Unassociated Document


    Exhibit
      4.5

    


    2007
      Equity Performance and Incentive Plan

    


    
      	1	
              Purpose.
                The purpose of the 2007 Equity Performance and Incentive Plan (the
“Plan”)
                is to attract and retain officers, employees, non-employee directors
                and
                consultants for Actions Semiconductor Co., Ltd., a Cayman Islands
                exempted
                company, and its Subsidiaries and to provide to such persons incentives
                to
                stay with the Company and make superior contributions to the Company
                in
                the future.

            


    

     

    
      	2	
              Definitions.
                As
                used in this Plan,

            


    

     

    	(a)  	
            “Board”
              means the Board of Directors of the Company and, to the extent of any
              delegation by the Board to a committee (or subcommittee thereof) pursuant
              to Section 13 of this Plan, such committee (or
              subcommittee).

          


     

    	(b)  	
            “Company”
              means Actions Semiconductor Co., Ltd., a Cayman Islands exempted company,
              or any successor corporation thereto.

          


     

    	(c)  	
            “Date
              of Grant” means the date specified by the Board on which a grant of Option
              Rights or a grant or sale of Restricted Shares or Restricted Share
              Units
              will become effective (which date will not be earlier than the date
              on
              which the Board takes action with respect thereto).
              

          


     

    	(d)  	
            “Director”
              means a member of the Board of Directors of the
              Company.

          


     

    	(e)  	
            “Evidence
              of Award” means an agreement, certificate, resolution or other type or
              form of writing or other evidence approved by the Board that sets forth
              the terms and conditions of the awards granted. An Evidence of Award
              may
              be in an electronic medium, may be limited to notation on the books
              and
              records of the Company and, with the approval of the Board, need not
              be
              signed by a representative of the Company or a Participant.
              

          


     

    	(f)  	
            “Market
              Value per Share” means, as of any particular date, the fair market value
              of one of the Shares of the Company as determined by the
              Board.

          


     

    	(g)  	
            “Optionee”
              means the optionee named in an Evidence of Award evidencing an outstanding
              Option Right.

          


     

    	(h)  	
            “Option
              Price” means the purchase price payable on exercise of an Option
              Right.

          


     

    	(i)  	
            “Option
              Right” means the right to purchase Shares upon exercise of an option
              granted pursuant to Section 4 of this
              Plan.

          


     

    	(j)  	
            “Participant”
              means a person who is selected by the Board to receive benefits under
              this
              Plan and who is at the time an officer, employee, non-employee director
              or
              consultant of the Company or any one or more of its Subsidiaries, or
              who
              has agreed to commence serving in any of such capacities within 90
              days of
              the Date of Grant. The term “Participant” shall also include any person
              who provides services to the Company or a Subsidiary that are equivalent
              to those typically provided by an
              employee.

          


     

    
      
         

      

      
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    	(k)  	
            “PRC”
              means the People’s Republic of China.

          


     

    	(l)  	
            “Restriction
              Period” means the period of time during which Restricted Share Units are
              subject to deferral limitations under Section 6 of this
              Plan.

          


     

    	(m)  	
            “Restricted
              Shares” means Shares granted or sold pursuant to Section 5 of this Plan as
              to which neither the risk of forfeiture nor the prohibition on transfers
              referred to in such Section 5 has
              expired.

          


     

    	(n)  	
            “Restricted
              Share Units” means an award made pursuant to Section 6 of this Plan of the
              right to receive Shares at the end of a specified Restriction
              Period.

          


     

    	(o)  	
            “Shares”
              means the American Depositary Shares representing ordinary shares,
              par
              value US $0.000001 per share, of the Company, or any security into
              which
              such Shares may be changed by reason of any transaction or event of
              the
              type referred to in Section 9 of this
              Plan.

