EX-4.15



 Exhibit 4.15 

NEW ORIENTAL EDUCATION & TECHNOLOGY GROUP INC. 

2016 SHARE INCENTIVE PLAN 

(As adopted by the resolutions of the board of directors of the Company dated January 19, 2016) 

1.    Purposes of the Plan. The purposes of this Plan are to attract and retain the best available personnel, to
provide additional incentives to Employees, Directors and Consultants and to promote the success of the Company’s business. 

2.    Definitions. The following definitions shall apply as used herein and in the individual Award Agreements
except as defined otherwise in an individual Award Agreement. In the event a term is separately defined in an individual Award Agreement, such definition shall supersede the definition contained in this Article 2. 

(a)    “Administrator” means the Board or any of the Committees appointed to administer the Plan. 

(b)    “Affiliate” and “Associate” shall have the respective meanings ascribed to such
terms in Rule 12b-2 promulgated under the Exchange Act. 
 (c)    “Applicable Laws” means the
legal requirements relating to the Plan and the Awards under applicable provisions of the corporate and securities laws of the jurisdiction in which the Company is incorporated, the Code, the rules of any applicable stock exchange or national market
system, and the rules of any jurisdiction applicable to Awards granted to residents therein. 

(d)    “Assumed” means that pursuant to a Corporate Transaction either (i) the Award is expressly
affirmed by the Company or (ii) the contractual obligations represented by the Award are expressly assumed (and not simply by operation of law) by the successor entity or its Parent in connection with the Corporate Transaction with appropriate
adjustments to the number and type of securities of the successor entity or its Parent subject to the Award and the exercise or purchase price thereof which at least preserves the compensation element of the Award existing at the time of the
Corporate Transaction as determined in accordance with the instruments evidencing the agreement to assume the Award. 

(e)    “Award” means the grant of an Option, SAR, Dividend Equivalent Right, Restricted Share, Restricted
Share Unit or other right or benefit under the Plan. 
 (f)    “Award Agreement” means the written
agreement evidencing the grant of an Award executed by the Company and the Grantee, including any amendments thereto. 

(g)    “Board” means the Board of Directors of the Company. 







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

(i)    the direct or indirect acquisition by any person or related group of persons (other than an
acquisition from or by the Company or by a Company-sponsored employee benefit plan or by a person that directly or indirectly controls, is controlled by, or is under common control with, the Company) of beneficial ownership (within the meaning of
Rule 13d-3 of the Exchange Act) of securities possessing more than fifty percent (50%) of the total combined voting power of the Company’s outstanding securities pursuant to a tender or exchange offer made directly to the
Company’s shareholders which a majority of the Continuing Directors who are not Affiliates or Associates of the offeror do not recommend such shareholders accept, or 

(ii)    a change in the composition of the Board over a period of twelve (12) months or less such that
a majority of the Board members (rounded up to the next whole number) ceases, by reason of one or more contested elections for Board membership, to be comprised of individuals who are Continuing Directors. 

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

(k)    “Committee” means any committee composed of members of the Board or individuals appointed by the
Board to administer the Plan. 
 (l)    “Company” means New Oriental Education & Technology
Group Inc., a company organized under the laws of the Cayman Islands or any successor corporation that adopts the Plan in connection with a Corporate Transaction. 

(m)     “Consultant” means any person (other than an Employee or a Director, solely with respect to
rendering services in such person’s capacity as a Director) who is engaged by the Company or any Related Entity to render consulting or advisory services to the Company or such Related Entity. 

(n)    “Continuing Directors” means members of the Board who either (i) have been Board members
continuously for a period of at least twelve (12) months or (ii) have been Board members for less than twelve (12) months and were elected or nominated for election as Board members by at least a majority of the Board members
described in clause (i) who were still in office at the time such election or nomination was approved by the Board. 

