2011 Stock Incentive Plan



 Exhibit 10.1 
 VIPSHOP HOLDINSG LIMITED 
 2011 STOCK INCENTIVE PLAN 

1. Purposes of the Plan. The purposes of this Plan are to attract and retain the best available personnel, to provide additional
incentives to Employees, Directors and Consultants and to promote the success of the Company’s business. 
 2.
Definitions. The following definitions shall apply as used herein and in the individual Award Agreements except as defined otherwise in an individual Award Agreement. In the event a term is separately defined in an individual Award Agreement,
such definition shall supersede the definition contained in this Section 2. 
 (a) “Administrator” means
the Board or any of the Committees appointed to administer the Plan. 
 (b) “Affiliate” and
“Associate” shall have the respective meanings ascribed to such terms in Rule 12b-2 promulgated under the Exchange Act. 
 (c) “Applicable Laws” means the legal requirements relating to the Plan and the Awards under applicable provisions of federal securities laws, state corporate and securities laws, the
Code, the rules of any applicable stock exchange or national market system, and the rules of any jurisdiction applicable to Awards granted to residents therein. 
 (d) “Award” means the grant of an Option, SAR, Dividend Equivalent Right, Restricted Share, Restricted Share Unit or other right or benefit under the Plan. 

(e) “Award Agreement” means the written agreement evidencing the grant of an Award executed by the Company and the
Grantee, including any amendments thereto. 
 (f) “Board” means the Board of Directors of the Company.

 (g) “Cause” means, with respect to the termination by the Company or a Related Entity of the Grantee’s
Continuous Service, that such termination is for “Cause” as such term is expressly defined in a then-effective written agreement between the Grantee and the Company or such Related Entity, or in the absence of such then-effective written
agreement and definition, is based on, in the determination of the Administrator, the Grantee’s: (i) performance of any act or failure to perform any act in bad faith and to the detriment of the Company or a Related Entity;
(ii) dishonesty, intentional misconduct or material breach of any agreement with the Company or a Related Entity; or (iii) commission of a crime involving dishonesty, breach of trust, or physical or emotional harm to any person.

 (h) “Change in Control” (i) any consolidation, amalgamation or merger of the Company with or into any
other Person or other corporate reorganization, in which the members of the Company immediately prior to such consolidation, amalgamation, merger or reorganization, own less than 50% of the Company’s voting power immediately after such
consolidation, merger, amalgamation, or reorganization, or any transaction or series of related transactions to which the Company is a party in which in excess of 50% of the Company’s voting power is transferred, but excluding any transaction
effected solely for tax purposes or to change the Company’s domicile; or (ii) a sale, lease or other disposition of all or substantially all of the assets of the Company, other than (a) a consolidation with a wholly-owned subsidiary
of the Company; (b) a merger effected exclusively to change the domicile of the Company; and (c) an equity financing consummated solely for capital-raising purposes in which the Company is the surviving corporation and which is approved by
the Board (including the approval of the Director approved by the holders of the Series A Preferred Shares). 







 (i) “Code” means the Internal Revenue Code of 1986, as amended. 

(j) “Committee” means any committee composed of members of the Board appointed by the Board to administer the Plan.

 (k) “Company” means VIPSHOP HOLDINGS LIMITED, a company incorporated under the laws of the Cayman Islands or
any successor corporation that adopts the Plan in connection with a Change in Control. 
 (l) “Consultant”
means any person (other than an Employee or a Director, solely with respect to rendering services in such person’s capacity as an Employee or Director) who is engaged by the Company or any Related Entity to render consulting or advisory
services to the Company or such Related Entity. 
 (m) “Continuous Service” means that the provision of
services to the Company or a Related Entity in any capacity of Employee, Director or Consultant is not interrupted or terminated. In jurisdictions requiring notice in advance of an effective termination as an Employee, Director or Consultant,
Continuous Service shall be deemed terminated upon the actual cessation of providing services to the Company or a Related Entity notwithstanding any required notice period that must be fulfilled before a termination as an Employee, Director or
Consultant can be effective under Applicable Laws. A Grantee’s Continuous Service shall be deemed to have terminated either upon an actual termination of Continuous Service or upon the entity for which the Grantee provides services ceasing to
be a Related Entity. Continuous Service shall not be considered interrupted in the case of (i) any approved leave of absence, (ii) transfers among the Company, any Related Entity, or any successor, in any capacity of Employee, Director or
Consultant, or (iii) any change in status as long as the individual remains in the service of the Company or a Related Entity in any capacity of Employee, Director or Consultant (except as otherwise provided in the Award Agreement). An approved
leave of absence shall include sick leave, military leave, or any other authorized personal leave. For purposes of each Incentive Share Option granted under the Plan, if such leave exceeds ninety (90) days, and reemployment upon expiration of
such leave is not guaranteed by statute or contract, then the Incentive Share Option shall be treated as a Non-Qualified Share Option on the day three (3) months and one (1) day following the expiration of such ninety (90) day period.