          


     

    	(p)  	
            “Subsidiary”
              means a corporation, company or other entity (i) more than 50 percent
              of
              whose outstanding shares or securities (representing the right to vote
              for
              the election of directors or other managing authority) are, or (ii)
              which
              does not have outstanding shares or securities (as may be the case
              in a
              partnership, joint venture or unincorporated association), but more
              than
              50 percent of whose ownership interest representing the right generally
              to
              make decisions for such other entity is, now or hereafter, owned or
              controlled, directly or indirectly, by the
              Company.

          


     

    
      	3	
              Shares
                Available Under the Plan.
                Subject to adjustment as provided in Section 9 of this Plan, the
                number of
                Shares that may be issued or transferred (i)
                upon the exercise of Option Rights, (ii) as Restricted Shares and
                released
                from the risk of forfeiture thereof, (iii) upon payment of Restricted
                Share Units, or (iv) in payment of dividend equivalents paid with
                respect
                to awards made under the Plan shall not exceed in the aggregate 8,000,000
                Shares. In addition to the Shares authorized by the preceding
                sentence,
                to the extent any award under this Plan otherwise terminates without
                the
                issuance of some or all of the Shares underlying the award to a
                participant or if any Option Right under this Plan terminates without
                having been exercised in full, the Shares underlying such award,
                to the
                extent of any such forfeiture or termination, shall be available
                for
                future grant under this Plan and credited toward the Plan limit.
                Such
                Shares may be
                Shares of original issuance
                or
                Shares that have been previously issued and acquired by the
                Company
                or
                a combination of the foregoing.
                The Board may, at any time, increase or reduce the number of Shares
                subject to this Plan, but not below the number of Shares then issuable
                upon outstanding, unexercised Option Rights and unvested Restricted
                Shares
                and Restricted Share Units. 

            


    

     

    
      	4	
              Option
                Rights.
                The Board may, from time to time and upon such terms and conditions
                as it
                may determine, authorize the granting to Participants of options
                to
                purchase Shares. Each such grant may utilize any or all of the
                authorizations, and will be subject to all of the requirements contained
                in the following provisions:

            


    

     

    	(a)  	
            Each
              grant will specify the number of Shares to which it pertains subject
              to
              the limitations set forth in Section 3 of this
              Plan.

          


     

    
      
         

      

      
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    	(b)  	
            Each
              grant will specify an Option Price per Share, which may not be less
              than
              the Market Value per Share on the Date of
              Grant.

          


     

    	(c)  	
            Each
              grant will specify whether the Option Price will be payable (i) in
              cash or
              by check acceptable to the Company in a currency determined by the
              Board,
              (ii) to the extent authorized by the Board, by the actual or constructive
              transfer to the Company of Shares owned by the Optionee for at least
              six
              months having a value at the time of exercise equal to the total Option
              Price, (iii) by such other method of payment authorized by the Board,
              or
              (iv) by a combination of such methods of
              payment.

          


     

    	(d)  	
            To
              the extent permitted by law, any grant may provide for deferred payment
              of
              the Option Price from the proceeds of sale through a broker on a date
              satisfactory to the Company of some or all of the Shares to which such
              exercise relates.

          


     

    	(e)  	
            Successive
              grants may be made to the same Participant whether or not any Option
              Rights previously granted to such Participant remain
              unexercised.

          


     

    	(f)  	
            Each
              grant will specify the period or periods of continuous service by the
              Optionee with the Company or any Subsidiary that is necessary before
              the
              Option Rights or installments thereof will become exercisable.
              Notwithstanding the foregoing, any such grant of Option Rights may
              provide
              for the immediate exercisability of the Option Right.
              

          


     

    	(g)  	
            Any
              grant of Option Rights may specify management objectives that must
              be
              achieved as a condition to the exercise of such
              rights.

          


     

    	(h)  	
            The
              Board may, on or after the Date of Grant of any Option Rights, provide
              for
              the payment of dividend equivalents to the Optionee on either a current
              or
              deferred or contingent basis or may provide that such equivalents will
              be
              credited against the Option Price. 

          


     

    	(i)  	
            No
              Option Right will be exercisable more than 10 years from the Date of
              Grant.

