exv4w2



 





 




    Exhibit 4.2



 


 




    SINA
    CORPORATION

    2007 SHARE INCENTIVE PLAN



 












 







    TABLE OF
    CONTENTS



 


	 	 	 	 	 
	
 
	
 
	
    Page

	 

	

    Section 1.
    INTRODUCTION
    


	
 
	
	
    1
    
	

	

    Section 2.
    DEFINITIONS
    


	
 
	
	
    1
    
	

	

    (a) “Affiliate”
    


	
 
	
	
    1
    
	

	

    (b) “Annual Pool”
    


	
 
	
	
    1
    
	

	

    (c) “Applicable
    Laws”
    


	
 
	
	
    1
    
	

	

    (d) “Award”
    


	
 
	
	
    1
    
	

	

    (e) “Award
    Agreement”
    


	
 
	
	
    1
    
	

	

    (f) “Board”
    


	
 
	
	
    1
    
	

	

    (g) “Cashless
    Exercise”
    


	
 
	
	
    1
    
	

	

    (h) “Cause”
    


	
 
	
	
    1
    
	

	

    (i) “Change in
    Control”
    


	
 
	
	
    2
    
	

	

    (j) “Code”
    


	
 
	
	
    2
    
	

	

    (k) “Committee”
    


	
 
	
	
    2
    
	

	

    (l) “Company”
    


	
 
	
	
    2
    
	

	

    (m) “Consultant”
    


	
 
	
	
    2
    
	

	

    (n) “Director”
    


	
 
	
	
    2
    
	

	

    (o) “Disability”
    


	
 
	
	
    2
    
	

	

    (p) “Employee”
    


	
 
	
	
    2
    
	

	

    (q) “Exchange Act”
    


	
 
	
	
    2
    
	

	

    (r) “Exercise Price”
    


	
 
	
	
    2
    
	

	

    (s) “Fair Market
    Value”
    


	
 
	
	
    2
    
	

	

    (t) “Fiscal Year”
    


	
 
	
	
    3
    
	

	

    (u) “Grant Date”
    


	
 
	
	
    3
    
	

	

    (v) “Incentive Share
    Option”
    


	
 
	
	
    3
    
	

	

    (w) “Non-Employee
    Director”
    


	
 
	
	
    3
    
	

	

    (x) “Nonstatutory Share
    Option”
    


	
 
	
	
    3
    
	

	

    (y) “Option”
    


	
 
	
	
    3
    
	

	

    (z) “Optionee”
    


	
 
	
	
    3
    
	

	

    (aa) “Ordinary Shares”
    


	
 
	
	
    3
    
	

	

    (bb) “Parent”
    


	
 
	
	
    3
    
	

	

    (cc) “Participant”
    


	
 
	
	
    3
    
	

	

    (dd) “Performance
    Goals”
    


	
 
	
	
    3
    
	

	

    (ee) “Performance Period”
    


	
 
	
	
    3
    
	

	

    (ff) “Plan”
    


	
 
	
	
    3
    
	

	

    (gg) “Re-Price”
    


	
 
	
	
    3
    
	

	

    (hh) “Restricted Share
    Unit”
    


	
 
	
	
    3
    
	

	

    (ii) “Restricted Share
    Unit Agreement”
    


	
 
	
	
    3
    
	

	

    (jj) “SAR Agreement”
    


	
 
	
	
    3
    
	

	

    (kk) “SEC”
    


	
 
	
	
    3
    
	

	

    (ll) “Section 16
    Persons”
    


	
 
	
	
    4
    
	

	

    (mm) “Securities
    Act”
    


	
 
	
	
    4
    
	

	

    (nn) “Service”
    


	
 
	
	
    4
    
	

	

    (oo) “Share”
    


	
 
	
	
    4
    
	





    

    i








 





	 	 	 	 	 
	
 
	
 
	
    Page

	 

	

    (pp) “Share Appreciation
    Right”
    


	
 
	
	
    4
    
	

	

    (qq) “Share Grant”
    


	
 
	
	
    4
    
	

	

    (rr) “Share Grant
    Agreement”
    


	
 
	
	
    4
    
	

	

    (ss) “Share Option
    Agreement”
    


	
 
	
	
    4
    
	

	

    (tt) “Subsidiary”
    


	
 
	
	
    4
    
	

	

    (uu) “10-Percent
    Shareholder”
    


	
 
	
	
    4
    
	

	

    Section 3.
    ADMINISTRATION
    


	
 
	
	
    4
    
	

	

    (a) Committee Composition
    


	
 
	
	
    4
    
	

	

    (b) Authority of the Committee
    


	
 
	
	
    4
    
	

	

    (c) Indemnification
    


	
 
	
	
    5
    
	

	

    Section 4.
    GENERAL
    


	
 
	
	
    5
    
	

	

    (a) General Eligibility
    


	
 
	
	
    5
    
	

	

    (b) Incentive Share Options
    


	
 
	
	
    5
    
	

	

    (c) Restrictions on Shares
    


	
 
	
	
    5
    
	

	

    (d) Beneficiaries
    


	
 
	
	
    5
    
	

	

    (e) No Rights as a Shareholder
    


	
 
	
	
    6
    
	

	

    (f) Termination of Service
    


	
 
	
	
    6
    
	

	

    Section 5.
    SHARES SUBJECT TO PLAN AND SHARE LIMITS
    


	
 
	
	
    6
    
	

	

    (a) Basic Limitation
    


	
 
	
	
    6
    
	

	

    (b) Limits on Awards
    


	
 
	
	
    6
    
	

	

    (c) Limits on Incentive Stock
    Options
    


	
 
	
	
    6
    
	

	

    (d) Share Count
    


	
 
	
	
    6
    
	

	

    (e) Dividend Equivalents
    


	
 
	
	
    7
    
	

	

    Section 6.
    TERMS AND CONDITIONS OF OPTIONS
    


	
 
	
	
    7
    
	

	

    (a) Share Option Agreement
    


	
 
	
	
    7
    
	

	

    (b) Number of Shares
    


	
 
	
	
    7
    
	

	

    (c) Exercise Price
    


	
 
	
	
    7
    
	

	

    (d) Exercisability and Term
    


	
 
	
	
    7
    
	

	

    (e) Method of Exercise
    


	
 
	
	
    7
    
	

	

    (f) Payment for Option Shares
    


	
 
	
	
    7
    
	

	

    (g) Modifications or
    Assumption of Options; No Re-Pricing
    


	
 
	
	
    7
    
	

	

    (h) Assignment or Transfer of
    Options
    


	
 
	
	
    8
    
	

	

    Section 7.
    TERMS AND CONDITIONS OF SHARE APPRECIATION RIGHTS
    


	
 
	
	
    8
    
	

	

    (a) SAR Agreement
    


	
 
	
	
    8
    
	

	

    (b) Number of Shares
    


	
 
	
	
    8
    
	

	

    (c) Exercise Price
    


	
 
	
	
    8
    
	

	

    (d) Exercisability and Term
    


	
 
	
	
    8
    
	

	

    (e) Exercise of SARs
    


	
 
	
	
    8
    
	

	