 (n) “Director” means a member of the Board or the board of directors of any Related Entity. 

(o) “Disability” means as defined under the long-term disability policy of the Company or the Related Entity to which
the Grantee provides services regardless of whether the Grantee is covered by such policy. If the Company or the Related Entity to which the Grantee provides service does not have a long-term disability plan in place, “Disability” means
that a Grantee is unable to carry out the responsibilities and functions of the position held by the Grantee by reason of any medically determinable physical or mental impairment for a period of not less than ninety (90) consecutive days. A
Grantee will not be considered to have incurred a Disability unless he or she furnishes proof of such impairment sufficient to satisfy the Administrator in its discretion. 







 (p) “Dividend Equivalent Right” means a right entitling the Grantee to
compensation measured by dividends paid with respect to Ordinary Shares. 
 (q) “Drag-Along Event” means a
Change in Control approved by (i) the holder(s) of at least a two-thirds (2/3) majority of the then outstanding Series A Preferred Shares and (ii) the holder(s) of at least a majority of the then outstanding Ordinary Shares, which
definition may be amended from time to time under the investor’s rights agreement and amended and restated memorandum and articles of association of the Company. 
 (r) “Employee” means any person, including an Officer or Director, who is in the employ of the Company or any Related Entity, subject to the control and direction of the Company or any
Related Entity as to both the work to be performed and the manner and method of performance. The payment of a director’s fee by the Company or a Related Entity shall not be sufficient to constitute “employment” by the Company.

 (s) “Exchange Act” means the Securities Exchange Act of 1934, as amended. 

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

(i) If the Ordinary Shares are traded on a securities exchange, the value shall be deemed to be the average of the security’s
closing prices on such exchange over the thirty (30) day period ending one (1) day prior to the distribution, as reported in The Wall Street Journal or such other source as the Administrator deems reliable; 

(ii) If the Ordinary Shares are traded over-the-counter, the value shall be deemed to be the average of the closing bid prices over the
thirty (30) day period ending three (3) days prior to the distributionas reported in The Wall Street Journal or such other source as the Administrator deems reliable; and 

(iii) In the absence of an established market for the Ordinary Shares of the type described in (i) and (ii), above, the Fair Market
Value thereof shall be determined by the Administrator in good faith. 
 The method of valuation of securities subject to
investment letter or other restrictions on free marketability shall be adjusted to make an appropriate discount from the market value determined as above in sub-clauses (i), (ii) or (iii) to reflect the fair market value thereof as
determined in good faith by the Administrator, or by a liquidator if one is appointed. 







 (u) “Grantee” means an Employee, Director or Consultant who receives an
Award under the Plan. 
 (v) “Incentive Share Option” means an Option intended to qualify as an incentive stock
option within the meaning of Section 422 of the Code. 
 (w) “Non-Qualified Share Option” means an Option
not intended to qualify as an Incentive Share Option. 
 (x) “Officer” means a person who is an officer of the
Company or a Related Entity within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder. 
 (y) “Option” means an option to purchase Shares pursuant to an Award Agreement granted under the Plan. 
 (z) “Ordinary Share” means an ordinary share of US$0.0001 nominal or par value, of the Company. 
 (aa) “Parent” means a “parent corporation”, whether now or hereafter existing, as defined in Section 424(e) of the Code. 

(bb) “Plan” means this 2011 Stock Incentive Plan. 

(cc) “Qualified IPO” shall an initial public offering (“IPO”) of the Ordinary Shares of the Company in
the United States of America pursuant to an effective registration under the Securities Act or on a reputable stock exchange in Tokyo, London, Hong Kong, Singapore or such reputable stock exchange as may be determined by the Company, with gross
proceeds to the Company of not less than US$30,000,000 (net of any underwriters’ commissions and registration expenses). 