          


     

    	(j)  	
            The
              Board reserves the discretion after the Date of Grant to provide for
              (i)
              the payment of a cash bonus at the time of exercise; (ii) the availability
              of a loan at exercise; (iii) the right to tender in satisfaction of
              the
              Option Price nonforfeitable, unrestricted Shares, which are already
              owned
              by the Optionee and have a value at the time of exercise that is equal
              to
              the Option Price.

          


     

    	(k)  	
            Each
              grant of Option Rights will be evidenced by an Evidence of Award. Each
              Evidence of Award shall be subject to the Plan and shall contain such
              terms and provisions as the Board may
              approve.

          


     

    
      	5	
              Restricted
                Shares.
                The Board may also authorize the grant or sale of Restricted Shares
                to
                Participants. Each such grant or sale may utilize any or all of the
                authorizations, and will be subject to all of the requirements, contained
                in the following provisions:

            


    

     

    	(a)  	
            Each
              such grant or sale will constitute an immediate transfer of the ownership
              of Shares to the Participant in consideration of the performance of
              services, entitling such Participant to voting, dividend and other
              ownership rights, but subject to the risk of forfeiture and restrictions
              on transfer hereinafter referred to.

          


     

    
      
         

      

      
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    	(b)  	
            Each
              such grant or sale may be made without additional consideration or
              in
              consideration of a payment by such Participant that is less than the
              Market Value per Share at the Date of
              Grant.

          


     

    	(c)  	
            Each
              such grant or sale will provide that the Restricted Shares covered
              by such
              grant or sale will be subject to a risk of forfeiture for a period
              to be
              determined by the Board at the Date of
              Grant.

          


     

    	(d)  	
            Each
              such grant or sale will provide that during the period for which such
              risk
              of forfeiture is to continue, the transferability of the Restricted
              Shares
              will be prohibited or restricted in the manner and to the extent
              prescribed by the Board at the Date of Grant (which restrictions may
              include, without limitation, rights of repurchase or first refusal
              in the
              Company or provisions subjecting the Restricted Shares to a continuing
              risk of repurchase in the hands of any
              transferee).

          


     

    	(e)  	
            Any
              grant of Restricted Shares may specify management objectives that,
              if
              achieved, will result in termination or early termination of the
              restrictions applicable to such Shares.

          


     

    	(f)  	
            Any
              such grant or sale of Restricted Shares may require that any or all
              dividends or other distributions paid thereon during the period of
              such
              restrictions be automatically deferred and reinvested in additional
              Restricted Shares, which may be subject to the same restrictions as
              the
              underlying award.

          


     

    	(g)  	
            Each
              grant or sale of Restricted Shares will be evidenced by an Evidence
              of
              Award and will contain such terms and provisions, consistent with this
              Plan, as the Board may approve. Unless otherwise directed by the Board,
              all certificates representing Restricted Shares will be held in custody
              by
              the Company until all restrictions thereon will have lapsed, together
              with
              a stock power or powers executed by the Participant in whose name such
              certificates are registered, endorsed in blank and covering such
              Shares.

          


     

    
      	6	
              Restricted
                Share Units.
                The Board may also authorize the granting or sale of Restricted Share
                Units to Participants. Each such grant or sale may utilize any or
                all of
                the authorizations, and shall be subject to all of the requirements,
                contained in the following
                provisions:

            


    

     

    	(a)  	
            Each
              such grant or sale shall constitute the agreement by the Company to
              deliver Shares to the Participant in the future in consideration of
              the
              performance of services, but subject to the fulfillment of such conditions
              during the Restriction Period as the Board may
              specify.

          


     

    	(b)  	
            Each
              such grant or sale may be made without additional consideration or
              in
              consideration of a payment by such Participant that is less than the
              Market Value per Share at the Date of
              Grant.

          


     

    
      
         

      

      
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    	(c)  	
            Each
              such grant or sale shall be subject to a Restriction Period, as determined
              by the Board at the Date of Grant.