    (f) Modification or
    Assumption of SARs; No Re-Pricing
    


	
 
	
	
    8
    
	

	

    (g) Assignment or Transfer of
    SARs
    


	
 
	
	
    8
    
	

	

    Section 8.
    TERMS AND CONDITIONS FOR SHARE GRANTS
    


	
 
	
	
    9
    
	

	

    (a) Time, Amount and Form of
    Awards
    


	
 
	
	
    9
    
	

	

    (b) Share Grant Agreement
    


	
 
	
	
    9
    
	

	

    (c) Payment for Share Grants
    


	
 
	
	
    9
    
	





    

    ii








 





	 	 	 	 	 
	
 
	
 
	
    Page

	 

	

    (d) Vesting Conditions
    


	
 
	
	
    9
    
	

	

    (e) Assignment or Transfer of
    Share Grants
    


	
 
	
	
    9
    
	

	

    (f) Voting and Dividend Rights
    


	
 
	
	
    9
    
	

	

    (g) Modification or
    Assumption of Share Grants
    


	
 
	
	
    9
    
	

	

    Section 9.
    TERMS AND CONDITIONS OF RESTRICTED SHARE UNITS
    


	
 
	
	
    9
    
	

	

    (a) Restricted Share Unit
    Agreement
    


	
 
	
	
    9
    
	

	

    (b) Number of Shares
    


	
 
	
	
    9
    
	

	

    (c) Payment for Restricted
    Share Units
    


	
 
	
	
    9
    
	

	

    (d) Vesting Conditions
    


	
 
	
	
    10
    
	

	

    (e) Form and Time of
    Settlement of Restricted Share Units
    


	
 
	
	
    10
    
	

	

    (f) Voting and Dividend Rights
    


	
 
	
	
    10
    
	

	

    (g) Creditors’ Rights
    


	
 
	
	
    10
    
	

	

    (h) Modification or
    Assumption of Restricted Share Units
    


	
 
	
	
    10
    
	

	

    (i) Assignment or Transfer of
    Restricted Share Units
    


	
 
	
	
    10
    
	

	

    Section 10.
    PROTECTION AGAINST DILUTION
    


	
 
	
	
    10
    
	

	

    (a) Adjustments
    


	
 
	
	
    10
    
	

	

    (b) Participant Rights
    


	
 
	
	
    11
    
	

	

    (c) Fractional Shares
    


	
 
	
	
    11
    
	

	

    Section 11.
    EFFECT OF A CHANGE IN CONTROL
    


	
 
	
	
    11
    
	

	

    (a) Change in Control
    


	
 
	
	
    11
    
	

	

    (b) Acceleration
    


	
 
	
	
    11
    
	

	

    (c) Dissolution
    


	
 
	
	
    11
    
	

	

    Section 12.
    LIMITATIONS ON RIGHTS
    


	
 
	
	
    11
    
	

	

    (a) Participant Rights
    


	
 
	
	
    11
    
	

	

    (b) Shareholders’ Rights
    


	
 
	
	
    11
    
	

	

    (c) Regulatory Requirements
    


	
 
	
	
    11
    
	

	

    Section 13.
    WITHHOLDING TAXES
    


	
 
	
	
    12
    
	

	

    (a) General
    


	
 
	
	
    12
    
	

	

    (b) Share Withholding
    


	
 
	
	
    12
    
	

	

    Section 14.
    DURATION AND AMENDMENTS
    


	
 
	
	
    12
    
	

	

    (a) Term of the Plan
    


	
 
	
	
    12
    
	

	

    (b) Right to Amend or
    Terminate the Plan
    


	
 
	
	
    12
    
	










    

    iii








 





 




    SINA
    CORPORATION

    2007 SHARE INCENTIVE PLAN



 



    Section 1.  INTRODUCTION.



 



    On May 11, 2007 the Board adopted this 2007 Share
    Incentive Plan which shall become effective upon its approval by
    the Company’s shareholders (the “Effective Date”).



 



    The purpose of this Plan is to promote the long-term success of
    the Company and the creation of shareholder value by offering
    Participants the opportunity to share in such long-term success
    by acquiring a proprietary interest in the Company.



 



    The Plan seeks to achieve this purpose by providing for
    discretionary long-term incentive Awards in the form of Options
    (which may be Incentive Share Options or Nonstatutory Share
    Options), Share Appreciation Rights, Share Grants and Restricted
    Share Units.



 



    The Plan shall be governed by, and construed in accordance with,
    California law (except its
    choice-of-law
    provisions). Capitalized terms shall have the meaning provided
    in Section 2 unless otherwise provided in this Plan or any
    related Award Agreement.



 



    Section 2.  DEFINITIONS.



 



    (a) “Affiliate” means any entity other
    than a Subsidiary, if the Company
    and/or one
    or more Subsidiaries own not less than 50% of such entity.



 



    (b) “Annual Pool” has the meaning set
    forth in Section 5(b).



 



    (c) “Applicable Laws” means all applicable
    laws, rules, regulations and requirements relating to the
    administration of share plans, including, but not limited to,
    all applicable Cayman laws, the laws of the People’s
    Republic of China, U.S. federal and state laws, the rules
    and regulations of any stock exchange or quotation system on
    which the Ordinary Shares are listed or quoted, and the
    applicable laws, rules, regulations or requirements of any
    foreign country or jurisdiction where Awards are, or will be,
    granted under the Plan or where Participants reside or provide
    services, as such laws, rules, regulations and requirements
    shall be in place from time to time.



 



    (d) “Award” means an Option, SAR, Share
    Grant or Restricted Share Unit.



 



    (e) “Award Agreement” means any Share
    Option Agreement, SAR Agreement, Share Grant Agreement or
    Restricted Share Unit Agreement.



 



    (f) “Board” means the Board of Directors
    of the Company, as constituted from time to time.



 



    (g) “Cashless Exercise” means, to the
    extent that a Share Option Agreement so provides and as
    permitted by Applicable Laws, a program approved by the
    Committee in which payment of the aggregate Exercise Price
    and/or
    satisfaction of any applicable tax withholding obligations may
    be made all or in part by delivery (on a form prescribed by the
    Committee) of an irrevocable direction to a securities broker to
    sell Shares subject to an Option and to deliver all or part of
    the sale proceeds to the Company.



 



    (h) “Cause” means, except as may otherwise
    be provided in a Participant’s employment agreement, Award
    Agreement, or other written agreement,
    (i) Participant’s willful failure to perform his or
    her duties and responsibilities to the Company or material
    violation of a written Company policy;
    (ii) Participant’s commission of any act of fraud,
    embezzlement, dishonesty or any other willful misconduct that
    has caused or is reasonably expected to result in material
    injury to the Company; (iii) unauthorized use or disclosure
    by Participant of any proprietary information or trade secrets
    of the Company or any other party to whom the Participant owes
    an obligation of nondisclosure as a result of his or her
    relationship with the Company; or (iv) Participant’s
    willful breach of any of his or her obligations under any
    written agreement or covenant with the Company. The
    determination as to whether a Participant is being terminated
    for Cause shall be made in good faith by the Committee and shall
    be conclusive and binding on the Participant. The foregoing
    definition does not in any way limit the Company’s ability
    to terminate a Participant’s Service at any time as
    provided in Section 12(a), and the term “Company”
    will be interpreted to include any Subsidiary, Parent,
    Affiliate, or any successor thereto, if appropriate.