(dd) “Registration Date” means the first to occur of (i) the closing of the first sale to the general public
pursuant to a registration statement filed with and declared effective by the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended, of (A) the Ordinary Shares or (B) the same class of securities of a
successor corporation (or its Parent) issued pursuant to a Change in Control in exchange for or in substitution of the Ordinary Shares; and (ii) in the event of a Change in Control, the date of the consummation of the Change in Control if the
same class of securities of the successor corporation (or its Parent) issuable in such Change in Control shall have been sold to the general public pursuant to a registration statement filed with and declared effective by the Securities and Exchange
Commission under the Securities Act of 1933, as amended, on or prior to the date of consummation of such Change in Control. 

(ee) “Related Entity” means any Parent or Subsidiary of the Company and any business, corporation, partnership, limited
liability company or other entity in which the Company or a Parent or a Subsidiary of the Company holds a substantial ownership interest, directly or indirectly. 







 (ff) “Restricted Share” means a Share issued under the Plan to the Grantee
for such consideration, if any, and subject to such restrictions on transfer, rights of first refusal, repurchase provisions, forfeiture provisions, and other terms and conditions as established by the Administrator. 

(gg) “Restricted Share Units” means an Award which may be earned in whole or in part upon the passage of time or the
attainment of performance criteria established by the Administrator and which may be settled for cash, Shares or other securities or a combination of cash, Shares or other securities as established by the Administrator. 

(hh) “Rule 16b-3” means Rule 16b-3 promulgated under the Exchange Act or any successor thereto. 

(ii) “SAR” means a share appreciation right entitling the Grantee to Shares or cash compensation, as established by the
Administrator, measured by appreciation in the value of Ordinary Shares. 
 (jj) “Series A Preferred Share”
means a series A preferred share of US$0.0001 nominal or par value, of the Company. 
 (kk) “Share” means an
Ordinary Share of the Company. 
 (ll) “Spin-off Transaction” means a distribution by the Company to its
shareholders of all or any portion of the securities of any Subsidiary of the Company. 
 (mm) “Subsidiary”
means a “subsidiary corporation”, whether now or hereafter existing, as defined in Section 424(f) of the Code. 

3. Shares Subject to the Plan. 
 (a) Subject to the provisions of Section 10 below, the maximum aggregate number of Shares which may be issued pursuant to all Awards (including Incentive Share Options) is 7,350,000 Shares
(proportionally adjusted to reflect any share dividends, share splits, or similar transactions). 
 (b) Any Shares covered by an
Award (or portion of an Award) which is forfeited, canceled or expires (whether voluntarily or involuntarily) shall be deemed not to have been issued for purposes of determining the maximum aggregate number of Shares which may be issued under the
Plan. Shares that actually have been issued under the Plan pursuant to an Award shall not be returned to the Plan and shall not become available for future issuance under the Plan, except that if unvested Shares are forfeited, or repurchased by the
Company at the lower of their original purchase price or their Fair Market Value at the time of repurchase, such Shares shall become available for future grant under the Plan. To the extent not prohibited by Section 422(b)(1) of the Code (and
the corresponding regulations thereunder), the listing requirements of The Nasdaq National Market (or other established stock exchange or national market system on which the Ordinary Shares are traded) and Applicable Law, any Shares covered by an
Award which are surrendered (i) in payment of the Award exercise or purchase price or (ii) in satisfaction of tax withholding obligations incident to the exercise of an Award shall be deemed not to have been issued for purposes of
determining the maximum number of Shares which may be issued pursuant to all Awards under the Plan, unless otherwise determined by the Administrator. 







 4. Administration of the Plan. 

(a) Plan Administrator. 
 (i) Administration with Respect to Directors and Officers. With respect to grants of Awards to Directors or Employees who are also Officers or Directors of the Company, the Plan shall be
administered by (A) the Board or (B) a Committee designated by the Board, which Committee shall be constituted in such a manner as to satisfy the Applicable Laws and to permit such grants and related transactions under the Plan to be
exempt from Section 16(b) of the Exchange Act in accordance with Rule 16b-3. Once appointed, such Committee shall continue to serve in its designated capacity until otherwise directed by the Board. 

