ex4-6.htm


    
       

       

      Exhibit
        4.6

       

       

       

       

       

       

      NINETOWNS
        DIGITAL WORLD TRADE HOLDINGS LIMITED

       

      2006
        SHARE INCENTIVE PLAN

       

       

       

       

       

       

       

       

      As
        approved by 

       

      the
        Board of Directors on October 21, 2005

       

       

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

       

      NINETOWNS
        DIGITAL WORLD TRADE HOLDINGS LIMITED

      2006
        SHARE INCENTIVE
        PLAN

       

      
        	
                1.

              	
                Establishment,
                  Purpose, and Types of
                  Awards

              


      

      Ninetowns
        Digital World Trade Holdings Limited, a company incorporated
        under the laws of the Cayman Islands (the “Company”) hereby establishes
        this equity-based
        incentive compensation plan to be known as the “Ninetowns Digital World Trade
        Holdings Limited 2006 Share Incentive Plan” (hereinafter referred to as the
“Plan”), for the following
        purposes:

       

      
        	
                 

              	
                -


                 

              	
                to
                  enhance the Company’s ability to attract highly qualified
                  personnel on a global basis;

              


      

      
        	
                 

              	
                -


                 

              	
                to
                  strengthen its retention
                  capabilities;

              


      

      
        	
                 

                 

              	
                -


                 

              	
                to
                  enhance the long-term performance and competitiveness of the
                  Company and its domestic and international subsidiaries;

                 

              


      

      
        	
                 

                 

              	
                -


                 

              	
                to
                  align the interests of Participants with those of stockholders;
                  and

                 

              


      

      
        	
                 

                 

              	
                -


                 

              	
                to
                  provide certain “performance-based compensation.”

                 

              


      

      (a)         Awards.
        The Plan permits the granting of the
        following types of awards (“Awards”), according to the
        Sections of the Plan listed here:

      
        	
                Section
                  6

                 

              	
                Stock
                  Options

                 

              
	
                Section
                  7

                 

              	
                Share
                  Appreciation Rights

                 

              
	
                Section
                  8

                 

              	
                Restricted
                  Shares, Restricted Share Units, and 
Unrestricted
                  Shares

                 

              
	
                Section
                  9

                 

              	
                [Reserved
                  for future use]

                 

              
	
                Section
                  10

                 

              	
                Performance
                  Awards

                 

              
	
                 

                 

              	
                 

                 

              



      (b)         Appendices.
        Incorporated by reference and thereby
        part of the Plan are the terms set forth in the following appendices:


      
        	
                Appendix
                  I

                 

              	
                Definitions

                 

              
	
                Appendix
                  II

                 

              	
                China
                  Sub-Plan 

                 

              
	
                Appendix
                  III

                 

              	
                Hong
                  Kong Sub-Plan

                 

              
	
                 

                 

              	
                 

                 

              


      

      (c)        Effect
        on Other Plans. The Plan shall not effect
        any stock options, equity-based compensation, or other benefits that the
        Company
        or its Affiliates may have provided under any Share-based compensation plans
        that the Company or its Affiliates sponsor, including but not limited to
        the
        Company’s 2004 Share Option Plan.

      
        	
                 

                 

              	
                -1-

                 

              


      

       




     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      
        	
                2.

              	
                Defined
                  Terms

              


      

      Terms
        in the Plan that begin with an initial capital letter have the
        defined meaning set forth in Appendix
        I, unless defined elsewhere in this Plan
        or the
        context of their use clearly indicates a different meaning.

      
        	
                3.

              	
                Shares
                  Subject to the
                  Plan

              


      

      Subject
        to the provisions of Section 13 of the Plan, the maximum number
        of Shares that the Company may issue pursuant to the Plan is 2,800,000 Shares.
        Notwithstanding the foregoing limitation, the Board may act, not more than
        once
        during each fiscal year of the Company, to increase the share reserve by
        such
        number of Shares as the Board shall determine, provided that such increase
        shall
        not exceed one percent (1%) of the number of shares outstanding at the end
        of
        the Company’s most recently-completed fiscal year. Shares may be authorized but
        unissued Shares, or Shares that the Company has re-acquired or otherwise
        holds
        in treasury.

      The
        Shares issued pursuant to the Plan may be authorized but unissued
        Shares (or, subject to Applicable Law, Shares that the Company has reacquired
        or
        otherwise holds in treasury). Shares that are subject to Awards under this
        Plan
        that for any reason expire, are forfeited, are cancelled, or become
        un-exercisable, and Shares that are for any other reason not paid or delivered
        under the Plan shall again, except to the extent prohibited by Applicable
        Law,
        be available for subsequent Awards under the Plan. 

      
        	
                4.

              	
                Administration

              


      

      (a)              General.
        The
        Committee shall administer the Plan, inclusive of the incorporated Appendices,
        in accordance with its terms, provided that the Board may act in lieu of
        the
        Committee on any matter. The Committee shall hold meetings at such times
        and
        places as it may determine and shall make such rules and regulations for
        the
        conduct of its business as it deems advisable. In the absence of a duly
        appointed Committee or if the Board otherwise chooses to act in lieu of the
        Committee, the Board shall function as the Committee for all purposes of
        the
        Plan.

      (b)              Committee
        Composition.
The Board
        shall appoint the members of the
        Committee. If and to the extent permitted by Applicable Law, the Committee
        may
        authorize one or more officers to make Awards to Eligible Persons who are
        not
        officers whom the Committee has specifically authorized to make Awards. The
        Board may at any time appoint additional members to the Committee, remove
        and
        replace members of the Committee with or without Cause, and fill vacancies
        on
        the Committee however caused.

      (c)              Powers
        of the Committee. Subject to the
        provisions of the Plan, the Committee shall have the authority, in its sole
        discretion: 

      (i)           to
        determine Eligible Persons to whom Awards shall be granted from time
        to time and the number of Shares, units, or SARs to be covered by each
        Award;

      
        	
                 

                 

              	
                -2-

                 

              


      

       




     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      
        	
                 

              	
                (ii)

              	
                to
                  determine, from time to time, the Fair Market Value of
                  Shares;

              


      

      (iii)        to
        determine, and to set forth in Award Agreements, the terms and conditions
        of all
        Awards, including any applicable exercise or purchase price, the installments
        and conditions under which an Award shall become vested (which may be based
        on
        performance), terminated, expired, cancelled, or replaced, and the circumstances
        for vesting acceleration or waiver of forfeiture restrictions, and other
        restrictions and limitations;

      (iv)         to
        approve the forms of Award Agreements and all other documents, notices
        and certificates in connection therewith which need not be identical either
        as
        to type of Award or among Participants; 

      (v)          to
        construe and interpret the terms of the Plan and any Award Agreement,
        to determine the meaning of their terms, and to prescribe, amend, and rescind
        rules and procedures relating to the Plan and its administration; 

      (vi)         in
        order to fulfill the purposes of the Plan and without amending the
        Plan, to modify, to cancel, or to waive the Company’s rights with respect to any
        Awards, to adjust or to modify Award Agreements for changes in Applicable
        Law,
        and to recognize differences in foreign law, tax policies, or customs (with
        discretion to establish sub-plans for such purpose, with any sub-plan to
        be
        added as an Appendix to the Plan); and 

      (vii)       to
        make all
        other interpretations and to take all other actions that the Committee may
        consider necessary or advisable to administer the Plan or to effectuate its
        purposes.