    

    1








 





 



    (i) “Change in Control” means the
    consummation of any of the following transactions:



 



    (i) The sale of all or substantially all of the
    Company’s assets;



 



    (ii) The merger of the Company with or into another
    corporation in which securities possessing more than 50% of the
    total combined voting power of the Company are transferred to a
    person or persons different from the persons holding those
    securities immediately prior to such transaction; or



 



    (iii) The acquisition, directly or indirectly, by any
    person or related group of persons (other than the Company or a
    person that directly or indirectly controls, is controlled by,
    or is under common control with, the Company) of beneficial
    ownership (within the meaning of
    Rule 13d-3
    of the Exchange Act) of securities of the Company representing
    more than 50% of the total combined voting power of the
    Company’s then outstanding securities. For purposes of this
    paragraph, the term “person” shall not include:
    (1) a trustee of other fiduciary holding securities under
    an employee benefit plan of the Company, a Subsidiary or an
    Affiliate; or (2) corporation or other entity owned
    directly or indirectly by the shareholders of the Company in
    substantially the same proportions as their ownership of the
    Ordinary Shares.



 



    A transaction shall not constitute a Change in Control if its
    sole purpose is to change the place 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
    transactions.



 



    (j) “Code” means the Internal Revenue Code
    of 1986, as amended, and the regulations and interpretations
    promulgated thereunder.



 



    (k) “Committee” means a committee
    described in Section 3.



 



    (l) “Company” means SINA Corporation, a
    Cayman Islands corporation.



 



    (m) “Consultant” means an individual who
    provides bona fide services to the Company, a Parent, a
    Subsidiary or an Affiliate, other than as an Employee, Director
    or Non-Employee Director.



 



    (n) “Director” means a member of the Board
    who is also an Employee.



 



    (o) “Disability” means that the
    Participant is classified as disabled under the long-term
    disability policy of the Company or, if no such policy applies,
    the Participant is unable to engage in any substantial gainful
    activity by reason of any medically determinable physical or
    mental impairment which can be expected to result in death or
    which has lasted or can be expected to last for a continuous
    period of not less than 12 months.



 



    (p) “Employee” means any individual who is
    an employee of the Company, a Parent, a Subsidiary or an
    Affiliate.



 



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



 



    (r) “Exercise Price” means, in the case of
    an Option, the amount for which a Share may be purchased upon
    exercise of such Option, as specified in the applicable Share
    Option Agreement. “Exercise Price,” in the case of a
    SAR, means an amount, as specified in the applicable SAR
    Agreement, which is subtracted from the Fair Market Value in
    determining the amount payable upon exercise of such SAR.



 



    (s) “Fair Market Value” means the market
    price of a Share as determined in good faith by the Committee.
    Such determination shall be conclusive and binding on all
    persons. The Fair Market Value shall be determined by the
    following:



 



    (i) if the Shares are admitted to trading on any
    established national stock exchange or market system, including
    without limitation NASDAQ, on the date in question, then the
    Fair Market Value shall be equal to the closing sales price for
    such Shares as quoted on such national exchange or system on
    such date; or



 



    (ii) if the Shares are admitted to quotation on NASDAQ or
    are regularly quoted by a recognized securities dealer but
    selling prices are not reported on the date in question, then
    the Fair Market Value shall be equal to the mean between the bid
    and asked prices of the Shares reported for such date.




    

    2








 





 



    In each case, the applicable price shall be the price reported
    in such source as the Committee deems reliable; provided,
    however, that if there is no such reported price for the Shares
    for the date in question, then the Fair Market Value shall be
    equal to the price reported on the last preceding date for which
    such price exists. If neither (i) or (ii) are
    applicable, then the Fair Market Value shall be determined by
    the Committee in good faith on such basis as it deems
    appropriate.



 



    (t) “Fiscal Year” means the Company’s
    fiscal year.



 



    (u) “Grant Date” means the grant effective
    date of an Award.



 



    (v) “Incentive Share Option” or
    “ISO” means an incentive stock option described in
    Code Section 422.



 



    (w) “Non-Employee Director” means a member
    of the Board who is not an Employee.



 



    (x) “Nonstatutory Share Option” or
    “NSO” means a share option that is not an ISO.



 



    (y) “Option” means an ISO or NSO granted
    under the Plan entitling the Optionee to purchase Shares.



 



    (z) “Optionee” means an individual, estate
    or other entity that holds an Option.



 



    (aa) “Ordinary Shares” means the
    Company’s ordinary shares.



 



    (bb) “Parent” means any corporation (other
    than the Company) in an unbroken chain of corporations ending
    with the Company, if each of the corporations other than the
    Company owns share possessing 50% or more of the total combined
    voting power of all classes of shares in one of the other
    corporations in such chain. A corporation that attains the
    status of a Parent on a date after the adoption of the Plan
    shall be considered a Parent commencing as of such date.



 



    (cc) “Participant” means an Employee,
    Director, Non-Employee Director or Consultant who has been
    selected by the Committee to receive an Award under the Plan or
    any individual, estate or other entity that holds an Award.



 



    (dd) “Performance Goals” means one or more
    objective measurable performance goals established by the
    Committee with respect to a Performance Period based upon one or
    more factors, including: (i) operating income;
    (ii) earnings before interest, taxes, depreciation and
    amortization; (iii) earnings; (iv) cash flow;
    (v) market share; (vi) sales or revenue;
    (vii) expenses; (viii) cost of goods sold;
    (ix) profit/loss or profit margin; (x) working
    capital; (xi) return on equity or assets;
    (xii) earnings per share; (xiii) economic value added;
    (xiv) price/earnings ratio; (xv) debt or
    debt-to-equity;
    (xvi) accounts receivable; (xvii) writeoffs;
    (xviii) cash; (xix) assets; (xx) liquidity;
    (xxi) operations; (xxii) intellectual property (e.g.,
    patents); (xxiii) product development;
    (xxiv) regulatory activity; (xxv) manufacturing,
    production or inventory; (xxvi) mergers and acquisitions or
    divestitures;
    and/or
    (xxvii) financings, each with respect to the Company
    and/or one
    or more of its Parent, Subsidiaries, Affiliates or operating
    units.



 



    (ee) “Performance Period” means any period
    not exceeding 60 months as determined by the Committee, in
    its sole discretion. The Committee may establish different
    Performance Periods for different Participants, and the
    Committee may establish concurrent or overlapping Performance
    Periods.



 



    (ff) “Plan” means this SINA Corporation
    2007 Share Incentive Plan as it may be amended from time to
    time.



 



    (gg) “Re-Price” means that the Company has
    lowered or reduced the Exercise Price of outstanding Options
    and/or
    outstanding SARs for any Participant(s) whether through
    amendment, cancellation or replacement grants, or any other
    means.



 



    (hh) “Restricted Share Unit” means a
    bookkeeping entry representing the equivalent of one Share
    awarded under the Plan.