  
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 (o)    “Continuous Service” means that the provision of
services to the Company or a Related Entity in any capacity of Employee, Director or Consultant is not interrupted or terminated. In jurisdictions requiring notice in advance of an effective termination as an Employee, Director or Consultant,
Continuous Service shall be deemed terminated upon the actual cessation of providing services to the Company or a Related Entity notwithstanding any required notice period that must be fulfilled before a termination as an Employee, Director or
Consultant can be effective under Applicable Laws. A Grantee’s Continuous Service shall be deemed to have terminated either upon an actual termination of Continuous Service or upon the entity for which the Grantee provides services ceasing to
be a Related Entity. Continuous Service shall not be considered interrupted in the case of (i) any approved leave of absence, (ii) transfers among the Company, any Related Entity, or any successor, in any capacity of Employee, Director or
Consultant, or (iii) any change in status as long as the individual remains in the service of the Company or a Related Entity in any capacity of Employee, Director or Consultant (except as otherwise provided in the Award Agreement). An approved
leave of absence shall include sick leave, military leave, or any other authorized personal leave. For purposes of each Incentive Share Option granted under the Plan, if such leave exceeds three (3) months, and reemployment upon expiration of
such leave is not guaranteed by statute or contract, then the Incentive Share Option shall be treated as a Non-Qualified Share Option on the day three (3) months and one (1) day following the expiration of such three (3) month period.

 (p)     “Corporate Transaction” means any of the following transactions, provided, however, that the
Administrator shall determine under parts (iv) and (v) whether multiple transactions are related, and its determination shall be final, binding and conclusive: 

(i)    an amalgamation, arrangement or consolidation in which the Company is not the surviving entity,
except for a transaction the principal purpose of which is to change the jurisdiction in which the Company is incorporated; 

(ii)    the sale, transfer or other disposition of all or substantially all of the assets of the Company;

 (iii)    the complete liquidation or dissolution of the Company; 

(iv)    any reverse takeover or series of related transactions culminating in a reverse takeover
(including, but not limited to, a tender offer followed by a reverse takeover) in which the Company is the surviving entity but (A) the Ordinary Shares outstanding immediately prior to such takeover are converted or exchanged by virtue of the
takeover into other property, whether in the form of securities, cash or otherwise, or (B) in which securities possessing more than forty percent (40%) of the total combined voting power of the Company’s outstanding securities are
transferred to a person or persons different from those who held such securities immediately prior to such takeover or the initial transaction culminating in such takeover, but excluding any such transaction or series of related transactions that
the Administrator determines shall not be a Corporate Transaction; or 
 (v)    acquisition in a single
or series of related transactions by any person or related group of persons (other than the Company or by a Company-sponsored employee benefit plan) of beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) of securities
possessing more than fifty percent (50%) of the total combined voting power of the Company’s outstanding securities but excluding any such transaction or series of related transactions that the Administrator determines shall not be a
Corporate Transaction. 

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

(s)    “Dividend Equivalent Right” means a right entitling the Grantee to compensation measured by
dividends paid with respect to Ordinary Shares. 
 (t)    “Employee” means any person, including an
Officer or Director, who is in the employ of the Company or any Related Entity, subject to the control and direction of the Company or any Related Entity as to both the work to be performed and the manner and method of performance. The payment of a
director’s fee by the Company or a Related Entity shall not be sufficient to constitute “employment” by the Company. 

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

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

 (i)    If the Ordinary Shares are listed on one or more established stock exchanges or national market
systems, including without limitation The Nasdaq National Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market, its Fair Market Value shall be the closing sales price for such shares (or the closing bid, if no sales were reported) as
quoted on the principal exchange or system on which the Ordinary Shares are listed (as determined by the Administrator) on the date of determination (or, if no closing sales price or closing bid was reported on that date, as applicable, on the last
trading date such closing sales price or closing bid was reported), as reported in The Wall Street Journal or such other source as the Administrator deems reliable; 

(ii)    If the Ordinary Shares are regularly quoted on an automated quotation system (including the OTC
Bulletin Board) or by a recognized securities dealer, its Fair Market Value shall be the closing sales price for such shares as quoted on such system or by such securities dealer on the date of determination, but if selling prices are not reported,
the Fair Market Value of an Ordinary Share shall be the mean between the high bid and low asked prices for the Ordinary Shares on the date of determination (or, if no such prices were reported on that date, on the last date such prices were
reported), as reported in The Wall Street Journal or such other source as the Administrator deems reliable; or 

  
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 (iii)    In the absence of an established market for the
Ordinary Shares of the type described in (i) and (ii), above, the Fair Market Value thereof shall be determined by the Administrator in good faith. 

(w)    “Grantee” means an Employee, Director or Consultant who receives an Award under the Plan. 

(x)    “Incentive Share Option” means an Option intended to qualify as an incentive stock option within
the meaning of Section 422 of the Code 
 (y)    “Non-Qualified Share Option” means an Option not
intended to qualify as an Incentive Share Option. 
 (z)    “Officer” means a person who is an officer
of the Company or a Related Entity within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder. 

