) Vesting.  Shares
awarded under the stock bonus Agreement may, but need not, be subject to a share
repurchase option in favor of the Company in accordance with a vesting schedule
to be determined by the Committee.

       

      (iii) Termination of Participant’s
Continuous Service.  In the event a Participant’s Continuous
Service terminates, the Company may reacquire, for par value, any or all of the
Shares held by the Participant which have not vested as of the date of
termination under the terms of the applicable Agreement.

       

      (iv) Transferability.  Shares
under the applicable Agreement shall be transferable by the Participant only
upon such terms and conditions as are set forth in the Agreement, as the
Committee shall determine in its discretion, so long as the Shares awarded under
the Agreement remain subject to the terms of the Agreement.

       

      (b) Restricted Stock
Awards.  Each such Agreement evidencing a grant of restricted
Shares shall be in such form and shall contain such terms and conditions as the
Committee shall deem appropriate.  The terms and conditions of such
Agreements may change from time to time, and the terms and conditions of
separate Agreements need not be identical, but each such Agreement shall include
(through incorporation of provisions hereof by reference in the Agreement or
otherwise) the substance of each of the following provisions:

       

      (i) Purchase
Price.  The purchase price of Awards of restricted Shares, if
any, shall be determined by the Committee and set forth in the
Agreement.

       

      (ii) Consideration.  The
purchase price of Shares acquired pursuant to the applicable Agreement, if any,
shall be paid either:  (i) in cash at the time of purchase; (ii) at
the discretion of the Committee, according to a deferred payment or other
similar arrangement with the Participant to the extent it does not violate the
Sarbanes-Oxley Act of 2002 or any other applicable law; or (iii) in any other
form of legal consideration that may be acceptable to the Committee in its
discretion.

       

      (iii) Vesting.  Restricted
Shares shall vest in accordance with a vesting schedule to be determined by the
Committee under the applicable Agreement and may, but need not, be subject to a
share repurchase option in favor of the Company.

       

      (iv) Termination of Participant’s
Continuous Service.  In the event a Participant’s Continuous
Service terminates, the Company may repurchase or otherwise reacquire, for par
value, any or all of the Shares held by the Participant which have not vested as
of the date of termination under the terms of the applicable
Agreement.

       

      (v) Transferability.  Restricted
Shares under the Agreement shall be transferable by the Participant only upon
such terms and conditions as are set forth in the Agreement, as the Committee
shall determine in its discretion, so long as Shares awarded under the Agreement
remain subject to the terms of the Agreement.

       

      
        	
                8.  

              	
                Covenants of the
      Company

              


      

       

      (a) Availability of
Shares.  During the terms of the Awards, the Company shall keep
available at all times the number of Shares required to satisfy such
Awards.

       

      (b) Securities Law
Compliance.  The Company shall seek to obtain from each
regulatory commission or agency having jurisdiction over the Plan such authority
as may be required to grant Awards and to issue and sell Shares upon exercise of
the Awards; provided, however, that this
undertaking shall not require the Company to register under the Securities Act
or any other applicable law of the United States (or otherwise) the Plan, any
Awards or any Shares issued or issuable pursuant to any such
Awards.  If, after reasonable efforts, the Company is unable to obtain
from any such regulatory commission or agency the authority which counsel for
the Company deems necessary for the lawful issuance and sale of Shares under the
Plan, the Company shall be relieved from any liability for failure to issue and
sell Shares upon grant or exercise of such Awards unless and until such
authority is obtained.

       

      
        	
                9.  

              	
                Use of Proceeds from
      Stock.

              


      

       

      Proceeds
from the sale of Shares pursuant to the grant or exercise of Awards shall
constitute general funds of the Company.

       

      
        	
                10.  

              	
                Miscellaneous.

              


      

       

      (a) Acceleration of
Exercisability and Vesting.  The Committee shall have the power
to accelerate the time at which an Award may first be exercised or the time
during which an Award or any part thereof will vest in accordance with the Plan,
notwithstanding the provisions in the Award stating the time at which it may
first be exercised or the time during which it will vest.