      Subject
        to Applicable Law and the restrictions set forth in the Plan, the
        Committee may delegate administrative functions to individuals who are officers
        or Employees of the Company or its Affiliates.

      (d)              Deference
        to Committee Determinations. The
        Committee shall have the discretion to interpret or construe ambiguous, unclear,
        or implied (but omitted) terms in any fashion it deems to be appropriate
        in its
        sole discretion, and to make any findings of fact needed in the administration
        of the Plan or Award Agreements. The Committee’s prior exercise of its
        discretionary authority shall not obligate it to exercise its authority in
        a
        like fashion thereafter. The Committee’s interpretation and construction of any
        provision of the Plan, or of any Award or Award Agreement, shall be final,
        binding, and conclusive. The validity of any such interpretation, construction,
        decision or finding of fact shall not be given de novo review if challenged
        in
        court, by arbitration, or in any other forum, and shall be upheld unless
        clearly
        arbitrary or capricious.

      
        	
                5.

              	
                Eligibility

              


      

      (a)              General
        Rule. The Committee may grant Awards to
        any Eligible Person. A Participant who has been granted an Award may be granted
        an additional Award or Awards if the Committee shall so determine, if such
        person is otherwise an Eligible Person.

      
        	
                 

                 

              	
                -3-

                 

              


      

       




     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      (b)             Grant
        of Awards. Subject to the express
        provisions of the Plan, the Committee shall determine from the class of Eligible
        Persons those individuals to whom Awards under the Plan may be granted, the
        number of Shares subject to each Award, the price (if any) to be paid for
        the
        Shares or the Award and, in the case of Performance Awards, in addition to
        the
        matters addressed in Section 10 below, the specific objectives, goals and
        performance criteria that further define the Performance Award. Each Award
        shall
        be evidenced by an Award Agreement signed by the Company and by the Participant,
        with each Eligible Person’s acceptance of the Award being purely voluntary. The
        Award Agreement shall set forth the material terms and conditions of the
        Award
        established by the Committee, and each Award shall be subject to the terms
        and
        conditions set forth in Sections 23 and 24 unless otherwise specifically
        provided in an Award Agreement. The failure of either party to sign an Award
        Agreement will render it ineffective, null, and void. 

      (c)              Limits
        on Individual Awards. No Participant may
        receive Awards during the life of the Plan that relate to more than thirty
        percent (30%) of the maximum number of Shares that may be issued pursuant
        to
        Awards (as determined under Section 3 of the Plan). The Committee will adjust
        this limitation pursuant to Section 13 below.

      
        	
                6.

              	
                Option
                  Awards

              


      

      (a)              Types;Documentation.
        The Committee may in its discretion grant Options to any Eligible Person,
        and
        shall evidence any such grants only in Award Agreements. 

      (b)              Term
        of Options. Each Award Agreement shall
        specify a term at the end of which the Option automatically expires, subject
        to
        earlier termination pursuant to the provisions contained in Section 6(g)
        hereof;
        provided, that the term of any Option may not exceed ten years from the Grant
        Date.

      (c)              Exercise
        Price. The exercise price of an Option
        shall be determined by the Committee in its discretion and shall be set forth
        in
        the Award Agreement, provided that such per Share exercise price shall not
        be
        less than one hundred percent (100%) of the Fair Market Value per Share on
        the
        Grant Date. The exercise price may be stated and payable in any currency
        specified by the Committee in the Award Agreement. 

      (d)              Exercise
        of Option. The Committee shall in its
        sole discretion determine the times, circumstances, and conditions under
        which
        an Option shall be exercisable, and shall set them forth in the Award Agreement.
        The Committee shall have the discretion to determine whether and to what
        extent
        the vesting of Options shall be suspended during any unpaid leave of absence;
        provided, however, that in the absence of such determination, vesting of
        Options
        shall be suspended during any such leave approved by the Company.

      (e)              Minimum
        Exercise Requirements. An Option may not
        be exercised for a fraction of a Share. The Committee may require in an Award
        Agreement that an Option be exercised as to a minimum number of Shares, provided
        that such requirement shall not prevent a Participant from purchasing the
        full
        number of Shares as to which the Option is then exercisable.

      (f)             Methods
        of Exercise.Prior to its expiration
        pursuant to the terms of the applicable Award Agreement, each Option may
        be
        exercised, in whole or in part (provided that 

      
        	
                 

                 

              	
                -4-

                 

              


      

       




     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      the
        Company shall pay cash in lieu of fractional Shares), by delivery of
        written notice of exercise to a named executive officer of the Company
        accompanied by the full exercise price of the Shares being purchased. The
        methods of payment that the Committee may in its discretion accept or commit
        to
        accept in an Award Agreement include:

      (i)           cash
        or check payable to the Company (in the currency specified by the
        Committee);

      (ii)          subject
        to Applicable Law, other Shares that (A) are owned by the
        Participant who is purchasing Shares pursuant to an Option, (B) have a Fair
        Market Value on the date of surrender equal to the aggregate exercise price
        of
        the Shares as to which the Option is being exercised, (C) were not acquired
        by
        such Participant pursuant to the exercise of an Option, unless such Shares
        have
        been owned by such Participant for at least six months or such other period
        as
        the Committee may determine, (D) are all, at the time of such surrender,
        free
        and clear of any and all claims, pledges, liens and encumbrances, or any
        restrictions which would in any manner restrict the transfer of such shares
        to
        or by the Company (other than such restrictions as may have existed prior
        to an
        issuance of such Shares by the Company to such Participant), and (E) are
        duly
        endorsed for transfer to the Company;

      (iii)         a
        cashless exercise program that the Committee may approve, from time to
        time in its discretion, pursuant to which a Participant may concurrently
        provide
        irrevocable instructions (A) to such Participant’s broker or dealer to effect
        the immediate sale of the purchased Shares and remit to the Company, out
        of the
        sale proceeds available on the settlement date, sufficient funds to cover
        the
        exercise price of the Option plus all applicable taxes required to be withheld
        by the Company by reason of such exercise, and (B) to the Company to deliver
        the
        certificates for the purchased Shares directly to such broker or dealer in
        order
        to complete the sale; or 

      
        	
                 

              	
                (iv)

              	
                any
                  combination of the foregoing methods of payment.
                  

              


      

      The
        Company shall not be required to deliver Shares pursuant to the
        exercise of an Option until payment of the full exercise price therefore
        is
        received by the Company.

      (g)              Termination
        of Continuous Service. The
        Committee may establish and set forth
        in the applicable Award Agreement the terms and conditions on which an Option
        shall remain exercisable, if at all, following termination of a Participant’s
        Continuous Service. The Committee may waive or modify these provisions at
        any
        time. To the extent that a Participant is not entitled to exercise an Option
        at
        the date of his or her termination of Continuous Service, or if the Participant
        (or other person entitled to exercise the Option) does not exercise the Option
        to the extent so entitled within the time specified in the Award Agreement
        or
        below (as applicable), the Option shall terminate and the Shares underlying
        the
        unexercised portion of the Option shall revert to the Plan and become available
        for future Awards. In no event may any Option be exercised after the expiration
        of the Option term as set forth in the Award Agreement. 