 



    (ii) “Restricted Share Unit Agreement”
    means the agreement described in Section 9 evidencing a
    Restricted Share Unit.



 



    (jj) “SAR Agreement” means the agreement
    described in Section 7 evidencing a Share Appreciation
    Right.



 



    (kk) “SEC” means the Securities and
    Exchange Commission.




    

    3








 





 



    (ll) “Section 16 Persons” means those
    officers, directors or other persons who are subject to
    Section 16 of the Exchange Act.



 



    (mm) “Securities Act” means the Securities
    Act of 1933, as amended.



 



    (nn) “Service” means service as an
    Employee, Director, Non-Employee Director or Consultant. A
    Participant’s Service does not terminate if he or she is an
    Employee and goes on a bona fide leave of absence that was
    approved by the Company in writing and the terms of the leave
    provide for continued service crediting, or when continued
    service crediting is required by Applicable Laws. However, for
    purposes of determining whether an Option is entitled to
    continuing ISO status, an Employee’s Service will be
    treated as terminating 90 days after such Employee went on
    leave, unless such Employee’s right to return to active
    work is guaranteed by law or by a contract. Service terminates
    in any event when the approved leave ends, unless such Employee
    immediately returns to active work. Further, unless otherwise
    determined by the Committee, a Participant’s Service will
    not terminate merely because of a change in the capacity in
    which the Participant provides service to the Company, a Parent,
    Subsidiary or Affiliate, or a transfer between entities (the
    Company or any Parent, Subsidiary, or Affiliate); provided that
    there is no interruption or other termination of Service.



 



    (oo) “Share” means one share of Ordinary
    Shares.



 



    (pp) “Share Appreciation Right” or
    “SAR” means a share appreciation right awarded
    under the Plan.



 



    (qq) “Share Grant” means Shares awarded
    under the Plan.



 



    (rr) “Share Grant Agreement” means the
    agreement described in Section 8 evidencing a Share Grant.



 



    (ss) “Share Option Agreement” means the
    agreement described in Section 6 evidencing an Option.



 



    (tt) “Subsidiary” means any corporation
    (other than the Company) in an unbroken chain of corporations
    beginning with the Company, if each of the corporations other
    than the last corporation in the unbroken chain owns shares
    possessing 50% or more of the total combined voting power of all
    classes of shares in one of the other corporations in such
    chain. A corporation that attains the status of a Subsidiary on
    a date after the adoption of the Plan shall be considered a
    Subsidiary commencing as of such date.



 



    (uu) “10-Percent Shareholder” means an
    individual who owns more than 10% of the total combined voting
    power of all classes of outstanding shares of the Company, its
    Parent or any of its Subsidiaries. In determining share
    ownership, the attribution rules of Code Section 424(d)
    shall be applied.



 



    Section 3.  ADMINISTRATION.



 



    (a) Committee Composition.  The Board or a
    Committee appointed by the Board shall administer the Plan. The
    Committee shall generally have membership composition which
    enables Awards to Section 16 Persons to qualify as exempt
    from liability under Section 16(b) of the Exchange Act.
    However, the Board may also appoint one or more separate
    Committees, each composed of one or more directors of the
    Company who need not qualify under
    Rule 16b-3,
    that may administer the Plan with respect to Participants who
    are not Section 16 Persons, respectively, may grant Awards
    under the Plan to such Participants and may determine all terms
    of such Awards. Members of any such Committee shall serve for
    such period of time as the Board may determine and shall be
    subject to removal by the Board at any time. The Board may also
    at any time terminate the functions of the Committee and
    reassume all powers and authority previously delegated to the
    Committee.



 



    Notwithstanding the foregoing, the Board shall administer the
    Plan with respect to all Awards granted to Non-Employee
    Directors.



 



    The Board and any Committee appointed to administer the plan is
    referred to herein as the “Committee”.



 



    (b) Authority of the Committee.  Subject
    to the provisions of the Plan, the Committee shall have the full
    authority, in its sole discretion, to take any actions it deems
    necessary or advisable for the administration of the Plan. Such
    actions shall include:



 



    (i) selecting Participants who are to receive Awards under
    the Plan;



 



    (ii) determining the Fair Market Value;




    

    4








 





 



    (iii) determining the type, number, Grant Date, vesting
    requirements and other features and conditions of such Awards;



 



    (iv) approving the forms of agreements to be used under the
    Plan;



 



    (v) amending any outstanding Awards;



 



    (vi) accelerating the vesting, or extending the
    post-termination exercise term, of Awards at any time and under
    such terms and conditions as it deems appropriate;



 



    (vii) interpreting the Plan and any Award Agreement;



 



    (viii) correcting any defect, supplying any omission or
    reconciling any inconsistency in the Plan or any Award Agreement;



 



    (ix) adopting such rules or guidelines as it deems
    appropriate to implement the Plan;



 



    (x) authorizing any person to execute on behalf of the
    Company any instrument required to effect the grant of an Award
    previously authorized by the Committee;



 



    (xi) making all other decisions relating to the operation
    of the Plan; and



 



    (xii) adopting such plans or subplans as may be deemed
    necessary or appropriate to comply with the laws of certain
    countries, allow for tax-preferred treatment of the Awards or
    otherwise provide for the participation by Participants who
    reside in such countries.



 



    The Committee’s determinations under the Plan shall be
    final and binding on all persons.



 



    (c) Indemnification.  To the maximum
    extent permitted by Applicable Laws, each member of the
    Committee shall be indemnified and held harmless by the Company
    against and from (i) any loss, cost, liability, or expense
    that may be imposed upon or reasonably incurred by him or her in
    connection with or resulting from any claim, action, suit, or
    proceeding to which he or she may be a party or in which he or
    she may be involved by reason of any action taken or failure to
    act under the Plan or any Award Agreement, and (ii) from
    any and all amounts paid by him or her in settlement thereof,
    with the Company’s approval, or paid by him or her in
    satisfaction of any judgment in any such claim, action, suit, or
    proceeding against him or her, provided he or she shall give the
    Company an opportunity, at its own expense, to handle and defend
    the same before he or she undertakes to handle and defend it on
    his or her own behalf. The foregoing right of indemnification
    shall not be exclusive of any other rights of indemnification to
    which such persons may be entitled to by contract, as a matter
    of law, or otherwise, or under any power that the Company may
    have to indemnify them or hold them harmless.



 



    Section 4.  GENERAL.



 



    (a) General Eligibility.  Only Employees,
    Directors, Non-Employee Directors and Consultants shall be
    eligible to participate in the Plan.



 



    (b) Incentive Share Options.  Only
    Participants who are Employees of the Company, a Parent or a
    Subsidiary shall be eligible for the grant of ISOs. In addition,
    a Participant who is a 10-Percent Shareholder shall not be
    eligible for the grant of an ISO unless the requirements set
    forth in Code Section 422(c)(5) are satisfied.



 



    (c) Restrictions on Shares.  Any Shares
    issued pursuant to an Award shall be subject to such rights of
    repurchase, rights of first refusal and other transfer
    restrictions as the Committee may determine, in its sole
    discretion. Such restrictions shall apply in addition to any
    restrictions that may apply to holders of Shares generally and
    shall also comply to the extent necessary with Applicable Laws.
    In no event shall the Company be required to issue fractional
    Shares under this Plan.