(aa)    “Option” means an option to purchase Shares pursuant to an Award Agreement granted under the
Plan. 
 (bb)    “Ordinary Share” means a common share of nominal or par value, of the Company, or, if
applicable, the number or fraction of American Depositary Receipt representing an Ordinary Share. 

(cc)    “Parent” means a “parent corporation”, whether now or hereafter existing, as defined in
Section 424(e) of the Code. 
 (dd)    “Plan” means this 2016 Share Incentive Plan, as may be
amended from time to time. 
 (ee)    “Registration Date” means the first to occur of (i) the
closing of the first sale to the general public pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission under the Securities Act of 1933, as amended, of (A) the Ordinary Shares or
(B) the same class of securities of a successor corporation (or its Parent) issued pursuant to a Corporate Transaction in exchange for or in substitution of the Ordinary Shares; and (ii) in the event of a Corporate Transaction, the date of
the consummation of the Corporate Transaction if the same class of securities of the successor corporation (or its Parent) issuable in such Corporate Transaction shall have been sold to the general public pursuant to a registration statement filed
with and declared effective by the Securities and Exchange Commission under the Securities Act of 1933, as amended, on or prior to the date of consummation of such Corporate Transaction. 

(ff)    “Related Entity” means any Parent or Subsidiary of the Company. 

  
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 (gg)    “Replaced” means that pursuant to a Corporate
Transaction the Award is replaced with a comparable share or stock award or a cash incentive program of the Company, the successor entity (if applicable) or Parent of either of them which preserves the compensation element of such Award
existing at the time of the Corporate Transaction and provides for subsequent payout in accordance with the same (or a more favorable) vesting schedule applicable to such Award. The determination of Award comparability shall be made by the
Administrator and its determination shall be final, binding and conclusive. 
 (hh)    “Restricted
Share” means a Share issued under the Plan to the Grantee for such consideration, if any, and subject to such restrictions on transfer, rights of first refusal, repurchase provisions, forfeiture provisions, and other terms and conditions as
established by the Administrator. 
 (ii)    “Restricted Share Units” means an Award which may be
earned in whole or in part upon the passage of time or the attainment of performance criteria established by the Administrator and which may be settled for cash, Shares or other securities or a combination of cash, Shares or other securities as
established by the Administrator. 
 (jj)    “Rule 16b-3” means Rule 16b-3
promulgated under the Exchange Act or any successor thereto. 
 (kk)    “SAR” means a share
appreciation right entitling the Grantee to Shares or cash compensation, as established by the Administrator, measured by appreciation in the value of Ordinary Shares. 

(ll)    “Share” means an Ordinary Share of the Company. 

(mm)    “Subsidiary” means a “subsidiary corporation”, whether now or hereafter existing, as
defined in Section 424(f) of the Code. 
 3.    Shares Subject to the Plan. 

(a)    Subject to the provisions of Article 10, below, the maximum aggregate number of Shares which may be issued
pursuant to all Awards (including Incentive Share Options) is 10,000,000 Shares. The Shares to be issued pursuant to Awards may be authorized, but unissued Ordinary Shares. 

(b)    Any Shares covered by an Award (or portion of an Award) which is forfeited, cancelled or expires (whether
voluntarily or involuntarily) shall be deemed not to have been issued for purposes of determining the maximum aggregate number of Shares which may be issued under the Plan. Shares that actually have been issued under the Plan pursuant to an Award
shall not be returned to the Plan and shall not become available for future issuance under the Plan, except that if unvested Shares are forfeited or repurchased by the Company at their original issue price, such Shares shall become available for
future grant under the Plan. 

  
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 4.    Administration of the Plan. 

(a)    Plan Administrator. 

(i)    Administration with Respect to Directors and Officers. With respect to grants of Awards to
Directors or Employees who are also Officers or Directors of the Company, the Plan shall be administered by (A) the Board or (B) a Committee designated by the Board, which Committee shall be constituted in such a manner as to satisfy the
Applicable Laws and to permit such grants and related transactions under the Plan to be exempt from Section 16(b) of the Exchange Act in accordance with Rule 16b-3. Once appointed, such Committee shall continue to serve in its designated
capacity until otherwise directed by the Board. 
 (ii)    Administration With Respect to Consultants
and Other Employees. With respect to grants of Awards to Employees or Consultants who are neither Directors nor Officers of the Company, the Plan shall be administered by (A) the Board or (B) a Committee designated by the Board, which
Committee shall be constituted in such a manner as to satisfy the Applicable Laws. Once appointed, such Committee shall continue to serve in its designated capacity until otherwise directed by the Board. The Board may authorize one or more Officers
to grant such Awards and may limit such authority as the Board determines from time to time. 