      The
        following provisions shall apply to the extent an Award Agreement
        does not specify the terms and conditions upon which an Option shall terminate
        when there is a termination of a Participant’s Continuous Service:

      
        	
                 

                 

              	
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      (i)           Termination
        other than Upon Disability, Death, Retirement or for
        Cause. In the event of termination of a Participant’s
        Continuous Service (other than as a result of Participant’s death, disability,
        retirement or termination for Cause), the Participant shall have the right
        to
        exercise an Option within three (3) months following such termination to
        the
        extent the Participant was entitled to exercise such Option at the date of
        such
        termination. 

       

      (ii)          Disability.
        In the event of termination of a
        Participant’s Continuous Service as a result of his or her being Disabled, the
        Participant shall have the right to exercise an Option at any time within
        one
        year following such termination to the extent the Participant was entitled
        to
        exercise such Option at the date of such termination. 

      (iii)        Retirement.
        In the event of termination of a
        Participant’s Continuous Service as a result of Participant’s retirement, the
        Participant shall have the right to exercise the Option at any time within
        six
        months following such termination to the extent the Participant was entitled
        to
        exercise such Option at the date of such termination.

      (iv)         Death.
        In the event of the death of a Participant
        during the period of Continuous Service since the Grant Date of an Option,
        or
        within thirty days following termination of the Participant’s Continuous
        Service, the Option may be exercised, at any time within one year following
        the
        date of the Participant’s death, by the Participant’s estate or by a person who
        acquired the right to exercise the Option by bequest or inheritance, but
        only to
        the extent the right to exercise the Option had vested at the date of death
        or,
        if earlier, the date the Participant’s Continuous Service
        terminated.

      (v)          Cause.
        If the Committee determines that a
        Participant’s Continuous Service terminated due to Cause, the Participant shall
        immediately forfeit the right to exercise any Option, and it shall be considered
        immediately null and void.

      
        	
                7.

              	
                Share
                  Appreciation Rights
                  (SARs)

              


      

      (a)              Grants.
        The Committee may in its discretion grant
        Share Appreciation Rights to any Eligible Person, in any of the following
        forms:

      (i)           SARs
        related to Options. The Committee may grant
        SARs either concurrently with the grant of an Option or with respect to an
        outstanding Option, in which case the SAR shall extend to all or a portion
        of
        the Shares covered by the related Option. A SAR shall entitle the Participant
        who holds the related Option, upon exercise of the SAR and surrender of the
        related Option, or portion thereof, to the extent the SAR and related Option
        each were previously unexercised, to receive payment of an amount determined
        pursuant to Section 7(e) below.

      (ii)          SARs
        Independent of Options. The Committee may
        grant SARs which are independent of any Option subject to such conditions
        as the
        Committee may in its discretion determine, which conditions will be set forth
        in
        the applicable Award Agreement.

      (iii)       Limited
        SARs. The Committee may grant SARs exercisable only
        upon
        or in respect of a Change in Control or any other specified event, and such
        limited SARs may relate to or operate in tandem or combination with or
        substitution for Options or other SARs, or on a 

      
        	
                 

                 

              	
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      stand-alone
        basis, and may be payable in cash or Shares based on the
        spread between the exercise price of the SAR, and (A) a price based upon
        or
        equal to the Fair Market Value of the Shares during a specified period, at
        a
        specified time within a specified period before, after or including the date
        of
        such event, or (B) a price related to consideration payable to Company’s
        shareholders generally in connection with the event.

      (b)              Exercise
        Price. The per Share exercise price of a
        SAR shall be determined in the sole discretion of the Committee, shall be
        set
        forth in the applicable Award Agreement, and shall be no less than one hundred
        percent (100%) of the Fair Market Value of one Share. The exercise price
        of a
        SAR related to an Option shall be the same as the exercise price of the related
        Option. The exercise price of a SAR shall be subject to the special rules
        on
        pricing contained in Sections 6(c)  and 7(f) 
hereof.

      (c)              Exercise
        of SARs. Unless the Award Agreement
        otherwise provides, a SAR related to an Option will be exercisable at such
        time
        or times, and to the extent, that the related Option will be exercisable;
        provided that the Award Agreement shall not, without the approval of the
        shareholders of the Company, provide for a vesting period for the exercise
        of
        the SAR that is more favorable to the Participant than the exercise period
        for
        the related Option. A SAR may not have a term exceeding seven years from
        its
        Grant Date. A SAR granted independently of any other Award will be exercisable
        pursuant to the terms of the Award Agreement, but shall not, without the
        approval of the shareholders of the Company, provide for a vesting period
        for
        the exercise of the SAR that is more favorable to the Participant than the
        exercise period for the related Option. Whether a SAR is related to an Option
        or
        is granted independently, the SAR may only be exercised when the Fair Market
        Value of the Shares underlying the SAR exceeds the exercise price of the
        SAR.

      (d)              Effect
        on Available Shares. All SARs that are
        settled in shares of the Company’s Shares shall be counted in full against the
        number of shares available for award under the Plan, regardless of the number
        of
        exercise gain shares issued upon settlement of the SARs.

      (e)              Payment.
Upon
        exercise of a SAR related to an
        Option and the attendant surrender of an exercisable portion of any related
        Award, the Participant will be entitled to receive payment of an amount
        determined by multiplying –

      (i)           the
        excess of the Fair Market Value of a Share on the date of exercise of
        the SAR over the exercise price per Share of the SAR, by

      
        	
                 

              	
                (ii)

              	
                the
                  number of Shares with respect to which the SAR has been
                  exercised.

              


      

      Notwithstanding
        the foregoing, a SAR granted independently of an Option
        (i) may limit the amount payable to the Participant to a percentage, specified
        in the Award Agreement but not exceeding one-hundred percent (100%), of the
        amount determined pursuant to the preceding sentence, and (ii) shall be subject
        to any payment or other restrictions that the Committee may at any time impose
        in its discretion.

      (f)               Form
        and Terms of Payment. Subject
        to Applicable Law, the Committee
        may, in its sole discretion, settle the amount determined under Section 7(e)
        above solely in cash, solely 

      
        	
                 

                 

              	
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      in
        Shares (valued at their Fair Market Value on the date of exercise of
        the SAR), or partly in cash and partly in Shares. In any event, cash shall
        be
        paid in lieu of fractional Shares. Absent a contrary determination by the
        Committee, all SARs shall be settled in cash as soon as practicable after
        exercise. Notwithstanding the foregoing, the Committee may, in an Award
        Agreement, determine the maximum amount of cash or Shares or combination
        thereof
        that may be delivered upon exercise of a SAR.

      (g)              Termination
        of Employment or Consulting
        Relationship. The
        Committee shall establish and set forth in the applicable Award Agreement
        the
        terms and conditions on which a SAR shall remain exercisable, if at all,
        following termination of a Participant’s Continuous Service.

      
        	
                8.