 



    (d) Beneficiaries.  Unless stated
    otherwise in an Award Agreement and then only to the extent
    permitted by and enforceable under Applicable Laws, a
    Participant may designate one or more beneficiaries with respect
    to an Award by timely filing the prescribed form with the
    Company or the Company’s designee. A beneficiary
    designation may be changed by filing the prescribed form with
    the Company (or the Company’s designee) at any time before
    the Participant’s death. If no beneficiary was designated
    or if no designated beneficiary survives the




    

    5








 






    Participant, then after a Participant’s death any vested
    Award(s) shall be transferred or distributed to the
    Participant’s estate or to such other person as the Company
    may designate.



 



    (e) No Rights as a Shareholder.  A
    Participant, or a transferee of a Participant, shall have no
    rights as a shareholder with respect to any Ordinary Shares
    covered by an Award until such person has satisfied all of the
    terms and conditions to receive such Ordinary Shares, has
    satisfied any applicable withholding or tax obligations relating
    to the Award and the Shares have been issued (as evidenced by an
    appropriate entry on the books of the Company or a duly
    authorized transfer agent of the Company).



 



    (f) Termination of Service.  Unless the
    applicable Award Agreement or, with respect to a Participant who
    resides in the U.S., the applicable employment agreement
    provides otherwise, the following rules shall govern the
    vesting, exercisability and term of outstanding Awards held by a
    Participant in the event of termination of such
    Participant’s Service (in all cases subject to the maximum
    term of the Option
    and/or SAR
    as applicable): (i) upon termination of Service for any
    reason, the unvested portions of any outstanding Restricted
    Share Units or Share Grants shall be immediately forfeited
    without consideration; (ii) if Service is terminated for
    Cause, then all unexercised Options
    and/or SARs,
    unvested portions of Restricted Share Units and unvested
    portions of Share Grants shall terminate and be forfeited
    immediately without consideration; (iii) if Service is
    terminated for any reason other than for Cause, death or
    Disability, then the vested portion of the Participant’s
    then-outstanding Options
    and/or SARs
    may be exercised by such Participant or his or her personal
    representative within ninety (90) days after the date of
    such termination and the unvested portions of any such Awards
    shall be forfeited without consideration at the end of such
    period; or (iv) if Service is terminated due to death or
    Disability, the vested portion of the Participant’s
    then-outstanding Options
    and/or SARs
    may be exercised within six (6) months after the date of
    such termination and the unvested portions of any such Awards
    shall be forfeited without consideration at the end of such
    period.



 



    Section 5.  SHARES SUBJECT
    TO PLAN AND SHARE LIMITS.



 



    (a) Basic Limitation.  The shares issuable
    under the Plan shall be authorized, but unissued, or reacquired
    Shares. The aggregate number of Shares reserved for Awards under
    the Plan is 5,000,000 Shares, subject to adjustment
    pursuant to Section 10.



 



    (b) Limits on Awards.  The aggregate
    maximum number of Shares that may be granted in connection with
    all Awards during any Fiscal Year shall not exceed three percent
    (3%) of the total number of the Company’s outstanding
    Shares as of the last day of the immediately preceding Fiscal
    Year (“Annual Pool”), plus any Shares remaining
    available pursuant to the Annual Pool for the immediately
    preceding Fiscal Year, subject to adjustment pursuant to
    Section 10.



 



    (c) Limits on Incentive Stock
    Options.  The aggregate maximum number of Shares
    that may be issued in connection with ISOs shall be
    5,000,000 Shares, subject to adjustment pursuant to
    Section 10.



 



    (d) Share Count.  Shares issued as Share
    Grants or pursuant to Restricted Share Units will count against
    the Shares available for issuance under the Plan, and against
    the Shares available for grant during any Fiscal Year, as one
    point seven five (1.75) Shares for every one (1) Share
    issued in connection with the Award. Shares issued as Options or
    Share Appreciation Rights will count against the Shares
    available for issuance under the Plan, and against the Shares
    available for grant during any Fiscal Year, as one
    (1) Share for every one (1) Share subject thereto. The
    total number of Shares subject to Share Appreciation Rights that
    are settled in Shares shall be counted in full against the
    number of Shares available for issuance under the Plan,
    regardless of the number of Shares actually issued upon
    settlement of the Share Appreciation Rights. If Awards are
    settled in cash, the Shares that would have been delivered had
    there been no cash settlement shall not be counted against the
    Shares available for issuance under the Plan. If Awards are
    forfeited or are terminated for any reason before vesting or
    being exercised, then the Shares underlying such Awards shall
    again become available for Awards under the Plan; provided that,
    any one (1) Share issued as a Share Grant or pursuant to
    Restricted Share Units that is forfeited or terminated shall be
    credited as one point seven five (1.75) Shares when determining
    the number of Shares that shall again become available for
    Awards under the Plan. For purposes of clarity, no Shares
    surrendered pursuant to Section 6(f)(i) and no Shares
    withheld pursuant to Section 13(b) shall again become
    available for Awards under the Plan.




    

    6








 





 



    (e) Dividend Equivalents.  Any dividend
    equivalents distributed under the Plan shall reduce the number
    of Shares available for Awards.



 



    Section 6.  TERMS
    AND CONDITIONS OF OPTIONS.



 



    (a) Share Option Agreement.  Each Option
    granted under the Plan shall be evidenced and governed
    exclusively by a Share Option Agreement between the Optionee and
    the Company. Such 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 Committee deems appropriate for inclusion in a Share
    Option Agreement. The provisions of the various Share Option
    Agreements entered into under the Plan need not be identical.
    The Share Option Agreement shall specify whether the Option is
    an ISO or an NSO.



 



    (b) Number of Shares.  Each Share Option
    Agreement shall specify the number of Shares that are subject to
    the Option, which number is subject to adjustment in accordance
    with Section 10.



 



    (c) Exercise Price.  Each Share Option
    Agreement shall specify the Option’s Exercise Price which
    shall be established by the Committee and is subject to
    adjustment in accordance with Section 10. The Exercise
    Price of an Option shall not be less than 100% of the Fair
    Market Value (110% for an ISO granted to a 10-Percent
    Shareholder) on the Grant Date.



 



    (d) Exercisability and Term.  Each Share
    Option Agreement shall specify the date when all or any
    installment of the Option is to become exercisable and may
    include performance conditions or Performance Goals. The Share
    Option Agreement shall also specify the maximum term of the
    Option; provided that the maximum term of an Option shall in no
    event exceed seven (7) years from the Grant Date. A Share
    Option Agreement may provide for accelerated vesting in the
    event of the Participant’s death, Disability or other
    events. Notwithstanding any other provision of the Plan or the
    Share Option Agreement, no Option can be exercised after the
    expiration date provided in the applicable Share Option
    Agreement.