       

      (b) Shareholder
Rights.  No Participant shall be deemed to be the holder of, or
to have any of the rights of a holder with respect to, any Shares subject to
such Award unless and until such Participant has satisfied all requirements for
exercise of the Award pursuant to its terms and has become the registered holder
of such Shares.

       

      (c) No Employment or other
Service Rights.  Nothing in the Plan or any instrument executed
or Award granted pursuant thereto shall confer upon any Participant any right to
continue to serve the Company or an Affiliate in the capacity in effect at the
time the Award was granted or shall affect the right of the Company or an
Affiliate to terminate (i) the employment of an Employee with or without notice
and with or without Cause, (ii) the service of a Consultant with or without
notice and with or without Cause or (iii) the service of a Director pursuant to
the Memorandum and Articles of Association of the Company or an Affiliate, and
any applicable provisions of the corporate law of the jurisdiction in which the
Company or the Affiliate is incorporated, as the case may be.

       

      (d) Investment
Assurances.  The Company may require a Participant, as a
condition to exercising an Option or acquiring Shares under any Award to: (i)
give written assurances satisfactory to the Company as to the Participant’s
knowledge and experience in financial and business matters and/or to employ a
purchaser representative reasonably satisfactory to the Company who is
knowledgeable and experienced in financial and business matters and that he or
she is capable of evaluating, alone or together with the purchaser
representative, the merits and risks of exercising the Award; and (ii) give
written assurances satisfactory to the Company stating that the Participant is
acquiring Shares subject to the Award for the Participant’s own account and not
with any present intention of selling or otherwise distributing the
Shares.  The foregoing requirements, and any assurances given pursuant
to such requirements, shall be inoperative if (1) the issuance of the Shares
upon the exercise or acquisition of Shares under the Award has been registered
under a then currently effective registration statement under the Securities Act
or (2) as to any particular requirement, a determination is made by counsel for
the Company that such requirement need not be met in the circumstances under the
then applicable securities laws.  The Company may, upon advice of
counsel to the Company, place legends on stock certificates issued under the
Plan as such counsel deems necessary or appropriate in order to comply with
applicable securities laws, including, but not limited to, legends restricting
the transfer of the Shares.

       

      (e) Withholding
Obligations.  The Company shall have the right to deduct from
any compensation paid to the Participant pursuant to the Plan the amount of
taxes required by law to be withheld therefrom, or to require the Participant to
pay the Company in cash such amount required to be withheld.  To the
extent provided by the terms of an Agreement or authorized by the Committee, the
Participant may satisfy any foreign, federal, state or local tax withholding
obligation relating to the exercise or acquisition of Shares under an Award by
any of the following means (in addition to the Company’s right to withhold or to
direct the withholding from any compensation paid to the Participant by the
Company or by an Affiliate) or by a combination of such means:  (i)
tendering a cash payment; (ii) authorizing the Company to withhold Shares from
the Shares otherwise issuable or deliverable to the Participant as a result of
the vesting, exercise or acquisition of Shares under the Award; provided, however, that no
Shares are withheld with a value exceeding the minimum amount of tax required to
be withheld by applicable law; or (iii) transferring to the Company or an
Affiliate for repurchase for the aggregate sum of US$1.00, owned and
unencumbered Shares with a Fair Market Value equal to the amount of the
applicable tax liability in exchange for the Company’s or Affiliate’s commitment
to remit such amounts to the taxing authority.

       

      
        	
                11.  

              	
                Adjustments Upon
      Changes in Stock.

              


      

       

      (a) Capitalization
Adjustments. In the event of any dividend or other distribution (whether
in the form of cash, Shares, other securities, or other property),
recapitalization, reclassification, stock split, reverse stock split,
reorganization, merger, consolidation, split-up, spin-off, combination,
repurchase, liquidation, dissolution, or sale, transfer, exchange or other
disposition of all or substantially all of the assets or stock of the Company,
or exchange of Shares or other securities of the Company, issuance of warrants
or other rights to purchase Shares or other securities of the Company, or other
similar corporate transaction or event (each, an “Event”) that affects
the Shares such that an adjustment is appropriate in order to prevent dilution
or enlargement of the benefits or potential benefits intended to be made
available under the Plan or with respect to an Award, then the Committee shall,
without limitation, equitably adjust any or all of the following: (i) the number
and kind of Shares (or other securities or property) with respect to which
Awards may be granted or awarded; (ii) the number and kind of Shares (or other
securities or property) subject to all or any outstanding Awards; and/or (iii)
the exercise price with respect to all or any outstanding
Awards.  The Committee’s determination under this Section 11(a)
shall be final, binding and conclusive.