(iii)    Administration Errors. In the event an Award is granted in a manner inconsistent with the
provisions of this subsection (a), such Award shall be presumptively valid as of its grant date to the extent permitted by the Applicable Laws. 

(b)    Powers of the Administrator. Subject to Applicable Laws and the provisions of the Plan (including any other
powers given to the Administrator hereunder), and except as otherwise provided by the Board, the Administrator shall have the authority, in its discretion: 

(i)    to select the Employees, Directors and Consultants to whom Awards may be granted from time to time
hereunder; 
 (ii)    to determine whether and to what extent Awards are granted hereunder; 

(iii)    to determine the number of Shares or the amount of other consideration to be covered by each Award
granted hereunder; 
 (iv)    to approve forms of Award Agreements for use under the Plan; 

(v)    to determine the terms and conditions of any Award granted hereunder; 

(vi)    to amend the terms of any outstanding Award granted under the Plan, provided that any amendment
that would adversely affect the Grantee’s rights under an outstanding Award shall not be made without the Grantee’s written consent, provided, however, that an amendment or modification that may cause an Incentive Share Option to become a
Non-Qualified Share Option shall not be treated as adversely affecting the rights of the Grantee; 

  
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 (vii)    to construe and interpret the terms of the Plan and
Awards, including without limitation, any notice of award or Award Agreement, granted pursuant to the Plan; 

(viii)    to grant Awards to Employees, Directors and Consultants employed outside the United States on
such terms and conditions different from those specified in the Plan as may, in the judgment of the Administrator, be necessary or desirable to further the purpose of the Plan; 

(ix)    to take such other action, not inconsistent with the terms of the Plan, as the Administrator deems
appropriate. 
 The express grant in the Plan of any specific power to the Administrator shall not be construed as limiting any power or authority of the
Administrator; provided that the Administrator may not exercise any right or power reserved to the Board. Any decision made, or action taken, by the Administrator or in connection with the administration of this Plan shall be final, conclusive and
binding on all persons having an interest in the Plan. 
 (c)    Indemnification. In addition to such other
rights of indemnification as they may have as members of the Board or as Officers or Employees of the Company or a Related Entity, members of the Board and any Officers or Employees of the Company or a Related Entity to whom authority to act for the
Board, the Administrator or the Company is delegated shall be defended and indemnified by the Company to the extent permitted by law on an after-tax basis against all reasonable expenses, including attorneys’ fees, actually and necessarily
incurred in connection with the defense of any claim, investigation, action, suit or proceeding, or in connection with any appeal therein, to which they or any of them may be a party by reason of any action taken or failure to act under or in
connection with the Plan, or any Award granted hereunder, and against all amounts paid by them in settlement thereof (provided such settlement is approved by the Company) or paid by them in satisfaction of a judgment in any such claim,
investigation, action, suit or proceeding, except in relation to matters as to which it shall be adjudged in such claim, investigation, action, suit or proceeding that such person is liable for gross negligence, bad faith or intentional misconduct;
provided, however, that within thirty (30) days after the institution of such claim, investigation, action, suit or proceeding, such person shall offer to the Company, in writing, the opportunity at the Company’s expense to defend the
same. 
 5.    Eligibility. Awards other than Incentive Share Options may be granted to Employees, Directors and
Consultants. Incentive Share Options may be granted only to Employees of the Company or a Parent or a Subsidiary of the Company. An Employee, Director or Consultant who has been granted an Award may, if otherwise eligible, be granted additional
Awards. Awards may be granted to such Employees, Directors or Consultants who are residing in non-U.S. jurisdictions as the Administrator may determine from time to time. 

  
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 6.    Terms and Conditions of Awards. 