 



    (e) Method of Exercise.  An Option may be
    exercised, in whole or in part, by giving written notice of
    exercise to the Company (or, subject to Applicable Laws and if
    the Company permits, by electronic or voice methods) of the
    number of Shares to be purchased. Such notice shall be
    accompanied by payment in full of the aggregate Exercise Price,
    plus any required withholdings (unless satisfactory arrangements
    have been made to satisfy such withholdings). The Company
    reserves the right to delay issuance of the Shares if such
    payments are not satisfactory.



 



    (f) Payment for Option Shares.  The
    Exercise Price of an Option shall be paid in cash at the time of
    exercise, except as follows and if so provided for in the
    applicable Share Option Agreement:



 



    (i) Surrender of Share.  Payment of all or
    a part of the Exercise Price may be made with Shares which have
    already been owned by the Optionee; provided that the Committee
    may, in its sole discretion, require that Shares tendered for
    payment be previously held by the Optionee for a minimum
    duration (e.g., to avoid financial accounting charges to the
    Company’s earnings).



 



    (ii) Cashless Exercise.  Payment of all or
    a part of the Exercise Price may be made through Cashless
    Exercise.



 



    (iii) Other Forms of Payment.  Payment may
    be made in any other form that is consistent with Applicable
    Laws, regulations and rules and approved by the Committee.



 



    In the case of an ISO granted under the Plan, except to the
    extent permitted by Applicable Laws, payment shall be made only
    pursuant to the express provisions of the applicable Share
    Option Agreement. In the case of an NSO granted under the Plan,
    the Committee may, in its discretion at any time, accept payment
    in any form(s) described in this Section 6(f).



 



    (g) Modifications or Assumption of Options; No
    Re-Pricing.  Within the limitations of the Plan,
    the Committee may modify, extend or assume outstanding options
    or may accept the cancellation of outstanding options (whether
    granted by the Company or by another issuer) in return for the
    grant of new Options for the same or a different number of
    Shares and at the same or a different Exercise Price.
    Notwithstanding the preceding sentence or anything to the
    contrary, no modification of an Option shall, without the
    consent of the Optionee, impair his or her




    

    7








 






    rights or obligations under such Option and, unless there is
    approval by the Company shareholders, the Committee may not
    Re-Price outstanding Options.



 



    (h) Assignment or Transfer of
    Options.  Except as otherwise provided in the
    applicable Share Option Agreement and then only to the extent
    such transfer is otherwise permitted by Applicable Laws and is
    not a transfer for value (unless such transfer for value is
    approved in advance by the Company’s shareholders), no
    Option or interest therein shall be transferred, assigned,
    pledged or hypothecated by the Optionee during his or her
    lifetime, whether by operation of law or otherwise, or be made
    subject to execution, attachment or similar process, other than
    by will or by the laws of descent and distribution and an Option
    may be exercised during the lifetime of the Optionee only or by
    the guardian or legal representative of the Optionee.



 



    Section 7.  TERMS
    AND CONDITIONS OF SHARE APPRECIATION RIGHTS.



 



    (a) SAR Agreement.  Each SAR granted under
    the Plan shall be evidenced by a SAR Agreement between the
    Participant and the Company. Such SAR shall be subject to all
    applicable terms of the Plan and may be subject to any other
    terms that are not inconsistent with the Plan. A SAR Agreement
    may provide for a maximum limit on the amount of any payout
    notwithstanding the Fair Market Value on the date of exercise of
    the SAR. The provisions of the various SAR Agreements entered
    into under the Plan need not be identical. SARs may be granted
    in consideration of a reduction in the Participant’s
    compensation.



 



    (b) Number of Shares.  Each SAR Agreement
    shall specify the number of Shares to which the SAR pertains,
    which number is subject to adjustment in accordance with
    Section 10.



 



    (c) Exercise Price.  Each SAR Agreement
    shall specify the Exercise Price, which is subject to adjustment
    in accordance with Section 10. A SAR Agreement may specify
    an Exercise Price that varies in accordance with a predetermined
    formula while the SAR is outstanding. The Exercise Price of a
    SAR shall not be less than 100% of the Fair Market Value on the
    Grant Date.



 



    (d) Exercisability and Term.  Each SAR
    Agreement shall specify the date when all or any installment of
    the SAR is to become exercisable and may include performance
    conditions or Performance Goals. The SAR Agreement shall also
    specify the maximum term of the SAR which shall not exceed seven
    (7) years from the Grant Date. A SAR Agreement may provide
    for accelerated exercisability in the event of the
    Participant’s death, Disability or other events. SARs may
    be awarded in combination with Options or Share Grants, and such
    an Award shall provide that the SARs will not be exercisable
    unless the related Options or Share Grants are forfeited. A SAR
    may be included in an ISO only at the time of grant but may be
    included in an NSO at the time of grant or at any subsequent
    time, but not later than six (6) months before the
    expiration of such NSO. Notwithstanding any other provision of
    the Plan or the SAR Agreement, no SAR can be exercised after the
    expiration date provided in the applicable SAR Agreement.



 



    (e) Exercise of SARs.  Upon exercise of a
    SAR, the Participant (or any person having the right to exercise
    the SAR after Participant’s death) shall receive from the
    Company (i) Shares, (ii) cash or (iii) any
    combination of Shares and cash, as the Committee shall determine
    at the time of grant of the SAR, in its sole discretion. The
    amount of cash
    and/or the
    Fair Market Value of Shares received upon exercise of SARs
    shall, in the aggregate, be equal to the amount by which the
    Fair Market Value (on the date of surrender) of the Shares
    subject to the SARs exceeds the Exercise Price of the Shares.



 



    (f) Modification or Assumption of SARs; No
    Re-Pricing.  Within the limitations of the Plan,
    the Committee may modify, extend or assume outstanding SARs or
    may accept the cancellation of outstanding share appreciation
    rights (including share appreciation rights granted by another
    issuer) in return for the grant of new SARs for the same or a
    different number of Shares and at the same or a different
    Exercise Price. Notwithstanding the preceding sentence or
    anything to the contrary, no modification of a SAR shall,
    without the consent of the Participant, impair his or her rights
    or obligations under such SAR and, unless there is approval by
    the Company shareholders, the Committee may not Re-Price
    outstanding SARs.



 



    (g) Assignment or Transfer of
    SARs.  Except as otherwise provided in the
    applicable SAR Agreement and then only to the extent such
    transfer is otherwise permitted by Applicable Laws and is not a
    transfer for value (unless such transfer for value is approved
    in advance by the Company’s shareholders), no SAR or
    interest therein shall be transferred, assigned, pledged or
    hypothecated by the Participant during his or her lifetime,
    whether by operation of




    

    8








 






    law or otherwise, or be made subject to execution, attachment or
    similar process, other than by will or by the laws of descent
    and distribution and a SAR may be exercised during the lifetime
    of the Participant only or by the guardian or legal
    representative of the Participant.



 



    Section 8.  TERMS
    AND CONDITIONS FOR SHARE GRANTS.



 



    (a) Time, Amount and Form of
    Awards.  Awards under this Section 8 may be
    granted in the form of a Share Grant. A Share Grant may be
    awarded in combination with NSOs, and such an Award may provide
    that the Share Grant will be forfeited in the event that the
    related NSOs are exercised.