          


     

    	(d)  	
            During
              the Restriction Period, the Participant shall have no right to transfer
              any rights under his or her award and shall have no rights of ownership
              in
              the Restricted Share Units and shall have no right to vote them, but
              the
              Board may, at or after the Date of Grant, authorize the payment of
              dividend equivalents on the Shares underlying such units on either
              a
              current or deferred or contingent basis, either in cash or in additional
              Shares.

          


     

    	(e)  	
            Each
              grant will specify whether the Restricted Share Units will be payable
              at
              the end of the Restriction Period (i) in cash in a currency determined
              by
              the Board, (ii) by the actual transfer to the Participant of Shares,
              or
              (iii) by a combination of such methods of
              payment.

          


     

    	(f)  	
            Any
              grant of Restricted Share Units may specify management objectives that,
              if
              achieved, will result in termination or early termination of the
              Restriction Period.

          


     

    	(g)  	
            Each
              grant or sale of Restricted Share Units shall be evidenced by an Evidence
              of Award and shall contain such terms and provisions, consistent with
              this
              Plan, as the Board may approve. 

          


     

    
      	7	
              Type
                of Securities Issued.
                In lieu of delivering Shares in connection with an award of Option
                Rights,
                Restricted Shares, or Restricted Shares Units under this Plan, the
                Board
                may provide, at or after the Date of Grant, that the securities to
                be
                issued or transferred in connection with such awards shall be ordinary
                shares, par value US $0.000001, of the
                Company.

            


    

     

    
      	8	
              Transferability.
                

            


    

     

    	(a)  	
            Except
              as otherwise determined by the Board, no Option Right or other security
              granted under this Plan shall be transferable by a Participant other
              than
              by will or the laws of descent and distribution. Except as otherwise
              determined by the Board, Option Rights shall be exercisable during
              the
              Optionee’s lifetime only by him or her or by his or her guardian or legal
              representative. 

          


     

    	(b)  	
            The
              Board may specify at the Date of Grant that part or all of the Shares
              that
              are (i) to be issued or transferred by the Company upon the exercise
              of
              Option Rights or upon the termination of the Restriction Period applicable
              to Restricted Share Units or (ii) no longer subject to the risk of
              forfeiture and restrictions on transfer referred to in Sections 5 and
              6 of
              this Plan, will be subject to further restrictions on
              transfer.

          


     

    
      	9	
              Adjustments.
                The Board shall make or provide for such adjustments in the numbers
                of
                Shares covered by outstanding Option Rights granted hereunder, in
                the
                Option Price, and in the kind of shares covered thereby, as the Board,
                in
                its sole discretion, exercised in good faith, may determine is equitably
                required to prevent dilution or enlargement of the rights of Participants
                that otherwise would result from (a) any stock dividend, stock split,
                combination of shares, recapitalization or other change in the capital
                structure of the Company, (b) any merger, consolidation, spin-off,
                split-off, spin-out, split-up, reorganization, partial or complete
                liquidation or other distribution of assets, issuance of rights or
                warrants to purchase securities, or (c) any other corporate transaction
                or
                event having an effect similar to any of the foregoing. Moreover,
                in the
                event of any such transaction or event, the Board, in its discretion,
                may
                provide in substitution for any or all outstanding awards under this
                Plan
                such alternative consideration as it, in good faith, may determine
                to be
                equitable in the circumstances and may require in connection therewith
                the
                surrender of all awards so replaced. The Board shall also make or
                provide
                for such adjustments in the number of Shares specified in Section
                3 of
                this Plan as the Board in its sole discretion, exercised in good
                faith,
                may determine is appropriate to reflect any transaction or event
                described
                in this Section 9.

            


    

     

    
      
         

      

      
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      	10	
              Fractional
                Shares.
                The Company shall not be required to issue any fractional Shares
                pursuant
                to this Plan. The Board may provide for the elimination of fractions
                or
                for the settlement of fractions in
                cash.

            


    

     

    
      	11	
              Withholding
                Taxes.
                To
                the extent that the Company is required to withhold PRC or other
                taxes in
                connection with any payment made or benefit realized by a Participant
                or
                other person under this Plan, and the amounts available to the Company
                for
                such withholding are insufficient, it will be a condition to the
                receipt
                of such payment or the realization of such benefit that the Participant
                or
                such other person make arrangements satisfactory to the Company for
                payment of the balance of such taxes required to be withheld, which
                arrangements (in the discretion of the Board) may include relinquishment
                of a portion of such benefit.