(a)    Types of Awards. The Administrator is authorized under the Plan to award any type of arrangement to an
Employee, Director or Consultant that is not inconsistent with the provisions of the Plan and that by its terms involves or might involve the issuance of (i) Shares, (ii) cash or (iii) an Option, a SAR, or similar right with a fixed
or variable price related to the Fair Market Value of the Shares and with an exercise or conversion privilege related to the passage of time, the occurrence of one or more events, or the satisfaction of performance criteria or other conditions. Such
awards include, without limitation, Options, SARs, sales or bonuses of Restricted Share, Restricted Share Units or Dividend Equivalent Rights, and an Award may consist of one such security or benefit, or two (2) or more of them in any
combination or alternative. 
 (b)    Designation of Award. Each Award shall be designated in the Award
Agreement. In the case of an Option, the Option shall be designated as either an Incentive Share Option or a Non-Qualified Share Option. However, notwithstanding such designation, an Option will qualify as an Incentive Share Option under the Code
only to the extent the $100,000 dollar limitation of Section 422(d) of the Code is not exceeded. The $100,000 limitation of Section 422(d) of the Code is calculated based on the aggregate Fair Market Value of the Shares subject to Options
designated as Incentive Share Options which become exercisable for the first time by a Grantee during any calendar year (under all plans of the Company or any Parent or Subsidiary of the Company). For purposes of this calculation, Incentive Share
Options shall be taken into account in the order in which they were granted, and the Fair Market Value of the Shares shall be determined as of the grant date of the relevant Option. 

(c)    Conditions of Award. Subject to the terms of the Plan, the Administrator shall determine the provisions,
terms, and conditions of each Award including, but not limited to, the Award vesting schedule, repurchase provisions, rights of first refusal, forfeiture provisions, form of payment (cash, Shares, or other consideration) upon settlement of the
Award, payment contingencies, and satisfaction of any performance criteria. The performance criteria established by the Administrator may be based on any one of, or combination of, the following: (i) increase in share price, (ii) earnings
per share, (iii) total shareholder return, (iv) operating margin, (v) gross margin, (vi) return on equity, (vii) return on assets, (viii) return on investment, (ix) operating income, (x) net operating income,
(xi) pre-tax profit, (xii) cash flow, (xiii) revenue, (xiv) expenses, (xv) earnings before interest, taxes and depreciation, (xvi) economic value added and (xvii) market share. The performance criteria may be
applicable to the Company, Related Entities and/or any individual business units of the Company or any Related Entity. Partial achievement of the specified criteria may result in a payment or vesting corresponding to the degree of achievement as
specified in the Award Agreement. 
 (d)    Acquisitions and Other Transactions. The Administrator may issue
Awards under the Plan in settlement, assumption or substitution for, outstanding awards or obligations to grant future awards in connection with the Company or a Related Entity acquiring another entity, an interest in another entity or an additional
interest in a Related Entity whether by merger, share purchase, asset purchase or other form of transaction. 

  
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 (e)    Deferral of Award Payment. The Administrator may establish one
or more programs under the Plan to permit selected Grantees the opportunity to elect to defer receipt of consideration upon exercise of an Award, satisfaction of performance criteria, or other event that absent the election would entitle the Grantee
to payment or receipt of Shares or other consideration under an Award. The Administrator may establish the election procedures, the timing of such elections, the mechanisms for payments of, and accrual of interest or other earnings, if any, on
amounts, Shares or other consideration so deferred, and such other terms, conditions, rules and procedures that the Administrator deems advisable for the administration of any such deferral program; provided however that any such deferrals shall be
made in accordance with Section 409A of the Code to the extent applicable to the Grantee. 
 (f)    Separate
Programs. The Administrator may establish one or more separate programs under the Plan for the purpose of issuing particular forms of Awards to one or more classes of Grantees on such terms and conditions as determined by the Administrator from
time to time. 
 (g)    Early Exercise. The Award Agreement may, but need not, include a provision whereby the
Grantee may elect at any time while an Employee, Director or Consultant to exercise any part or all of the Award prior to full vesting of the Award. Any unvested Shares received pursuant to such exercise may be subject to a repurchase right in favor
of the Company or a Related Entity or to any other restriction the Administrator determines to be appropriate. 

(h)    Term of Award. The term of each Award shall be the term stated in the Award Agreement, provided, however,
that the term of an Incentive Share Option shall be no more than ten (10) years from the date of grant thereof. However, in the case of an Incentive Share Option granted to a Grantee who, at the time the Option is granted, owns shares
representing more than ten percent (10%) of the voting power of all classes of shares of the Company or any Parent or Subsidiary of the Company, the term of the Incentive Share Option shall be five (5) years from the date of grant
thereof or such shorter term as may be provided in the Award Agreement. Notwithstanding the foregoing, the specified term of any Award shall not include any period for which the Grantee has elected to defer the receipt of the Shares or cash issuable
pursuant to the Award. 
 (i)    Transferability of Awards. Incentive Share Options may not be sold, pledged,
assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the Grantee, only by the Grantee. Other Awards shall be transferable
(i) by will and by the laws of descent and distribution and (ii) during the lifetime of the Grantee, to the extent and in the manner authorized by the Administrator. Notwithstanding the foregoing, the Grantee may designate one or more
beneficiaries of the Grantee’s Award in the event of the Grantee’s death on a beneficiary designation form provided by the Administrator. 