 



    (b) Share Grant Agreement.  Each Share
    Grant awarded under the Plan shall be evidenced and governed
    exclusively by a Share Grant Agreement between the Participant
    and the Company. Each Share Grant 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 that the Committee deems appropriate for inclusion in
    the applicable Share Grant Agreement. The provisions of the
    Share Grant Agreements entered into under the Plan need not be
    identical.



 



    (c) Payment for Share Grants.  Share
    Grants may be issued with or without cash consideration under
    the Plan.



 



    (d) Vesting Conditions.  The Committee
    shall determine the vesting schedule of each Share Grant.
    Vesting shall occur, in full or in installments, upon
    satisfaction of the conditions specified in the Share Grant
    Agreement which may include performance conditions or
    Performance Goals. A Share Grant Agreement may provide for
    accelerated vesting in the event of the Participant’s
    death, Disability, or other events.



 



    (e) Assignment or Transfer of Share
    Grants.  Except as otherwise provided in the
    applicable Share Grant Agreement and then only to the extent
    such transfer is otherwise permitted by Applicable Laws, no
    unvested Share Grant or interest therein shall be transferred,
    assigned, pledged or hypothecated by the Participant during his
    or her lifetime, whether by operation of law or otherwise, or be
    made subject to execution, attachment or similar process, other
    than by will or by the laws of descent and distribution.



 



    (f) Voting and Dividend Rights.  The
    holder of a Share Grant awarded under the Plan shall have the
    same voting, dividend and other rights as the Company’s
    other shareholders. A Share Grant Agreement may require that the
    holder of such Share Grant invest any cash dividends received in
    additional Shares subject to the Share Grant. Such additional
    Shares and any Shares received as a dividend pursuant to the
    Share Grant shall be subject to the same conditions and
    restrictions as the Share Grant with respect to which the
    dividends were paid. Such additional Shares subject to the Share
    Grant shall not reduce the number of Shares available for
    issuance under Section 5.



 



    (g) Modification or Assumption of Share
    Grants.  Within the limitations of the Plan, the
    Committee may modify or assume outstanding Share Grants or may
    accept the cancellation of outstanding share grants (including
    share granted by another issuer) in return for the grant of new
    Share Grants for the same or a different number of Shares.
    Notwithstanding the preceding sentence or anything to the
    contrary, no modification of a Share Grant shall, without the
    consent of the Participant, impair his or her rights or
    obligations under such Share Grant.



 



    Section 9.  TERMS
    AND CONDITIONS OF RESTRICTED SHARE UNITS.



 



    (a) Restricted Share Unit Agreement.  Each
    Restricted Share Unit granted under the Plan shall be evidenced
    by a Restricted Share Unit Agreement between the Participant and
    the Company. Such Restricted Share Units shall be subject to all
    applicable terms of the Plan and may be subject to any other
    terms that are not inconsistent with the Plan. The provisions of
    the various Restricted Share Unit Agreements entered into under
    the Plan need not be identical. Restricted Share Units may be
    granted in consideration of a reduction in the
    Participant’s other compensation.



 



    (b) Number of Shares.  Each Restricted
    Share Unit Agreement shall specify the number of Shares to which
    the Restricted Share Unit pertains, which number is subject to
    adjustment in accordance with Section 10.



 



    (c) Payment for Restricted Share
    Units.  To the extent that an Award is granted in
    the form of Restricted Share Units, no cash consideration shall
    be required of the Award recipients.




    

    9








 





 



    (d) Vesting Conditions.  The Committee
    shall determine the vesting schedule of each Restricted Share
    Unit. Vesting shall occur, in full or in installments, upon
    satisfaction of the conditions specified in the Restricted Share
    Unit Agreement which may include performance conditions or
    Performance Goals. A Restricted Share Unit Agreement may provide
    for accelerated vesting in the event of the Participant’s
    death, Disability, or other events.



 



    (e) Form and Time of Settlement of Restricted Share
    Units.  Settlement of vested Restricted Share
    Units may be made in the form of (i) cash, (ii) Shares
    or (iii) any combination of both, as determined by the
    Committee at the time of the grant of the Restricted Share
    Units, in its sole discretion. Vested Restricted Share Units may
    be settled in a lump sum or in installments. The distribution
    may occur or commence when the vesting conditions applicable to
    the Restricted Share Units have been satisfied or have lapsed,
    or it may be deferred, in accordance with Applicable Laws, to
    any later date. The amount of a deferred distribution may be
    increased by an interest factor or by dividend equivalents.



 



    (f) Voting and Dividend Rights.  The
    holders of Restricted Share Units shall have no voting rights.
    Prior to settlement or forfeiture, any Restricted Share Unit
    awarded under the Plan may, at the Committee’s discretion,
    carry with it a right to dividend equivalents. Such right
    entitles the holder to be credited with an amount equal to all
    cash dividends paid on one Share while the Restricted Share Unit
    is outstanding. Dividend equivalents may be converted into
    additional Restricted Share Units. Settlement of dividend
    equivalents may be made in the form of cash, in the form of
    Shares, or in a combination of both. Prior to distribution, any
    dividend equivalents which are not paid shall be subject to the
    same conditions and restrictions as the Restricted Share Units
    to which they attach.



 



    (g) Creditors’ Rights.  A holder of
    Restricted Share Units shall have no rights other than those of
    a general creditor of the Company. Restricted Share Units
    represent an unfunded and unsecured obligation of the Company,
    subject to the terms and conditions of the applicable Restricted
    Share Unit Agreement.



 



    (h) Modification or Assumption of Restricted Share
    Units.  Within the limitations of the Plan, the
    Committee may modify or assume outstanding Restricted Share
    Units or may accept the cancellation of outstanding restricted
    share units (including restricted share units granted by another
    issuer) in return for the grant of new Restricted Share Units
    for the same or a different number of Shares. Notwithstanding
    the preceding sentence or anything to the contrary, no
    modification of a Restricted Share Unit shall, without the
    consent of the Participant, impair his or her rights or
    obligations under such Restricted Share Unit.



 



    (i) Assignment or Transfer of Restricted Share
    Units.  Except as otherwise provided in the
    applicable Restricted Share Unit Agreement and then only to the
    extent such transfer is otherwise permitted by Applicable Laws
    and is not a transfer for value (unless such transfer for value
    is approved in advance by the Company’s shareholders), no
    Restricted Share Unit or interest therein shall be transferred,
    assigned, pledged or hypothecated by the Participant during his
    or her lifetime, whether by operation of law or otherwise, or be
    made subject to execution, attachment or similar process, other
    than by will or by the laws of descent and distribution.



 



    Section 10.  PROTECTION
    AGAINST DILUTION.



 



    (a) Adjustments.  In the event of a
    subdivision of the outstanding Shares, a declaration of a
    dividend payable in Shares, a declaration of a dividend payable
    in a form other than Shares in an amount that has a material
    effect on the price of Shares, a combination or consolidation of
    the outstanding Shares (by reclassification or otherwise) into a
    lesser number of Shares, a recapitalization, a spin-off or a
    similar occurrence, the Committee shall make appropriate
    adjustments in one or more of:



 



    (i) the number of Shares and the kind of shares or
    securities available for future Awards under Section 5(a);



 



    (ii) the limits on all Awards per Fiscal Year specified in
    Section 5(b);



 



    (iii) the limits on ISOs specified in Section 5(c);



 



    (iv) the number of Shares and the kind of shares or
    securities covered by each outstanding Award; or



 



    (v) the Exercise Price under each outstanding Option or SAR.