            


    

     

    
      	12	
              Multiple
                Jurisdictions.
                In order to facilitate the making of any grant under this Plan, the
                Board
                may provide for such special terms for awards to Participants who
                are
                employed by the Company or any of its Subsidiaries in any particular
                jurisdiction other than the PRC, or who are nationals of any particular
                jurisdiction other than the PRC, as the Board may consider necessary
                or
                appropriate to accommodate differences in local law, tax policy or
                custom.
                In addition, the Board may approve such supplements to or restatements
                or
                alternative versions of this Plan, including, without limitation,
                a
                sub-plan to this Plan, as it may consider necessary or appropriate
                for
                such purposes, without thereby affecting the terms of this Plan as
                in
                effect for any other purpose, and the Company Secretary or other
                appropriate officer of the Company may certify any such document
                as having
                been approved and adopted in the same manner as this Plan. No such
                special
                terms, supplements or restatements, however, shall include any provisions
                that are inconsistent with the terms of this Plan as then in effect
                unless
                this Plan could have been amended to eliminate such inconsistency
                without
                further approval by the shareholders of the
                Company.

            


    

     

    
      	13	
              Administration
                of the Plan.
                

            


    

     

    	(a)  	
            This
              Plan will be administered by the Board, which may from time to time
              delegate all or any part of its authority under this Plan to the
              Compensation Committee of the Board (or a subcommittee thereof), as
              constituted from time to time. A majority of the committee (or
              subcommittee) will constitute a quorum, and the action of the members
              of
              the committee (or subcommittee) present at any meeting at which a quorum
              is present, or acts unanimously approved in writing, will be the acts
              of
              the committee (or subcommittee). To the extent of any such delegation,
              references in this Plan to the Board will be deemed to be references
              to
              such committee or subcommittee.

          


     

    
      
         

      

      
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    	(b)  	
            The
              interpretation and construction by the Board of any provision of this
              Plan
              or of any agreement, notification or document evidencing the grant
              of
              Option Rights, Restricted Shares or Restricted Share Units and any
              determination by the Board pursuant to any provision of this Plan or
              of
              any such agreement, notification or document will be final and conclusive.
              No member of the Board will be liable for any such action or determination
              made in good faith.

          


     

    
      	14	
              Amendments,
                Etc.  

            


    

     

    	(a)  	
            The
              Board may at any time and from time to time amend the Plan in whole
              or in
              part; provided,
              however,
              that any amendment which must be approved by the shareholders of the
              Company in order to comply with applicable law or the rules of the
              NASDAQ
              Global Market or, if the Shares are not quoted on the NASDAQ Global
              Market, the principal national securities exchange upon which the Shares
              are traded or quoted, will not be effective unless and until such approval
              has been obtained. Nothing herein shall be construed to limit the
              Company’s authority to offer similar or dissimilar benefits under other
              plans or otherwise with or without further shareholder approval.
              

          


     

    	(b)  	
            The
              Board also may permit Participants to elect to defer the issuance of
              Shares or the settlement of awards in cash under the Plan pursuant
              to such
              rules, procedures or programs as it may establish for purposes of this
              Plan. The Board also may provide that deferred issuances and settlements
              include the payment or crediting of dividend equivalents or interest
              on
              the deferral amounts. 

          


     

    	(c)  	
            The
              Board may condition the grant of any award or combination of awards
              authorized under this Plan on the surrender or deferral by the Participant
              of his or her right to receive a cash bonus or other compensation
              otherwise payable by the Company or a Subsidiary to the
              Participant.