(ii) Administration With Respect to Consultants and Other Employees. With respect to grants of Awards to Employees or Consultants
who are neither Directors nor Officers of the Company, the Plan shall be administered by (A) the Board or (B) a Committee designated by the Board, which Committee shall be constituted in such a manner as to satisfy the Applicable Laws.
Once appointed, such Committee shall continue to serve in its designated capacity until otherwise directed by the Board. The Board may authorize one or more Officers to grant such Awards and may limit such authority as the Board determines from time
to time. 
 (iii) Administration Errors. In the event an Award is granted in a manner inconsistent with the provisions
of this subsection (a), such Award shall be presumptively valid as of its grant date to the extent permitted by the Applicable Laws. 
 (b) Powers of the Administrator. Subject to Applicable Laws and the provisions of the Plan (including any other powers given to the Administrator hereunder), and except as otherwise provided by the
Board, the Administrator shall have the authority, in its discretion: 
 (i) to select the Employees, Directors and Consultants
to whom Awards may be granted from time to time hereunder; 
 (ii) to determine whether and to what extent Awards are granted
hereunder; 
 (iii) to determine the number of Shares or the amount of other consideration to be covered by each Award granted
hereunder; 
 (iv) to approve forms of Award Agreements for use under the Plan; 

(v) to determine the terms and conditions of any Award granted hereunder (including the vesting schedule set forth in the Notice of
Stock Option Award and Award Agreements); 







 (vi) to amend the terms of any outstanding Award granted under the Plan, provided
that any amendment that would adversely affect the Grantee’s rights under an outstanding Award shall not be made without the Grantee’s written consent; 
 (vii) to construe and interpret the terms of the Plan and Awards, including without limitation, any notice of award or Award Agreement, granted pursuant to the Plan; 

(viii) to grant Awards to Employees, Directors and Consultants employed outside the United States on such terms and conditions different
from those specified in the Plan as may, in the judgment of the Administrator, be necessary or desirable to further the purpose of the Plan; and 
 (ix) to take such other action, not inconsistent with the terms of the Plan, as the Administrator deems appropriate. 
 (c) Indemnification. In addition to such other rights of indemnification as they may have as members of the Board or as Officers or Employees of the Company or a Related Entity, members of the
Board and any Officers or Employees of the Company or a Related Entity to whom authority to act for the Board, the Administrator or the Company is delegated shall be defended and indemnified by the Company to the extent permitted by law on an
after-tax basis against all reasonable expenses, including attorneys’ fees, actually and necessarily incurred in connection with the defense of any claim, investigation, action, suit or proceeding, or in connection with any appeal therein, to
which they or any of them may be a party by reason of any action taken or failure to act under or in connection with the Plan, or any Award granted hereunder, and against all amounts paid by them in settlement thereof (provided such settlement is
approved by the Company) or paid by them in satisfaction of a judgment in any such claim, investigation, action, suit or proceeding, except in relation to matters as to which it shall be adjudged in such claim, investigation, action, suit or
proceeding that such person is liable for gross negligence, bad faith or intentional misconduct; provided, however, that within thirty (30) days after the institution of such claim, investigation, action, suit or proceeding, such person shall
offer to the Company, in writing, the opportunity at the Company’s expense to defend the same. 
 5. Eligibility.
Awards other than Incentive Share Options may be granted to Employees, Directors and Consultants. Incentive Share Options may be granted only to Employees of the Company or a Parent or a Subsidiary of the Company. An Employee, Director or Consultant
who has been granted an Award may, if otherwise eligible, be granted additional Awards. 
 6. Terms and Conditions of
Awards. 
 (a) Types of Awards. The Administrator is authorized under the Plan to award any type of arrangement to an
Employee, Director or Consultant that is not inconsistent with the provisions of the Plan and that by its terms involves or might involve the issuance of (i) Shares, (ii) cash or (iii) an Option, a SAR, or similar right with a fixed
or variable price related to the Fair Market Value of the Shares and with an exercise or conversion privilege related to the passage of time, the occurrence of one or more events, or the satisfaction of performance criteria or other conditions. Such
awards include, without limitation, Options, SARs, sales or bonuses of Restricted Share, Restricted Share Units or Dividend Equivalent Rights, and an Award may consist of one such security or benefit, or two (2) or more of them in any
combination or alternative. 