(j)    Time of Granting Awards. The date of grant of an Award shall for all purposes be the date on which the
Administrator makes the determination to grant such Award, or such other date as is determined by the Administrator. 

  
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 7.    Award Exercise or Purchase Price, Consideration and Taxes. 

(a)    Exercise or Purchase Price. The exercise or purchase price, if any, for an Award shall be as follows: 

(i)    In the case of an Incentive Share Option: 

(A)    granted to an Employee who, at the time of the grant of such Incentive Share Option owns shares
representing more than ten percent (10%) of the voting power of all classes of shares of the Company or any Parent or Subsidiary of the Company, the per Share exercise price shall be not less than one hundred ten percent (110%) of the Fair
Market Value per Share on the date of grant; or 
 (B)    granted to any Employee other than an Employee
described in the preceding paragraph, the per Share exercise price shall be not less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant. 

(ii)    In the case of a Non-Qualified Share Option, the per Share exercise price shall be not less than
one hundred percent (100%) of the Fair Market Value per Share on the date of grant unless otherwise determined by the Administrator. 

(iii)    In the case of other Awards, such price as is determined by the Administrator. 

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

(b)    Consideration. Subject to Applicable Laws, the consideration to be paid for the Shares to be issued upon
exercise or purchase of an Award including the method of payment, shall be determined by the Administrator. In addition to any other types of consideration the Administrator may determine, the Administrator is authorized to accept as consideration
for Shares issued under the Plan the following, provided that the portion of the consideration equal to the par value of the Shares must be paid in cash or other legal consideration permitted by the applicable corporate law of the jurisdiction in
the Company is incorporated: 
 (i)    cash; 

(ii)    check; 

(iii)    if the exercise or purchase occurs on or after the Registration Date, surrender of Shares or
delivery of a properly executed form of attestation of ownership of Shares as the Administrator may require which have a Fair Market Value on the date of surrender or attestation equal to the aggregate exercise price of the Shares as to which said
Award shall be exercised, provided, however, that Shares acquired under the Plan or any other equity compensation plan or agreement of the Company must have been held by the Grantee for a period of more than six (6) months (and not used for
another Award exercise by attestation during such period); 

  
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 (iv)    with respect to Options, if the exercise occurs on or
after the Registration Date, payment through a broker-dealer sale and remittance procedure pursuant to which the Grantee (A) shall provide written instructions to a Company designated brokerage firm to effect the immediate sale of some or all
of the purchased Shares and remit to the Company sufficient funds to cover the aggregate exercise price payable for the purchased Shares and (B) shall provide written directives to the Company to deliver the certificates for the purchased
Shares directly to such brokerage firm in order to complete the sale transaction; or 
 (v)    any combination of the
foregoing methods of payment. 
 The Administrator may at any time or from time to time, by adoption of or by amendment to the standard forms of Award
Agreement described in Section 4(b)(iv), or by other means, grant Awards which do not permit all of the foregoing forms of consideration to be used in payment for the Shares or which otherwise restrict one or more forms of consideration. 

(c)    Taxes. No Shares shall be delivered under the Plan to any Grantee or other person until such Grantee or
other person has made arrangements acceptable to the Administrator for the satisfaction of any non-U.S., federal, state, or local income and employment tax withholding obligations, including, without limitation, obligations incident to the receipt
of Shares. Upon exercise or vesting of an Award the Company shall withhold or collect from Grantee an amount sufficient to satisfy such tax obligations, including, but not limited to, by surrender of the whole number of Shares covered by the Award
sufficient to satisfy the minimum applicable tax withholding obligations incident to the exercise or vesting of an Award. 

8.    Exercise of Award. 

(a)    Procedure for Exercise; Rights as a Shareholder. 

(i)    Any Award granted hereunder shall be exercisable at such times and under such conditions as
determined by the Administrator under the terms of the Plan and specified in the Award Agreement. 

(ii)    An Award shall be deemed to be exercised when written notice of such exercise has been given to the
Company in accordance with the terms of the Award by the person entitled to exercise the Award and full payment for the Shares with respect to which the Award is exercised has been made, including, to the extent selected, use of the broker-dealer
sale and remittance procedure to pay the purchase price as provided in Section 7(b)(iv). 