              	
                Restricted
                  Shares, Restricted Share Units, and Unrestricted
                  Shares

              


      

      (a)              Grants.
        The Committee may in its discretion grant
        restricted shares (“Restricted Shares”) to any Eligible Person
        and shall evidence such grant in an Award
        Agreement that is delivered to the Participant and that sets forth the number
        of
        Restricted Shares, the purchase price for such Restricted Shares (if any),
        and
        the terms upon which the Restricted Shares may become vested. In addition,
        the
        Company may in its discretion grant the right to receive Shares after certain
        vesting requirements are met (“Restricted Share
        Units”) to any Eligible Person and shall evidence such
        grant in an Award Agreement that is delivered to the Participant which sets
        forth the number of Shares (or formula, that may be based on future performance
        or conditions, for determining the number of Shares) that the Participant
        shall
        be entitled to receive upon vesting, the terms upon which the Shares subject
        to
        a Restricted Share Unit may become vested, and the manner of settlement of
        the
        Restricted Share Units. The Committee may condition any Award of Restricted
        Shares or Restricted Share Units to a Participant on receiving from the
        Participant such further assurances and documents as the Committee may require
        to enforce the restrictions. In addition, the Committee may grant Awards
        hereunder in the form of unrestricted shares (“Unrestricted Shares”), which shall vest
        in full
        upon the date of grant or such other date as the Committee may determine
        or
        which the Committee may issue pursuant to any program under which one or
        more
        Eligible Persons (selected by the Committee in its discretion) elect to receive
        Unrestricted Shares in lieu of cash bonuses that would otherwise be
        paid.

      (b)              Vesting
        and Forfeiture. The Committee shall set
        forth in an Award Agreement granting Restricted Shares or Restricted Share
        Units, the terms and conditions under which the Participant’s interest in the
        Restricted Shares or the Shares subject to Restricted Share Units will become
        vested and non-forfeitable. Except as set forth in the applicable Award
        Agreement or the Committee otherwise determines, upon termination of a
        Participant’s Continuous Service for any other reason, the Participant shall
        forfeit his or her Restricted Shares and Restricted Share Units; provided
        that
        if a Participant purchases the Restricted Shares and forfeits them for any
        reason, the Company shall return the purchase price to the Participant only
        if
        and to the extent set forth in an Award Agreement. 

      (c)              Issuance
        of Restricted Shares Prior to Vesting.
        The Company shall issue stock certificates that evidence Restricted Shares
        pending the lapse of applicable restrictions, and that bear a legend making
        appropriate reference to such restrictions. Except as set forth in the


      
        	
                 

                 

              	
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      applicable
        Award Agreement or the Committee otherwise determines, the
        Company or a third party that the Company designates shall hold such Restricted
        Shares and any dividends that accrue with respect to Restricted Shares pursuant
        to Section 8(e) below.

      (d)              Issuance
        of Shares upon Vesting.
As soon
        as practicable after vesting of a
        Participant’s Restricted Shares (or Shares underlying Restricted Share Units)
        and the Participant’s satisfaction of applicable tax withholding requirements,
        the Company shall release to the Participant, free from the vesting
        restrictions, one Share for each vested Restricted Share (or issue one Share
        free of the vesting restriction for each vested Restricted Share Unit), unless
        an Award Agreement provides otherwise. No fractional shares shall be
        distributed, and cash shall be paid in lieu thereof.

      (e)              Dividends
        Payable on Vesting.Whenever Shares are released
        to a Participant under Section 8(d) above
        pursuant to the vesting of Restricted Shares or the Shares underlying Restricted
        Share Units are issued to a Participant pursuant to Section 8(d) above, such
        Participant shall receive (unless otherwise provided in the Award Agreement),
        with respect to each Share released or issued, an amount equal to any cash
        dividends (plus, in the discretion of the Committee, simple interest at a
        rate
        as the Committee may determine) and a number of Shares equal to any stock
        dividends, which were declared and paid to the holders of Shares between
        the
        Grant Date and the date such Share is released or issued.

       

      
        	
                9.

              	
                [Reserved]

              


      

      
        	
                10.

              	
                Performance
                  Awards

              


      

      (a)              Performance
        Units. Subject to the limitations set
        forth in paragraph (b) hereof, the Committee may in its discretion grant
        Performance Units to any Eligible Person and shall evidence such grant in
        an
        Award Agreement that is delivered to the Participant which sets forth the
        terms
        and conditions of the Award.

      (b)              Limitations
        on Awards. The maximum Performance
        Unit Award and the maximum Performance Compensation Award that any one
        Participant may receive for any one performance period shall not together
        exceed
        five percent (5%) of the number of Shares reserved under section 3 of the
        Plan,
        and shall not exceed the Fair Market Value of such number of Shares for Awards
        denominated in cash.

      (c)              Deferral
        Elections. At any time prior to the date
        that is at least six months before the close of a performance period (or
        shorter
        or longer period that the Committee selects) with respect to an Award of
        either
        Performance Units or Performance Compensation, the Committee may permit a
        Participant who is a member of a select group of management or highly
        compensated employees to irrevocably elect, on a form provided by and acceptable
        to the Committee, to defer the receipt of all or a percentage of the cash
        or
        Shares that would otherwise be transferred to the Participant upon the vesting
        of such Award. If the Participant makes this election, the cash or Shares
        subject to the election, and any associated interest and dividends, shall
        be
        credited to an account established pursuant to Section 9 hereof on the date
        such
        cash or Shares would otherwise have been released or issued to the Participant
        pursuant to Section 10(a) above. 

      
        	
                 

                 

              	
                -9-

                 

              


      

       




     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      
        	
                11.

              	
                Taxes

              


      

      (a)              General.
        As a condition to the issuance or
        distribution of Shares pursuant to the Plan, the Participant (or in the case
        of
        the Participant’s death, the person who succeeds to the Participant’s rights)
        shall make such arrangements as the Company may require for the satisfaction
        of
        any applicable withholding tax obligations that may arise in connection with
        the
        Award and the issuance of Shares. The Company shall not be required to issue
        any
        Shares until such obligations are satisfied. If the Committee allows the
        withholding or surrender of Shares to satisfy a Participant’s tax withholding
        obligations, the Committee shall not allow Shares to be withheld in an amount
        that exceeds the minimum statutory withholding rates for tax purposes, including
        payroll taxes.

      (b)              Default
        Rule for Employees. In the absence of any
        other arrangement, an Employee shall be deemed to have directed the Company
        to
        withhold or collect from his or her cash compensation an amount sufficient
        to
        satisfy such tax obligations from the next payroll payment otherwise payable
        after the date of the exercise of an Award.

      (c)              Special
        Rules. In the case of a Participant other
        than an Employee (or in the case of an Employee where the next payroll payment
        is not sufficient to satisfy such tax obligations, with respect to any remaining
        tax obligations), in the absence of any other arrangement and to the extent
        permitted under Applicable Law, the Participant shall be deemed to have elected
        to have the Company withhold from the Shares or cash to be issued pursuant
        to an
        Award that number of Shares having a Fair Market Value determined as of the
        applicable Tax Date (as defined below) or cash equal to the amount required
        to
        be withheld. For purposes of this Section 11, the Fair Market Value of the
        Shares to be withheld shall be determined on the date that the amount of
        tax to
        be withheld is to be determined under the Applicable Law (the “Tax Date”).

      (d)              Surrender
        of Shares. If permitted by the
        Committee, in its discretion, a Participant may satisfy the minimum applicable
        tax withholding and employment tax obligations associated with an Award by
        surrendering Shares to the Company (including Shares that would otherwise
        be
        issued pursuant to the Award) that have a Fair Market Value determined as
        of the
        applicable Tax Date equal to the amount required to be withheld. In the case
        of
        Shares previously acquired from the Company that are surrendered under this
        Section 11, such Shares must have been owned by the Participant for more
        than
        six months on the date of surrender (or such longer period of time the Company
        may in its discretion require).