 (b) Designation of Award. Each Award shall be designated in the Award Agreement. In
the case of an Option, the Option shall be designated as either an Incentive Share Option or a Non-Qualified Share Option. However, notwithstanding such designation, to the extent that the aggregate Fair Market Value of Shares subject to Options
designated as Incentive Share Options which become exercisable for the first time by a Grantee during any calendar year (under all plans of the Company or any Parent or Subsidiary of the Company) exceeds $100,000, such excess Options, to the extent
of the Shares covered thereby in excess of the foregoing limitation, shall be treated as Non-Qualified Share Options. For this purpose, Incentive Share Options shall be taken into account in the order in which they were granted, and the Fair Market
Value of the Shares shall be determined as of the grant date of the relevant Option. 
 (c) Conditions of Award. Subject
to the terms of the Plan, the Administrator shall determine the provisions, terms, and conditions of each Award including, but not limited to, the Award vesting schedule, repurchase provisions, rights of first refusal, forfeiture provisions, form of
payment (cash, Shares, or other consideration) upon settlement of the Award, payment contingencies, and satisfaction of any performance criteria. The performance criteria established by the Administrator may be based on any one of, or combination
of, the following: (i) increase in share price, (ii) earnings per share, (iii) total shareholder return, (iv) operating margin, (v) gross margin, (vi) return on equity, (vii) return on assets, (viii) return on
investment, (ix) operating income, (x) net operating income, (xi) pre-tax profit, (xii) cash flow, (xiii) revenue, (xiv) expenses, (xv) earnings before interest, taxes and depreciation, (xvi) economic value
added and (xvii) market share. The performance criteria may be applicable to the Company, Related Entities and/or any individual business units of the Company or any Related Entity. Partial achievement of the specified criteria may result in a
payment or vesting corresponding to the degree of achievement as specified in the Award Agreement. 
 (d) Acquisitions and
Other Transactions. The Administrator may issue Awards under the Plan in settlement, assumption or substitution for, outstanding awards or obligations to grant future awards in connection with the Company or a Related Entity acquiring another
entity, an interest in another entity or an additional interest in a Related Entity whether by merger, share purchase, asset purchase or other form of transaction. 
 (e) Deferral of Award Payment. The Administrator may establish one or more programs under the Plan to permit selected Grantees the opportunity to elect to defer receipt of consideration upon
exercise of an Award, satisfaction of performance criteria, or other event that absent the election would entitle the Grantee to payment or receipt of Shares or other consideration under an Award. The Administrator may establish the election
procedures, the timing of such elections, the mechanisms for payments of, and accrual of interest or other earnings, if any, on amounts, Shares or other consideration so deferred, and such other terms, conditions, rules and procedures that the
Administrator deems advisable for the administration of any such deferral program. 







 (f) Separate Programs. The Administrator may establish one or more separate programs
under the Plan for the purpose of issuing particular forms of Awards to one or more classes of Grantees on such terms and conditions as determined by the Administrator from time to time.  

(g) Early Exercise. The Award Agreement may, but need not, include a provision whereby the Grantee may elect at any time while an
Employee, Director or Consultant to exercise any part or all of the Award prior to full vesting of the Award. Any unvested Shares received pursuant to such exercise may be subject to a repurchase right in favor of the Company or a Related Entity or
to any other restriction the Administrator determines to be appropriate. 
 (h) Term of Award. The term of each Award
shall be the term stated in the Award Agreement, provided, however, that the term of an Incentive Share Option shall be no more than ten (10) years from the date of grant thereof. However, in the case of an Incentive Share Option granted to a
Grantee who, at the time the Option is granted, owns shares representing more than ten percent (10%) of the voting power of all classes of shares of the Company or any Parent or Subsidiary of the Company, the term of the Incentive Share
Option shall be five (5) years from the date of grant thereof or such shorter term as may be provided in the Award Agreement. Notwithstanding the foregoing, the specified term of any Award shall not include any period for which the Grantee has
elected to defer the receipt of the Shares or cash issuable pursuant to the Award. 
 (i) Transferability of Awards.
Incentive Share Options may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the Grantee, only by the
Grantee. Non-Qualified Stock Options and other Awards shall be transferable (i) by will and by the laws of descent and distribution and (ii) during the lifetime of the Grantee, to the extent and in the manner authorized by the
Administrator. Notwithstanding the foregoing, the Grantee may designate one or more beneficiaries of the Grantee’s Award in the event of the Grantee’s death on a beneficiary designation form provided by the Administrator. 