  
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 (b)    Exercise of Award Following Termination of Continuous Service.

 (i)    An Award may not be exercised after the termination date of such Award set forth in the Award
Agreement and may be exercised following the termination of a Grantee’s Continuous Service only to the extent provided in the Award Agreement. 

(ii)    Where the Award Agreement permits a Grantee to exercise an Award following the termination of the
Grantee’s Continuous Service for a specified period, the Award shall terminate to the extent not exercised on the last day of the specified period or the last day of the original term of the Award, whichever occurs first. 

(iii)    Any Award designated as an Incentive Share Option to the extent not exercised within the time
permitted by law for the exercise of Incentive Share Options following the termination of a Grantee’s Continuous Service shall convert automatically to a Non-Qualified Share Option and thereafter shall be exercisable as such to the extent
exercisable by its terms for the period specified in the Award Agreement. 
 9.    Conditions Upon Issuance of
Shares. 
 (a)    Shares shall not be issued pursuant to the exercise of an Award unless the exercise of such Award
and the issuance and delivery of such Shares pursuant thereto shall comply with all Applicable Laws, and shall be further subject to the approval of counsel for the Company with respect to such compliance. 

(b)    As a condition to the exercise of an Award, the Company may require the person exercising such Award to represent
and warrant at the time of any such exercise that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required
by any Applicable Laws. 
 10.    Adjustments Upon Changes in Capitalization. Subject to any required action by
the shareholders of the Company, the number of Shares covered by each outstanding Award, and the number of Shares which have been authorized for issuance under the Plan but as to which no Awards have yet been granted or which have been returned to
the Plan, the exercise or purchase price of each such outstanding Award, as well as any other terms that the Administrator determines require adjustment shall be proportionately adjusted for (i) any increase or decrease in the number of issued
Shares resulting from a share split, reverse share split, share dividend, combination or reclassification of the Shares, or similar transaction affecting the Shares, (ii) any other increase or decrease in the number of issued Shares effected
without receipt of consideration by the Company, or (iii) as the Administrator may determine in its discretion, any other transaction with respect to Ordinary Shares including a corporate merger, consolidation, acquisition of property or
shares, separation (including a spin-off or other distribution of shares or property), reorganization, liquidation (whether partial or complete) or any similar transaction; provided, however that conversion of any convertible securities of the
Company shall not be deemed to have been “effected without receipt of consideration.” In the event of any distribution of cash or other assets to shareholders other than a normal cash dividend, the Administrator may also, in its
discretion, make adjustments in connection with the events described in (i)-(iii) of this Article 10 or substitute, exchange or grant Awards with respect to the shares of a Related Entity (collectively “adjustments”). In
determining adjustments to be made under this Article 10, the Administrator may take into account such factors as it deems appropriate, including (x) the restrictions of Applicable Law, (y) the potential tax, accounting or other
consequences of an adjustment and (z) the possibility that some Grantees might receive an adjustment and a distribution or other unintended benefit, and in light of such factors or circumstances may make adjustments that are not uniform or
proportionate among outstanding Awards, modify vesting dates, defer the delivery of share certificates or make other equitable adjustments. Any such adjustments to outstanding Awards will be effected in a manner that precludes the material
enlargement of rights and benefits under such Awards. Adjustments, if any, and any determinations or interpretations, including any determination of whether a distribution is other than a normal cash dividend, shall be made by the Administrator and
its determination shall be final, binding and conclusive. In connection with the foregoing adjustments, the Administrator may, in its discretion, prohibit the exercise of Awards during certain periods of time. Except as the Administrator determines,
no issuance by the Company of shares of any class, or securities convertible into shares of any class, shall affect, and no adjustment by reason hereof shall be made with respect to, the number or price of Shares subject to an Award. 

  
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 11.    Corporate Transactions and Changes in Control. 

(a)    Termination of Award to Extent Not Assumed in Corporate Transaction. Effective upon the consummation of a
Corporate Transaction, all outstanding Awards under the Plan shall terminate. However, all such Awards shall not terminate to the extent they are Assumed in connection with the Corporate Transaction. 

(b)    Acceleration of Award Upon Corporate Transaction or Change in Control. 