      (e)              Income
        Taxes Liabilities. Participants are solely
        responsible and liable for the satisfaction of all taxes and penalties that
        may
        arise in connection with Awards, and the Company shall not have any obligation
        to indemnify or otherwise hold any Participant harmless from any or all of
        such
        taxes.

      
        	
                12.

              	
                Non-Transferability
                  of
                  Awards

              


      

      (a)              General.
        Except as set forth in this Section 12,
        or as otherwise approved by the Committee, Awards 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. The designation of a beneficiary
        by a Participant will not constitute a transfer. An Award may be exercised,
        during 

      
        	
                 

                 

              	
                -10-

                 

              


      

       




     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      the
        lifetime of the holder of an Award, only by such holder, the
        duly-authorized legal representative of a Participant who is Disabled, or
        a
        transferee permitted by this Section 12.

      (b)              Limited
        Transferability Rights.Notwithstanding
        anything else in this Section 12, the Committee may in its discretion provide
        in
        an Award Agreement that an Award may be transferred, on such terms and
        conditions as the Committee deems appropriate, either (i) by instrument to
        the
        Participant’s “Immediate Family” (as defined below), (ii) by instrument to an
inter vivos or testamentary trust
        (or other entity) in which the Award is to be passed to the Participant’s
        designated beneficiaries, or (iii) by gift to charitable institutions.


      Any
        transferee of the Participant’s rights shall succeed and be subject
        to all of the terms of this Award Agreement and the Plan. “Immediate Family”
means any child, stepchild, grandchild, parent, stepparent, grandparent,
        spouse,
        former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law,
        daughter-in-law, brother-in-law, or sister-in-law, and shall include adoptive
        relationships.

      
        	
                13.

              	
                Adjustments
                  Upon Changes in Capitalization, Merger or Certain Other
                  Transactions

              


      

      (a)              Changes
        in Capitalization. The number of Shares
        covered by each outstanding Award, and the number of Shares that have been
        authorized for issuance under the Plan but as to which no Awards have yet
        been
        granted or that have been returned to the Plan upon cancellation, forfeiture,
        or
        expiration of an Award, as well as the price per Share covered by each such
        outstanding Award, shall be automatically adjusted to reflect any increase
        or
        decrease in the number of issued Shares resulting from a stock-split, reverse
        stock-split, stock dividend, combination, recapitalization or reclassification
        of the Shares, or any other increase or decrease in the number of issued
        Shares
        effected without receipt of consideration by the Company. In the event of
        any
        such transaction or event, the Committee may provide in substitution for
        any or
        all outstanding Options under the Plan such alternative consideration (including
        securities of any surviving entity) as it may in good faith determine to
        be
        equitable under the circumstances and may require in connection therewith
        the
        surrender of all Options so replaced. In any case, such substitution of
        securities shall not require the consent of any person who is granted Options
        pursuant to the Plan. Except as expressly provided herein, or in an Award
        Agreement, if the Company issues for consideration shares of stock of any
        class
        or securities convertible into shares of stock of any class, the issuance
        shall
        not affect, and no adjustment by reason thereof shall be required to be made
        with respect to the number or price of Shares subject to any award.


      (b)              Dissolution
        or Liquidation. In the event of the
        dissolution or liquidation of the Company other than as part of a Change
        of
        Control, each Award will terminate immediately prior to the consummation
        of such
        action, subject to the ability of the Committee to exercise any discretion
        authorized in the case of a Change in Control.

      (c)             Change
        in Control. In the event of a Change in
        Control, the Committee may in its sole and absolute discretion and authority,
        without obtaining the approval or consent of the Company’s shareholders or any
        Participant with respect to his or her outstanding Awards, take one or more
        of
        the following actions:

      
        	
                 

                 

              	
                -11-

                 

              


      

       




     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      (i)           arrange
        for or otherwise provide that each outstanding Award shall be
        assumed or a substantially similar award shall be substituted by a successor
        corporation or a parent or subsidiary of such successor corporation (the
        “Successor Corporation”);

      (ii)          accelerate
        the vesting of Awards so that Awards shall vest (and, to the
        extent applicable, become exercisable) as to the Shares that otherwise would
        have been unvested and provide that repurchase rights of the Company with
        respect to Shares issued upon exercise of an Award shall lapse as to the
        Shares
        subject to such repurchase right;

      (iii)         arrange
        or otherwise provide for the payment of cash or other
        consideration to Participants in exchange for the satisfaction and cancellation
        of outstanding Awards; or

      (iv)         make
        such other modifications, adjustments or amendments to outstanding
        Awards or this Plan as the Committee deems necessary or appropriate, subject
        however to the terms of Section 15(a) below.

      Notwithstanding
        the above, in the event a Participant holding an Award
        assumed or substituted by the Successor Corporation in a Change in Control
        is
        Involuntarily Terminated by the Successor Corporation in connection with,
        or
        within 12 monthsfollowing consummation of, the Change in
        Control, then any assumed or substituted Award held by the terminated
        Participant at the time of termination shall accelerate and become fully
        vested
        (and exercisable in full in the case of Options and SARs), and any repurchase
        right applicable to any Shares shall lapse in full, unless an Award Agreement
        provides for a more restrictive acceleration or vesting schedule or more
        restrictive limitations on the lapse of repurchase rights or otherwise places
        additional restrictions, limitations and conditions on an Award. The
        acceleration of vesting and lapse of repurchase rights provided for in the
        previous sentence shall occur immediately prior to the effective date of
        the
        Participant’s termination, unless an Award Agreement provides
        otherwise.

      (d)              Certain
        Distributions. In the event of any
        distribution to the Company’s shareholders of securities of any other entity or
        other assets (other than dividends payable in cash or stock of the Company)
        without receipt of consideration by the Company, the Committee may, in its
        discretion, appropriately adjust the price per Share covered by each outstanding
        Award to reflect the effect of such distribution.

      
        	
                14.

              	
                Time
                  of Granting Awards.

              


      

      The
        date of grant (“Grant Date”) of an Award shall
        be the date on which the Committee makes the
        determination granting such Award. 

      
        	
                15.

              	
                Modification
                  of Awards and Substitution of
                  Options.
                  

              


      

      (a)             Modification,
        Extension, and Renewal of Awards.
        No modification of an outstanding Award shall materially and adversely affect
        such Participant’s rights thereunder, unless either the Participant provides
        written consent or there is an express Plan provision permitting the Committee
        to act unilaterally to make the modification. Within the limitations of


      
        	
                 

                 

              	
                -12-

                 

              


      

       




     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      the
        Plan, the Committee may modify an Award to accelerate the rate at
        which an Option or SAR may be exercised (including without limitation permitting
        an Option or SAR to be exercised in full without regard to the installment
        or
        vesting provisions of the applicable Award Agreement or whether the Option
        or
        SAR is at the time exercisable, to the extent it has not previously been
        exercised), to accelerate the vesting of any Award, to extend or renew
        outstanding Awards or to accept the cancellation of outstanding Awards to
        the
        extent not previously exercised. However, the Committee may not, without
        the
        approval of the Company’s shareholders, re-price an outstanding Option or SAR or
        cancel or re-price an outstanding Option or SAR for the purpose of, within
        six
        months before or after, either reissuing the Option or SAR to the Participant
        at
        a lower exercise price or granting a replacement award of a different
        type.