(j) Time of Granting Awards. The date of grant of an Award shall for all purposes be the date on which the Administrator makes the
determination to grant such Award, or such other date as is determined by the Administrator. 
 7. Award Exercise or Purchase
Price, Consideration and Taxes. 
 (a) Exercise or Purchase Price. The exercise or purchase price, if any, for an
Award shall be as follows: 
 (i) In the case of an Incentive Share Option: 

(A) granted to an Employee who, at the time of the grant of such Incentive Share Option owns shares representing more than ten percent
(10%) of the voting power of all classes of shares of the Company or any Parent or Subsidiary of the Company, the per Share exercise price shall be not less than one hundred ten percent (110%) of the Fair Market Value per Share on the date
of grant; or 







 (B) granted to any Employee other than an Employee described in the preceding paragraph,
the per Share exercise price shall be not less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant. 
 (ii) In the case of a Non-Qualified Share Option, the per Share exercise price shall be not less than fifteen percent (15%) of the Fair Market Value per Share on the date of grant unless otherwise
determined by the Administrator. 
 (iii) In the case of other Awards, such price as is determined by the Administrator.

 (iv) Notwithstanding the foregoing provisions of this Section 7(a), in the case of an Award issued pursuant to
Section 6(d), above, the exercise or purchase price for the Award shall be determined in accordance with the provisions of the relevant instrument evidencing the agreement to issue such Award. 

(b) Consideration. Subject to Applicable Laws, the consideration to be paid for the Shares to be issued upon exercise or purchase
of an Award including the method of payment, shall be determined by the Administrator (and, in the case of an Incentive Share Option, shall be determined at the time of grant). In addition to any other types of consideration the Administrator may
determine, the Administrator is authorized to accept as consideration for Shares issued under the Plan the following: 
 (i)
cash; 
 (ii) check; 
 (iii) if the exercise or purchase occurs on or after the Registration Date, surrender of Shares or delivery of a properly executed form of attestation of ownership of Shares as the Administrator may
require which have a Fair Market Value on the date of surrender or attestation equal to the aggregate exercise price of the Shares as to which said Award shall be exercised, provided, however, that Shares acquired under the Plan or any other equity
compensation plan or agreement of the Company must have been held by the Grantee for a period of more than six (6) months (and not used for another Award exercise by attestation during such period); 

(iv) with respect to Options, if the exercise occurs on or after the Registration Date, payment through a broker-dealer sale and
remittance procedure pursuant to which the Grantee (A) shall provide written instructions to a Company designated brokerage firm to effect the immediate sale of some or all of the purchased Shares and remit to the Company sufficient funds to
cover the aggregate exercise price payable for the purchased Shares and (B) shall provide written directives to the Company to deliver the certificates for the purchased Shares directly to such brokerage firm in order to complete the sale
transaction; or 
 (v) any combination of the foregoing methods of payment. 

The Administrator may at any time or from time to time, by adoption of or by amendment to the standard forms of Award Agreement described in
Section 4(b)(iv), or by other means, grant Awards which do not permit all of the foregoing forms of consideration to be used in payment for the Shares or which otherwise restrict one or more forms of consideration. 







 (c) Taxes. No Shares shall be delivered under the Plan to any Grantee or other person
until such Grantee or other person has made arrangements acceptable to the Administrator for the satisfaction of any non-U.S., federal, state, or local income and employment tax withholding obligations, including, without limitation, obligations
incident to the receipt of Shares or the disqualifying disposition of Shares received on exercise of an Incentive Share Option. Upon exercise of an Award the Company shall withhold or collect from Grantee an amount sufficient to satisfy such tax
obligations. 
 8. Exercise of Award. 
 (a) Procedure for Exercise; Rights as a Shareholder. 
 (i) Any Award
granted hereunder shall be exercisable at such times and under such conditions as determined by the Administrator under the terms of the Plan and specified in the Award Agreement. 

(ii) An Award shall be deemed to be exercised when written notice of such exercise has been given to the Company in accordance with the
terms of the Award by the person entitled to exercise the Award and full payment for the Shares with respect to which the Award is exercised, including, to the extent selected, use of the broker-dealer sale and remittance procedure to pay the
purchase price as provided in Section 7(b)(iv). 
 (b) Exercise of Award Following Termination of Continuous
Service. 
 (i) An Award may not be exercised after the termination date of such Award set forth in the Award Agreement and
may be exercised following the termination of a Grantee’s Continuous Service only to the extent provided in the Award Agreement. 
 Where the Award Agreement permits a Grantee to exercise an Award following the termination of the Grantee’s Continuous Service for a specified period, the Award shall terminate to the extent not
exercised on the last day of the specified period or the last day of the original term of the Award, whichever occurs first. 