       

      (b) Termination of
Awards.  Unless otherwise provided in an Agreement, upon the
occurrence of an Event, or other similar corporate event or transaction in which
outstanding Awards are not to be assumed by the surviving entity or otherwise
continued following such an Event or other similar corporate event or
transaction, the Committee may, in its discretion, terminate any outstanding
Award without a Participant’s consent and (i) provide for the purchase of any
such Award for an amount of cash equal to the amount that could have been
attained upon the exercise of such Award or realization of the Participant’s
rights had such Award been currently exercisable or payable or fully vested
(based on the Fair Market Value of the Shares on the date of such termination)
or the replacement of such Award with other rights or property selected by the
Committee in its sole discretion and/or (ii) provide that such Award shall
be exercisable (whether or not vested) as to all Shares covered thereby for at
least thirty (30) days prior to such Event or other similar corporate event
or transaction but will terminate at the end of that period.

       

      (c) Future
Transactions.  The existence of the Plan, the Agreements and
the Award granted hereunder shall not affect or restrict in any way the right or
power of the Company or the shareholders of the Company to make or authorize any
adjustment, recapitalization, reorganization or other change in the Company’s
capital structure or its business, any merger or consolidation of the Company,
any issue of stock or of options, warrants or rights to purchase stock or of
bonds, debentures, preferred or prior preference stocks whose rights are
superior to or affect the Shares or the rights thereof or which are convertible
into or exchangeable for Shares, or the dissolution or liquidation of the
Company, or any sale or transfer of all or any part of its assets or business,
or any other corporate act or proceeding, whether of a similar character or
otherwise.

       

      
        	
                12.  

              	
                Amendment of the Plan
      and Awards.

              


      

       

      (a) Amendment of
Plan.  The Board at any time, and from time to time, may amend
the Plan.  However, except as provided in Section 11 relating to
adjustments upon changes in Shares, no amendment shall be effective unless
approved by the stockholders of the Company to the extent stockholder approval
is necessary to satisfy any applicable law or any national securities exchange
or Nasdaq listing requirements.

       

      (b) Shareholder
Approval.  The Board may, in its sole discretion, submit any
other amendment to the Plan for shareholder approval.

       

      (c) Contemplated
Amendments.  It is expressly contemplated that the Board may
amend the Plan in any respect the Board deems necessary or advisable to provide
Participants with the maximum benefits provided or to be provided under the
provisions of the Code and the regulations promulgated thereunder and/or to
bring the Plan into compliance therewith.

       

      (d) No Impairment of
Rights.  Subject to Section 11, rights under any Award granted
before amendment of the Plan shall not be impaired by any amendment of the Plan
unless (i) the Company requests the consent of the Participant and (ii) the
Participant consents in writing.

       

      (e) Amendment of
Awards.  Subject to Section 11, the Board at any time, and from
time to time, may amend the terms of any one or more Awards; provided, however, that the
rights under any Award shall not be impaired by any such amendment unless (i)
the Company requests the consent of the Participant and (ii) the Participant
consents in writing.

       

      
        	
                13.  

              	
                Termination or
      Suspension of the Plan.

              


      

       

      (a) Plan
Term.  The Committee may suspend or terminate the Plan at any
time.  Unless sooner terminated, the Plan shall terminate on April 27,
2020.  No Awards may be granted under the Plan while the Plan is
suspended or after it is terminated.

       

      (b) No Impairment of
Rights.  Subject to Section 11, suspension or termination of
the Plan shall not impair rights and obligations under any Award granted while
the Plan is in effect except with the written consent of the
Participant.

       

      
        	
                14.  

              	
                Effective Date of
      Plan.

              


      

       

      The Plan
is effective as of the Effective Date.

       

      
        	
                15.  

              	
                Choice of
      Law.

              


      

       

      The laws
of the Cayman Islands shall govern all questions concerning the construction,
validity and interpretation of this Plan.