      (b)              Substitution
        of Options.Notwithstanding any
        inconsistent provisions or limits under the Plan, in the event the Company
        or an
        Affiliate acquires (whether by purchase, merger or otherwise) all or
        substantially all of outstanding capital stock or assets of another corporation
        or in the event of any reorganization or similar transaction, the Committee
        may,
        in accordance with the provisions of that Section, substitute Options for
        options under the plan of the acquired company provided (i) the excess of
        the aggregate fair market value of the shares subject to an option immediately
        after the substitution over the aggregate option price of such shares is
        not
        more than the similar excess immediately before such substitution and (ii)
        the
        new option does not give persons additional benefits, including any extension
        of
        the exercise period.

      
        	
                16.

              	
                Term
                  of Plan.

              


      

      The
        Plan shall continue in effect for a term of ten (10) years from its
        effective date as determined under Section 20 below, unless the Plan is sooner
        terminated under Section 17 below.

      
        	
                17.

              	
                Amendment
                  and Termination of the
                  Plan.

              


      

      (a)              Authority
        to Amend or Terminate. Subject to
        Applicable Laws, including requirements to obtain prior security holder
        approval, the Board may from time to time amend, alter, suspend, discontinue,
        or
        terminate the Plan.

      (b)              Effect
        of Amendment or Termination. No amendment,
        suspension, or termination of the Plan shall materially and adversely affect
        Awards already granted unless either it relates to an adjustment pursuant
        to
        Section 13 above, or it is otherwise mutually agreed between the Participant
        and
        the Committee, which agreement must be in writing and signed by the Participant
        and the Company. Notwithstanding the foregoing, the Committee may amend the
        Plan
        to eliminate provisions which are no longer necessary as a result of changes
        in
        tax or securities laws or regulations, or in the interpretation
        thereof.

      
        	
                18.

              	
                Conditions
                  Upon Issuance of Shares. 

              


      

      Notwithstanding
        any other provision of the Plan or any agreement entered
        into by the Company pursuant to the Plan, the Company shall not be obligated,
        and shall have no liability for failure, to issue or deliver any Shares under
        the Plan unless such issuance or delivery would comply with Applicable Law,
        with
        such compliance determined by the Company in consultation with its legal
        counsel.

      
        	
                 

                 

              	
                -13-

                 

              


      

       




     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      
        	
                19.

              	
                Reservation
                  of Shares.
                  

              


      

      The
        Company, during the term of this Plan, will at all times reserve and
        keep available such number of Shares as shall be sufficient to satisfy the
        requirements of the Plan. Neither the Company nor the Committee shall, without
        shareholder approval, allow for a re-pricing within the meaning of the federal
        securities laws applicable to proxy statement disclosures. 

      
        	
                20.

              	
                Effective
                  Date.

              


      

      The
        Plan shall become effective on the date of its approval by the Board;
        provided that the Plan shall be submitted to the Company’s shareholders for
        approval to be given by a resolution passed at a meeting of the Company’s
        shareholders in accordance with the Canada Business Corporations Act and
        to
        acceptance by the Exchange. Awards granted under this Plan before approval
        of
        this Plan by the shareholders shall be granted subject to such approval,
        and no
        Shares shall be distributed before such approval.

       

      If
        not approved by the Company’s shareholders in accordance with
        Applicable Laws (as determined by the Committee in its discretion) within
        one
        year from the date of approval by the Board, this Plan and any Awards shall
        be
        null, void, and of no force and effect. 

       

      
        	
                21.

              	
                Controlling
                  Law.
                  

              


      

      Except
        to the extent otherwise provided in an Award Agreement or a
        Sub-Plan, all disputes relating to or arising from the Plan shall be governed
        by
        the internal substantive laws (and not the laws of conflicts of laws) of
        the
        Cayman Islands. If any provision of this Plan is held by a court of competent
        jurisdiction to be invalid and unenforceable, the remaining provisions shall
        continue to be fully effective.

      
        	
                22.

              	
                Laws
                  And Regulations.

              


      

      The
        Company may, in its discretion, qualify this Plan in any jurisdiction
        where employees reside or are employed, in which case such employees will
        be
        eligible to participate in this Plan. To facilitate the making of any grant
        of
        an Award under this Plan, the Committee may provide for such special terms
        for
        Awards to Participants who are foreign nationals or who are employed by the
        Company or any Affiliate outside of a jurisdiction as the Committee may consider
        necessary or appropriate to accommodate differences in local law, tax policy
        or
        custom. The Company may adopt rules and procedures relating to the operation
        and
        administration of this Plan to accommodate the specific requirements of local
        laws and procedures of particular countries. Without limiting the foregoing,
        the
        Company is specifically authorized to adopt rules and procedures regarding
        the
        conversion of local currency, taxes, withholding procedures and handling
        of
        stock certificates which vary with the customs and requirements of particular
        countries. The Company may adopt sub-plans and establish escrow accounts
        and
        trusts as may be appropriate or applicable to particular locations and
        countries.

      
        	
                23.

              	
                No
                  Shareholder Rights.
                  

              


      

      Neither
        a Participant nor any transferee of a Participant shall have any
        rights as a shareholder of the Company with respect to any Shares underlying
        any
        Award until the date of 

      
        	
                 

                 

              	
                -14-

                 

              


      

       




     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      issuance
        of a share certificate to a Participant or a transferee of a
        Participant for such Shares in accordance with the Company’s governing
        instruments and Applicable Law. Prior to the issuance of Shares pursuant
        to an
        Award, a Participant shall not have the right to vote or to receive dividends
        or
        any other rights as a shareholder with respect to the Shares underlying the
        Award, notwithstanding its exercise in the case of Options and SARs. No
        adjustment will be made for a dividend or other right that is determined
        based
        on a record date prior to the date the stock certificate is issued, except
        as
        otherwise specifically provided for in this Plan.

      
        	
                24.

              	
                No
                  Employment Rights.
                  

              


      

      The
        Plan shall not confer upon any Participant any right to continue an
        employment, service or consulting relationship with the Company, nor shall
        it
        affect in any way a Participant’s right or the Company’s right to terminate the
        Participant’s employment, service, or consulting relationship at any time, with
        or without Cause. Payments and other benefits received by a Participant pursuant
        to an Award shall not be deemed part of a Participant’s regular, recurring
        compensation for purposes of any termination, indemnity or severance pay
        laws
        and shall not be included in, nor have any effect on, the determination of
        benefits under any other employee benefit plan, contract or similar arrangement
        provided by the Company or any Subsidiary, unless expressly so provided by
        such
        other plan, contract or arrangement.

      
        	
                 

                 

              	
                -15-

                 

              


      

       




     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

       

      NINETOWNS
        DIGITAL WORLD TRADE HOLDINGS LIMITED

       

      2006
        SHARE INCENTIVE PLAN

       

      _______________

       

      Appendix
        I: Definitions

      ______________

       

      As
        used in the Plan, the following definitions shall apply:

      “Affiliate”
        means, with respect to any Person (as defined below), any other Person
        that directly or indirectly controls or is controlled by or under common
        control
        with such Person. For the purposes of this definition, “control,” when used with
        respect to any Person, means the possession, direct or indirect, of the power
        to
        direct or cause the direction of the management and policies of such Person
        or
        the power to elect directors, whether through the ownership of voting
        securities, by contract or otherwise; and the terms “affiliated,” “controlling”
and “controlled” have meanings correlative to the foregoing.