          


     

    	(d)  	
            In
              case of termination of employment by reason of death, disability or
              normal
              or early retirement, or in the case of hardship or other special
              circumstances, of a Participant who holds an Option Right not immediately
              exercisable in full, or any Restricted Shares as to which the risk
              of
              forfeiture or the prohibition or restriction on transfer has not lapsed,
              or any Restricted Share Units as to which the Restriction Period has
              not
              been completed, or who holds Shares subject to any transfer restriction
              imposed pursuant to Section 8(b) of this Plan, the Board may, in its
              sole
              discretion, accelerate the time at which such Option Right may be
              exercised or the time at which such risk of forfeiture or prohibition
              or
              restriction on transfer will lapse or the time when such Restriction
              Period will end or the time when such transfer restriction will terminate
              or may waive any other limitation or requirement under any such
              award.

          


     

    	(e)  	
            This
              Plan shall not confer upon any Participant any right with respect to
              employment or other service with the Company or any Subsidiary (including,
              without limitation, continuation of employment), nor shall it interfere
              in
              any way with any right the Company or any Subsidiary would otherwise
              have
              to terminate such Participant’s employment or other service at any time,
              with or without cause. The terms of employment of an employee shall
              not be
              affected by the execution of this Plan. Awards granted under this Plan
              shall not form a part of the terms of employment of an employee or
              entitle
              such employee to take into account awards granted under this Plan when
              calculating any compensation or damages upon the termination of such
              employee’s employment for any reason.

          


     

    
      
         

      

      
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    	(f)  	
            This
              Plan shall be effective immediately upon its adoption by the Board;
              provided,
              however,
              that the effectiveness of this Plan is conditioned on its approval
              by the
              shareholders of the Company at a meeting duly held within 12 months
              after
              the date this Plan is adopted by the Board. All awards under this Plan
              shall be null and void if the Plan is not approved by the shareholders
              within such 12-month period. 

          


     

    
      	15	
              Governing
                Law.
                The Plan and all grants and awards and actions taken thereunder shall
                be
                governed by and construed in accordance with the internal substantive
                laws
                of the Cayman Islands.

            


    

     

    
      	16	
              Compliance
                with Law.
                The grant of awards and the issuance of Shares in connection with
                such
                awards under this Plan shall be subject to compliance with all applicable
                requirements of the laws of the PRC, the laws of the Cayman Islands,
                and
                United States federal and state law with respect to such securities.
                Option Rights may not be exercised and Restricted Share Units may
                not be
                paid out if the issuance of Shares would constitute a violation of
                any
                such applicable or other laws or regulations or the requirements
                of any
                stock exchange or market system upon which the Shares may then be
                listed.
                In addition, no Option Rights may be exercised and no Restricted
                Share
                Units may be paid out unless (a) a registration statement under the
                United States Securities Act of 1933, as amended (the “Securities Act”),
                shall at the time of exercise of the Option Rights or the payment
                of the
                Restricted Share Units be in effect with respect to the shares issuable
                upon exercise of the Option Rights or the payment of the Restricted
                Share
                Units or (b) in the opinion of legal counsel to the Company, the
                shares issuable upon exercise of the Option Rights or payment of
                the
                Restricted Share Units may be issued in accordance with the terms
                of an
                applicable exemption or exception from the registration requirements
                of
                the Securities Act. The inability of the Company to obtain from any
                regulatory body having jurisdiction the authority, if any, deemed
                by the
                Company’s legal counsel to be necessary to the lawful issuance and sale of
                any Shares hereunder shall relieve the Company of any liability in
                respect
                of the failure to issue or sell such shares as to which such requisite
                authority shall not have been obtained. As a condition to the exercise
                of
                any Option Rights or payment of Restricted Share Units, the Company
                may
                require the Participant to satisfy any qualifications that may be
                necessary or appropriate, to evidence compliance with any applicable
                law
                or regulation and to make any representation or warranty with respect
                thereto as may be requested by the
                Company.

            


    

     

    
      
        	17	
                Termination.
                  No
                  grant will be made under this Plan after January 1, 2020, but all
                  grants
                  made on or prior to such date will continue in effect thereafter
                  subject
                  to the terms thereof and of this
                  Plan.

              


      

    

     

    
      
         

      

      
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