(ii) Any Award designated as an Incentive Share Option to the extent not exercised within the time permitted by law for the exercise of
Incentive Share Options following the termination of a Grantee’s Continuous Service shall convert automatically to a Non-Qualified Share Option and thereafter shall be exercisable as such to the extent exercisable by its terms for the period
specified in the Award Agreement. 
 9. Conditions Upon Issuance of Shares. 

(a) Shares shall not be issued pursuant to the exercise of an Award unless the exercise of such Award and the issuance and delivery of
such Shares pursuant thereto shall comply with all Applicable Laws, and shall be further subject to the approval of counsel for the Company with respect to such compliance. 







 (b) As a condition to the exercise of an Award, the Company may require the person
exercising such Award to represent and warrant at the time of any such exercise that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the
Company, such a representation is required by any Applicable Laws. 
 (c) As a condition to the exercise of an Award, the
Grantee shall grant a power of attorney to the Board or any person designated by the Board to exercise the voting rights with respect to the Shares and the Company may require the person exercising such Award to acknowledge and agree to be bound by
the provisions of the Members Agreement, the Right of First Refusal and Co-Sale Agreement, the Voting Agreement or similar agreements entered into among the shareholders of the Company from time to time, as if the Grantee is an Ordinary Shareholder
thereunder. 
 10. Adjustments Upon Changes in Capitalization. Subject to any required action by the shareholders of the
Company, the number of Shares covered by each outstanding Award, and the number of Shares which have been authorized for issuance under the Plan but as to which no Awards have yet been granted or which have been returned to the Plan, the exercise or
purchase price of each such outstanding Award, the maximum number of Shares with respect to which Awards may be granted to any Grantee in any fiscal year of the Company, as well as any other terms that the Administrator determines require adjustment
shall be proportionately adjusted for (i) any increase or decrease in the number of issued Shares resulting from a share split, reverse share split, share dividend, combination or reclassification of the Shares, or similar transaction affecting
the Shares, (ii) any other increase or decrease in the number of issued Shares effected without receipt of consideration by the Company, or (iii) as the Administrator may determine in its discretion, any other transaction with respect to
Ordinary Shares including a corporate merger, consolidation, acquisition of property or equity, separation (including a spin-off or other distribution of shares or property), reorganization, liquidation (whether partial or complete) or any similar
transaction; provided, however that conversion of any convertible securities of the Company shall not be deemed to have been “effected without receipt of consideration.” Such adjustment shall be made by the Administrator and its
determination shall be final, binding and conclusive. Except as the Administrator determines, no issuance by the Company of shares of any class, or securities convertible into shares of any class, shall affect, and no adjustment by reason hereof
shall be made with respect to, the number or price of Shares subject to an Award. In the event of a Spin-off Transaction, the Administrator may in its discretion make such adjustments and take such other action as it deems appropriate with respect
to outstanding Awards under the Plan, including but not limited to: (i) adjustments to the number and kind of Shares, the exercise or purchase price per Share and the vesting periods of outstanding Awards, (ii) prohibit the exercise of
Awards during certain periods of time prior to the consummation of the Spin-off Transaction, or (iii) the substitution, exchange or grant of Awards to purchase securities of the Subsidiary; provided that the Administrator shall not be obligated
to make any such adjustments or take any such action hereunder. 
 11. Effective Date and Term of Plan. The Plan shall
become effective upon the later to occur of its adoption by the Board or its approval by the shareholders of the Company. It shall continue in effect for a term of ten (10) years unless sooner terminated. Subject to Section 16, below, and
Applicable Laws, Awards may be granted under the Plan upon its becoming effective. 







 12. Amendment, Suspension or Termination of the Plan. 

(a) The Board may at any time amend, suspend or terminate the Plan; provided, however, that no such amendment shall be made without the
approval of the Company’s shareholders to the extent such approval is required by Applicable Laws, or if such amendment would change any of the provisions of Section 4(b)(vi) or this Section 12(a). 

(b) No Award may be granted during any suspension of the Plan or after termination of the Plan. 

(c) No suspension or termination of the Plan (including termination of the Plan under Section 11, above) shall adversely affect any
rights under Awards already granted to a Grantee. 
 13. Reservation of Shares. 