      “Applicable
        Law”
        means
        the legal requirements relating to the administration of options and share-based
        plans under any applicable laws of China, Hong Kong, the Cayman Islands,
        any
        other country, and any provincial, state, or local subdivision, any applicable
        stock exchange or automated quotation system rules or regulations, as such
        laws,
        rules, regulations and requirements shall be in place from time to
        time.

      “Award”
        means any award made pursuant to the Plan, including awards made in the
        form of an Option, an SAR, a Restricted Share, a Restricted Share Unit, an
        Unrestricted Share, and a Performance Award, or any combination thereof,
        whether
        alternative or cumulative, authorized by and granted under this Plan.


      “Award
        Agreement”
        means any written document setting forth the terms of an Award that has been
        authorized by the Committee. The Committee shall determine the form or forms
        of
        documents to be used, and may change them from time to time for any
        reason.

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

      “Cause”
for
        termination of a Participant’s Continuous Service will exist if the
        Participant is terminated from employment or other service with the Company
        or
        an Affiliate for any of the following reasons: (i) the Participant’s willful
        failure to substantially perform his or her duties and responsibilities to
        the
        Company or deliberate violation of a material Company policy; (ii) the
        Participant’s commission of any material act or acts of fraud, embezzlement,
        dishonesty, or other willful misconduct; (iii) the Participant’s material
        unauthorized use or disclosure 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 and material breach of any of his or her obligations under
        any written agreement or covenant with the Company.

       

       

       

       

       




     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      The
        Committee shall in its discretion determine whether or not a
        Participant is being terminated for Cause. The Committee’s determination shall,
        unless arbitrary and capricious, be final and binding on the Participant,
        the
        Company, and all other affected persons. The foregoing definition does not
        in
        any way limit the Company’s ability to terminate a Participant’s employment or
        consulting relationship at any time, and the term “Company” will be interpreted
        herein to include any Affiliate or successor thereto, if
        appropriate.

      “Change
        in
        Control”
        means any of the following:

      (I)           any
        Person is or becomes the beneficial owner, directly or indirectly, of
        securities of the Company representing fifty percent (50%) or more of the
        combined voting power of the Company’s then outstanding securities, excluding
        any Person who becomes such a beneficial owner in connection with a transaction
        described in paragraph (III)(B) below;

       

      (II)         the
        following individuals cease for any reason to constitute a majority
        of the number of directors then serving: individuals who, on the date hereof,
        constitute the Board and any new director (other than a director whose initial
        assumption of office is in connection with an actual or threatened election
        contest, including but not limited to a consent solicitation, relating to
        the
        election of directors of the Company) whose appointment or election by the
        Board
        or nomination for election by the Company’s shareholders was approved or
        recommended by the affirmative vote of a majority of the directors then still
        in
        office who either were directors on the date hereof or whose appointment,
        election or nomination for election was previously so approved or recommended
        (“Continuing Directors”);

       

      (III)        there
        is consummated a merger or consolidation of the Company or any direct or
        indirect subsidiary of the Company with any other corporation, other than
        a
        merger or consolidation in which (A) the Company’s shareholders receive or
        retain voting common stock in the Company or the surviving or resulting
        corporation in such transaction on the same pro rata basis as their relative
        percentage ownership of Company common stock immediately preceding such
        transaction and a majority of the entire Board of the Company are or continue
        to
        be Continuing Directors following such transaction, or (B) the Company’s
        shareholders receive voting common stock in the corporation which becomes
        the
        public parent of the Company or its successor in such transaction on the
        same
        pro rata basis as their relative percentage ownership of Company common stock
        immediately preceding such transaction and a majority of the entire Board
        of
        such parent corporation are Continuing Directors immediately following such
        transaction;

       

      (IV)       the
        sale of
        any one or more Company subsidiaries, businesses or assets not in the ordinary
        course of business and pursuant to a shareholder approved plan for the complete
        liquidation or dissolution of the Company; or

       

      (V)         there
        is consummated any sale of assets, businesses or subsidiaries of
        the Company which, at the time of the consummation of the sale, (x) together
        represent fifty percent (50%) or more of the total book value of the Company’s
        assets on a consolidated basis or (y) generated fifty percent (50%) or more
        of
        the Company’s pre-tax income on a consolidated basis in either of the two fully
        completed fiscal years of the Company immediately preceding the year in which
        the Change in Control occurs.

       




    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      Notwithstanding
        the foregoing, a “Change in Control” shall not be deemed
        to have occurred by virtue of the consummation of any transaction or series
        of
        integrated transactions immediately following which the record holders of
        the
        common stock of the Company immediately prior to such transaction or series
        of
        transactions continue to have substantially the same proportionate ownership
        in
        an entity which owns all or substantially all of the assets of the Company
        immediately following such transaction or series of transactions.

       

      “Committee”
        means one or more committees or subcommittees of the Board appointed by
        the Board to administer the Plan in accordance with Section 4
        above.

      “Company”
        means Ninetowns Digital World Trade Holdings Limited, its successors and
        assigns; provided, however, that in the event the Company reincorporates
        to
        another jurisdiction, all references to the term “Company” shall refer to the
        Company in such new jurisdiction.

      “Consultant”
        means any person, including an advisor, who is engaged by the Company or
        any Affiliate to render services and is compensated for such
        services.

      “Continuous
        Service”
        means, notwithstanding any contrary provisions in any applicable agreement
        of
        any nature whatsoever, the uninterrupted period during which an Employee,
        Director or Consultant provides services to the Company at its request, but
        does
        not include any notice or period of payment of an indemnity in lieu of notice
        given upon termination of employment of an Employee for any reason whatsoever,
        if the Employee does not provide services to the Company during said notice
        or
        period. Continuous Service shall not be considered interrupted in the case
        of:
        (i) sick leave; (ii) military leave; (iii) any other leave of absence
        approved by the Committee, provided that such leave is for a period of not
        more
        than 90 days, unless reemployment upon the expiration of such leave is
        guaranteed by contract or statute, or unless provided otherwise pursuant
        to
        Company policy adopted from time to time; (iv) changes in status from
        Director to advisory director or emeritus status; or (iv) in the case of
        transfers between locations of the Company or between the Company, its
        Affiliates or their respective successors. Changes in status between service
        as
        an Employee, Director, and a Consultant will not constitute an interruption
        of
        Continuous Service.

      “Designated
        Broker”
        means a stock brokerage or other financial services firm independent from
        the
        Company or an Affiliate of the Company designated by the Committee from time
        to
        time for the purposes of the Plan. 

      “Director”
means
        a member of the Board who is not an Employee, or a member of the
        board of directors of an Affiliate who is not an Employee.

      “Disabled”
        means a condition under which a Participant --

      (a)         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 can be expected to last for a continuous period of not
        less
        than 12 months, or

      (b)        is,
        by reason of any medically determinable physical or mental impairment which
        can
        be expected to result in death or can be expected to last for a continuous
        period of not 




    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      less
        than 12 months, received income replacement benefits for a period of
        not less than 3 months under an accident or health plan covering employees
        of
        the Company.

      “Eligible
        Person”
        means any Consultant, Director or Employee and includes non-Employees to
        whom an
        offer of employment has been extended.