    

    10








 





 



    (b) Participant Rights.  Except as
    provided in this Section 10, a Participant shall have no
    rights by reason of any issue by the Company of shares of any
    class or securities convertible into shares of any class, any
    subdivision or consolidation of shares of any class, the payment
    of any share dividend or any other increase or decrease in the
    number of shares of any class. If by reason of an adjustment
    pursuant to this Section 10 a Participant’s Award
    covers additional or different shares or securities, then such
    additional or different shares and the Award in respect thereof
    shall be subject to all of the terms, conditions and
    restrictions which were applicable to the Award and the Shares
    subject to the Award prior to such adjustment.



 



    (c) Fractional Shares.  Any adjustment of
    Shares pursuant to this Section 10 shall be rounded down to
    the nearest whole number of Shares. Under no circumstances shall
    the Company be required to authorize or issue fractional shares
    and no consideration shall be provided as a result of any
    fractional shares not being issued or authorized.



 



    Section 11.  EFFECT
    OF A CHANGE IN CONTROL.



 



    (a) Change in Control.  In the event that
    the Company is a party to a Change in Control, outstanding
    Awards shall be subject to the applicable agreement of merger or
    reorganization. Such agreement may provide, without limitation,
    for the assumption of outstanding Awards by the surviving
    corporation or its parent, for their continuation by the Company
    (if the Company is a surviving corporation), for accelerated
    vesting or for their cancellation with or without consideration,
    in all cases without the consent of the Participant.



 



    (b) Acceleration.  Notwithstanding the
    foregoing, the Committee may determine, at the time of grant of
    an Award or thereafter, that such Award shall become vested and
    exercisable, in full or in part, in the event that the Company
    is a party to a Change in Control.



 



    (c) Dissolution.  To the extent not
    previously exercised or settled, Options, SARs and Restricted
    Share Units shall terminate immediately prior to the dissolution
    or liquidation of the Company.



 



    Section 12.  LIMITATIONS
    ON RIGHTS.



 



    (a) Participant Rights.  A
    Participant’s rights, if any, in respect of or in
    connection with any Award is derived solely from the
    discretionary decision of the Company to permit the individual
    to participate in the Plan and to benefit from a discretionary
    Award. By accepting an Award under the Plan, a Participant
    expressly acknowledges that there is no obligation on the part
    of the Company to continue the Plan
    and/or grant
    any additional Awards. Any Award granted hereunder is not
    intended to be compensation of a continuing or recurring nature,
    or part of a Participant’s normal or expected compensation,
    and in no way represents any portion of a Participant’s
    salary, compensation, or other remuneration for purposes of
    pension benefits, severance, redundancy, resignation or any
    other purpose.



 



    Neither the Plan nor any Award granted under the Plan shall be
    deemed to give any individual a right to remain an employee,
    consultant or director of the Company, a Parent, a Subsidiary or
    an Affiliate. The Company and its Parent, Subsidiaries and
    Affiliates reserve the right to terminate the Service of any
    person at any time, and for any reason, subject to Applicable
    Laws, and any applicable written employment agreement (if any),
    and such terminated person shall be deemed irrevocably to have
    waived any claim to damages or specific performance for breach
    of contract or dismissal, compensation for loss of office, tort
    or otherwise with respect to the Plan or any outstanding Award
    that is forfeited
    and/or is
    terminated by its terms or to any future Award.



 



    (b) Shareholders’ Rights.  Except as
    provided in Section 9(f), a Participant shall have no
    dividend rights, voting rights or other rights as a shareholder
    with respect to any Shares covered by his or her Award prior to
    the issuance of such Shares (as evidenced by an appropriate
    entry on the books of the Company or a duly authorized transfer
    agent of the Company). No adjustment shall be made for cash
    dividends or other rights for which the record date is prior to
    the date when such Shares are issued, except as expressly
    provided in Sections 9(f) and 10.



 



    (c) Regulatory Requirements.  Any other
    provision of the Plan notwithstanding, the obligation of the
    Company to issue Shares or other securities under the Plan shall
    be subject to all Applicable Laws and such approval by any
    regulatory body as may be required. The Company reserves the
    right to restrict, in whole or in part, the delivery of Shares
    or other securities pursuant to any Award prior to the
    satisfaction of all legal requirements




    

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    relating to the issuance of such Shares or other securities, to
    their registration, qualification or listing or to an exemption
    from registration, qualification or listing.



 



    Section 13.  WITHHOLDING
    TAXES.



 



    (a) General.  A Participant shall make
    arrangements satisfactory to the Company for the satisfaction of
    any withholding tax obligations that arise in connection with
    his or her Award. The Company shall have the right to deduct
    from any amount payable under the Plan, including delivery of
    Shares to be made pursuant to an Award granted under the Plan,
    all federal, state, city, local or foreign taxes of any kind
    required by law to be withheld with respect to such payment and
    the Company may take any such actions as may be necessary in the
    opinion of the Company to satisfy all obligations for the
    payment of such taxes. The Company shall not be required to
    issue any Shares or make any cash payment under the Plan until
    such obligations are satisfied.



 



    (b) Share Withholding.  The Committee may
    permit a Participant to satisfy all or part of his or her
    withholding or income tax obligations by Cashless Exercise, by
    having the Company withhold all or a portion of any Shares that
    otherwise would be issued to him or her or by surrendering all
    or a portion of any Shares that he or she previously acquired;
    provided that Shares withheld or previously owned Shares that
    are tendered shall not exceed the amount necessary to satisfy
    the Company’s tax withholding obligations at the minimum
    statutory withholding rates, including, but not limited to,
    U.S. federal and state income taxes, payroll taxes and
    foreign taxes, if applicable, unless the previously owned Shares
    have been held for the minimum duration necessary to avoid
    financial accounting charges under applicable accounting
    guidance or as otherwise permitted by the Committee in its sole
    and absolute discretion. Any payment of taxes by assigning
    Shares to the Company may be subject to restrictions, including,
    but not limited to, any restrictions required by rules of the
    SEC. If any Shares are used to satisfy withholding taxes, such
    Shares shall be valued based on the Fair Market Value thereof on
    the date when the withholding for taxes is required to be made.



 



    Section 14.  DURATION
    AND AMENDMENTS.



 



    (a) Term of the Plan.  The Plan shall
    terminate on May 11, 2012 and may be terminated on any
    earlier date pursuant to this Section 14.



 



    (b) Right to Amend or Terminate the
    Plan.  The Board may amend or terminate the Plan
    at any time and for any reason. Any such termination of the
    Plan, or any amendment thereof, shall not impair any Award
    previously granted under the Plan. No Awards shall be granted
    under the Plan after the Plan’s termination. An amendment
    of the Plan shall be subject to the approval of the
    Company’s shareholders only to the extent such approval is
    required by Applicable Laws, regulations or rules.




    

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