(i)    Corporate Transaction. Except as provided otherwise in an individual Award Agreement, in the
event of a Corporate Transaction and: 
 (A)    for the portion of each Award that is Assumed or
Replaced, then such Award (if Assumed), the replacement Award (if Replaced), or the cash incentive program (if Replaced) automatically shall become fully vested, exercisable and payable and be released from any repurchase or forfeiture rights (other
than repurchase rights exercisable at Fair Market Value) for all of the Shares at the time represented by such Assumed or Replaced portion of the Award, immediately upon termination of the Grantee’s Continuous Service if such Continuous Service
is terminated by the successor company or the Company without Cause within twelve (12) months after the Corporate Transaction; and 

(B)    for the portion of each Award that is neither Assumed nor Replaced, such portion of the Award shall
automatically become fully vested and exercisable and be released from any repurchase or forfeiture rights (other than repurchase rights exercisable at Fair Market Value) for all of the Shares at the time represented by such portion of the Award,
immediately prior to the specified effective date of such Corporate Transaction, provided that the Grantee’s Continuous Service has not terminated prior to such date. 

  
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 (ii)    Change in Control. Except as provided
otherwise in an individual Award Agreement, following a Change in Control (other than a Change in Control which also is a Corporate Transaction) and upon the termination of the Continuous Service of a Grantee if such Continuous Service is terminated
by the Company or Related Entity without Cause within twelve (12) months after a Change in Control, each Award of such Grantee which is at the time outstanding under the Plan automatically shall become fully vested and exercisable and be
released from any repurchase or forfeiture rights (other than repurchase rights exercisable at Fair Market Value), immediately upon the termination of such Continuous Service. 

(c)    Effect of Acceleration on Incentive Share Options. Any Incentive Share Option accelerated under this
Article 11 in connection with a Corporate Transaction or Change in Control shall remain exercisable as an Incentive Share Option under the Code only to the extent the $100,000 dollar limitation of Section 422(d) of the Code is not
exceeded. 
 12.    Effective Date and Term of Plan. The Plan shall become effective upon its adoption by the
Board. It shall continue in effect for a term of ten (10) years unless sooner terminated. Subject to Applicable Laws, Awards may be granted under the Plan upon its becoming effective. 

13.    Amendment, Suspension or Termination of the Plan. 

(a)    The Board may at any time amend, suspend or terminate the Plan; provided, however, that (i) to the extent necessary
and desirable to comply with Applicable Laws or stock exchange rules, the Company shall obtain shareholder approval of any Plan amendment in such a manner and to such a degree as required, unless the Company decides to follow home country practice,
and (ii) unless the Company decides to follow home country practice, shareholder approval is required for any amendment to the Plan that (x) increases the number of Shares available under the Plan (other than any adjustment as provided by Article
10), or (y) permits the Board to extend the term of the Plan or the exercise period for an Option beyond ten years from the date of grant. 

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

(c)    No suspension or termination of the Plan (including termination of the Plan under Article 12, above) shall
adversely affect any rights under Awards already granted to a Grantee. 
 14.    Reservation of Shares. 

(a)    The Company, during the term of the Plan, will at all times reserve and keep available, as authorized but unissued,
such number of Shares as shall be sufficient to satisfy the requirements of the Plan. 
 (b)    The inability of the
Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in
respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained. 

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

17.    Unfunded Obligation. Grantees shall have the status of general unsecured creditors of the Company. Any
amounts payable to Grantees pursuant to the Plan shall be unfunded and unsecured obligations for all purposes, including, without limitation, Title I of the Employee Retirement Income Security Act of 1974, as amended. Neither the Company nor
any Related Entity shall be required to segregate any monies from its general funds, or to create any trusts, or establish any special accounts with respect to such obligations. The Company shall retain at all times beneficial ownership of any
investments, including trust investments, which the Company may make to fulfill its payment obligations hereunder. Any investments or the creation or maintenance of any trust or any Grantee account shall not create or constitute a trust or fiduciary
relationship between the Administrator, the Company or any Related Entity and a Grantee, or otherwise create any vested or beneficial interest in any Grantee or the Grantee’s creditors in any assets of the Company or a Related Entity. The
Grantees shall have no claim against the Company or any Related Entity for any changes in the value of any assets that may be invested or reinvested by the Company with respect to the Plan. 

18.    Construction. Captions and titles contained herein are for convenience only and shall not affect the meaning
or interpretation of any provision of the Plan. Except when otherwise indicated by the context, the singular shall include the plural and the plural shall include the singular. Use of the term “or” is not intended to be exclusive, unless
the context clearly requires otherwise. 

  
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