(a) The Company, during the term of the Plan, will at all times reserve and keep available such number of Shares as shall be sufficient
to satisfy the requirements of the Plan. 
 (b) 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. 
 14. No Effect on Terms of Employment/Consulting
Relationship. The Plan shall not confer upon any Grantee any right with respect to the Grantee’s Continuous Service, nor shall it interfere in any way with his or her right or the right of the Company or any Related Entity to terminate the
Grantee’s Continuous Service at any time, with or without Cause, and with or without notice. The ability of the Company or any Related Entity to terminate the employment of a Grantee who is employed at will is in no way affected by its
determination that the Grantee’s Continuous Service has been terminated for Cause for the purposes of this Plan. 
 15.
No Effect on Retirement and Other Benefit Plans. Except as specifically provided in a retirement or other benefit plan of the Company or a Related Entity, Awards shall not be deemed compensation for purposes of computing benefits or
contributions under any retirement plan of the Company or a Related Entity, and shall not affect any benefits under any other benefit plan of any kind or any benefit plan subsequently instituted under which the availability or amount of benefits is
related to level of compensation. The Plan is not a “Retirement Plan” or “Welfare Plan” under the Employee Retirement Income Security Act of 1974, as amended. 

16. Shareholder Approval. The grant of Incentive Share Options under the Plan shall be subject to approval by the shareholders of
the Company within two (2) months after the date the Plan is adopted excluding Incentive Share Options issued in substitution for outstanding Incentive Share Options pursuant to Section 424(a) of the Code. Such shareholder approval shall
be obtained in the degree and manner required under Applicable Laws. The Administrator may grant Incentive Share Options under the Plan prior to approval by the shareholders, but until such approval is obtained, no such Incentive Share Option shall
be exercisable. In the event that shareholder approval is not obtained within the two (2) month period provided above, all Incentive Share Options previously granted under the Plan shall be exercisable as Non-Qualified Share Options.








 17. Vesting Schedule. Except as unanimously approved by the
Board, the Awards to be issued to the Grantees under the Plan shall be subject to a minimum four (4) year vesting schedule calling for vesting no faster than the following, counting from the applicable vesting commencement date with respect to
the total Ordinary Shares subject to the Awards: one-fourth (1/4th) of the total Ordinary Shares subject to the Awards shall vest at the first (1st) anniversary of the vesting commencement date and one-forty-eighth (1/48th) of the total Ordinary Shares
subject to the Awards shall vest at the end of each month thereafter; provided that the Awards shall not be exercised or released until the earlier of consumption of a Qualified IPO or immediately prior to a Change in Control. 

18. Drag-Along Events. In the event of a Drag-Along Event, the Grantees who hold any Shares upon exercise of the Award shall sell,
transfer, convey or assign all of their Shares pursuant to, and so as to give effect to, the Drag-Along Event, and each of such Grantees shall grant to the then current chief executive officer of the Company or an authorized officer, a power of
attorney to transfer his/her Shares and to do and carry out all other acts and to sign all other documents that are necessary or advisable to complete the Drag-Along Event. 
 19. Qualified IPO. In the case of a Qualified IPO, the Grantees shall enter into any agreements with any underwriter, coordinator, bankers or sponsor elected by the Company for the purpose of the
Qualified IPO, and each of such Grantees shall grants to the then current chief executive officer or other authorized officer of the Company a power of attorney to enter into any agreements with any underwriter, coordinator, bankers or sponsor
elected by the Company and to do and carry out all the acts and to sign all the documents that are necessary or advisable to complete the Qualified IPO. 
 20. Unfunded Obligation. Any amounts payable to Grantees pursuant to the Plan shall be unfunded and unsecured obligations for all purposes, including, without limitation, Title I of the
Employee Retirement Income Security Act of 1974, as amended. Neither the Company nor any Related Entity shall be required to segregate any monies from its general funds, or to create any trusts, or establish any special accounts with respect to such
obligations. The Company shall retain at all times beneficial ownership of any investments, including trust investments, which the Company may make to fulfill its payment obligations hereunder. Any investments or the creation or maintenance of any
trust or any Grantee account shall not create or constitute a trust or fiduciary relationship between the Administrator, the Company or any Related Entity and a Grantee, or otherwise create any vested or beneficial interest in any Grantee or the
Grantee’s creditors in any assets of the Company or a Related Entity. The Grantees shall have no claim against the Company or any Related Entity for any changes in the value of any assets that may be invested or reinvested by the Company with
respect to the Plan. 
 21. Construction. Captions and titles contained herein are for convenience only and shall not
affect the meaning or interpretation of any provision of the Plan. Except when otherwise indicated by the context, the singular shall include the plural and the plural shall include the singular. Use of the term “or” is not intended to be
exclusive, unless the context clearly requires otherwise.