      “Employee”
        means any person whom the Company or any Affiliate classifies as an
        employee (including an officer) for employment tax purposes, whether or not
        that
        classification is correct. The payment by the Company of a director’s fee to a
        Director shall not be sufficient to constitute “employment” of such Director by
        the Company.

      “Fair
        Market
        Value”
        means, as of any date (the “Determination
        Date”), in any currency specified in an Award Agreement,
        subject to the absolute discretion of the Committee to make any currency
        conversions that the Committee considers necessary or appropriate: (i) the
        closing price of a Share on the NASDAQ Stock Exchange (the “NASDAQ”), on the Determination
        Date, or, if
        shares were not traded on the Determination Date, then on the nearest preceding
        trading day during which a sale occurred; or (ii) if such stock is not
        traded on the NASDAQ or a successor quotation system, but is otherwise traded
        in
        the over-the-counter market, the mean between the representative bid and
        asked
        prices on the Determination Date; or (iii) if subsections (i) and(ii) do
        not apply, the fair market value established in good faith by the Board (and
        satisfactory to the NASDAQ if the Shares are then listed there).

      “Grant
        Date”
        has
        the meaning set forth in Section 14 of the Plan.

      “Involuntary
        Termination” means
        termination of a Participant’s Continuous Service under the
        following circumstances occurring on or after a Change in Control: (i)
        termination without Cause by the Company or an Affiliate or successor thereto,
        as appropriate; or (ii) voluntary termination by the Participant within one
        year
        following (A) a material reduction in the Participant’s job responsibilities,
        provided that neither a mere change in title alone nor reassignment to a
        substantially similar position shall constitute a material reduction in job
        responsibilities; (B) an involuntary relocation of the Participant’s work site
        to a facility or location more than 60 miles from the Participant’s principal
        work site at the time of the Change in Control; or (C) a material reduction
        in
        Participant’s total compensation other than as part of an reduction by the same
        percentage amount in the compensation of all other similarly-situated Employees,
        Directors or Consultants. 

      “Option”
        means any stock option granted pursuant to Section 6 of the
        Plan.

      “Participant”
        means any holder of one or more Awards, or
        the Shares issuable or issued upon exercise of such Awards, under the
        Plan.

      “Performance
        Awards” mean
        Performance Units and Performance Compensation Awards granted
        pursuant to Section 10.

      “Performance
        Compensation
        Awards”
        mean Awards granted pursuant to Section 10(b) of the Plan.




     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      “Performance
        Unit”
        means Awards granted pursuant to Section 10(a) of the Plan which may be paid
        in
        cash, in Shares, or such combination of cash and Shares as the Committee
        in its
        sole discretion shall determine and so shall be set out in the applicable
        Award
        Agreement.

      “Person”
        means any natural person, association, trust, business trust,
        cooperative, corporation, general partnership, joint venture, joint-stock
        company, limited partnership, limited liability company, real estate investment
        trust, regulatory body, governmental agency or instrumentality, unincorporated
        organization or organizational entity.

      “Plan”
        means this Ninetowns Digital World Trade Holdings Limited 2006 Share
        Incentive Plan.

      “Restricted
        Shares”
        mean Shares subject to restrictions imposed pursuant to Section 8 of the
        Plan.

      “Restricted
        Share
        Units”
        mean Awards pursuant to Section 8 of the Plan.

      “Retirement”
means
        termination of employment from the Company by a Participant whose
        age and years of service together equal 90 or more. 

      “SAR”
or
“Share
        Appreciation
        Right” means
        Awards granted pursuant to Section 7 of the Plan.

      “Share”
        means a share of common stock of the Company, as adjusted in accordance
        with Section 13 of the Plan.

      “Unrestricted
        Shares”
        mean Shares awarded pursuant to Section 8 of the Plan. 

       

       

       

       

       




     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

       

      NINETOWNS
        DIGITAL WORLD TRADE HOLDINGS LIMITED

       

      2006
        SHARE INCENTIVE PLAN

       

      _____________________

       

      Appendix
        II: Sub-plan For China

      _____________________

      [This
        sub-plan shall be adopted as necessary by the
        Board]

      This
        Appendix II applies to any Awards that are made to Eligible Persons
        who are residents of China and who are or may become subject to tax under
        Chinese law (i.e. income tax, employment and/or social security tax) as a
        result
        of Awards granted under the Ninetowns Digital World Trade Holdings Limited
        2006
        Stock Incentive Plan (the “Plan”)

      This
        Appendix II shall be read in conjunction with the Plan and is
        subject to the terms and conditions of the Plan; provided that to the extent
        that the terms and conditions of the Plan differ from or conflict with the
        terms
        of this Appendix II, the terms of this Appendix II shall prevail. 

      
        	
                 

                 

              	
                The
                  terms and conditions of this Appendix III are that of the Plan,
                  modified as follows:

                 

              


      

      1.            Application.
        This Sub-plan shall apply only in
        relation to Awards granted to eligible Employees residing and providing services
        in China.

       

      2.            Definitions.
        Unless otherwise defined herein, the
        definitions set forth in Appendix A of the Plan are applicable
        to this Sub-plan.

       

      3.            Special
        Rules. The following provisions shall
        supersede any contrary provisions of the Plan:

       

      
        	
                 

                 

              	
                (a)

                 

              	
                Section
                  __ of the Plan shall be ____________.

                 

              


      

      
        	
                 

                 

              	
                (b)

                 

              	
                Section
                  __ of the Plan shall be ____________.

                 

              


      

      4.            Governing
        Law. The Plan shall be governed by and
        construed in accordance with the laws of the People’s Republic of
        China.

       




     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

       

      NINETOWNS
        DIGITAL WORLD TRADE HOLDINGS LIMITED

      2006
        SHARE INCENTIVE PLAN 

      ___________________

       

      Appendix
        III: Sub-plan For Hong Kong

      __________________

      [This
        sub-plan shall be adopted as necessary by the
        Board]

       

      This
        Appendix III applies to any Awards that are made to Eligible Persons
        who are residents of Hong Kong and who are or may become subject to Hong
        Kong
        tax (i.e. income tax, employment and/or social security tax) as a result
        of
        Awards granted under the Ninetowns Digital World Trade Holdings Limited 2006
        Stock Incentive Plan (the “Plan”).

      This
        Appendix III shall be read in conjunction with the Plan and is
        subject to the terms and conditions of the Plan; provided that to the extent
        that the terms and conditions of the Plan differ from or conflict with the
        terms
        of this Appendix III, the terms of this Appendix III shall prevail.


      
        	
                 

                 

              	
                The
                  terms and conditions of this Appendix III are that of the Plan,
                  modified as follows:

                 

              


      

      1.            Application.
        This Sub-plan shall apply only in
        relation to Awards granted to eligible Employees residing and providing services
        in Hong Kong.

       

      2.            Definitions.
        Unless otherwise defined herein, the
        definitions set forth in Appendix A of the Plan are applicable
        to this Sub-plan.

       

      3.            Special
        Rules. The following provisions shall
        supersede any contrary provisions of the Plan:

       

      
        	
                 

                 

              	
                (a)

                 

              	
                Section
                  __ of the Plan shall be ____________.

                 

              


      

      
        	
                 

                 

              	
                (b)

                 

              	
                Section
                  __ of the Plan shall be ____________.

                 

              


      

      4.            Governing
        Law. The Plan shall be governed by and
        construed in accordance with the laws of Hong Kong.