2.5 “Code” means the Internal Revenue Code of 1986 of the United States, as amended.2.6 “Committee” means the Board or a committee thereof described in Article 9.2.7 “Consultant” means any consultant or adviser if: (a) the consultant or adviserrenders bona fide services to a Service Recipient; (b) the services rendered by the consultant oradviser are not in connection with the offer or sale of securities in a capital-raising transactionand do not directly or indirectly promote or maintain a market for the Company’s securities; and(c) the consultant or adviser is a natural person who has contracted directly with the ServiceRecipient to render such services.2.8 “Corporate Transaction” means any of the following transactions, provided,however, that the Committee shall determine under (d) and (e) whether multiple transactions arerelated, and its determination shall be final, binding and conclusive:(a) an amalgamation, arrangement or consolidation or scheme of arrangement (i) in which theCompany is not the surviving entity, except for a transaction the principal purpose of which is tochange the jurisdiction in which the Company is incorporated or (ii) following which the holders ofthe voting securities of the Company do not continue to hold more than 50% of the combined votingpower of the voting securities of the surviving entity;(b) the sale, transfer or other disposition of all or substantially all of the assets of theCompany;(c) the complete liquidation or dissolution of the Company;(d) 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 Companyis the surviving entity but (A) the Common Shares outstanding immediately prior to such takeoverare converted or exchanged by virtue of the takeover into other property, whether in the form ofsecurities, cash or otherwise, or (B) in which securities possessing more than fifty percent (50%)of the total combined voting power of the Company’s outstanding securities are transferred to aperson or persons different from those who held such securities immediately prior to such takeoveror the initial transaction culminating in such takeover, but excluding any such transaction orseries of related transactions that the Committee determines shall not be a Corporate Transaction;or(e) acquisition in a single or series of related transactions by any person or related groupof persons (other than the Company or by a Company-sponsored employee benefit plan) of beneficialownership (within the meaning of Rule 13d-3 of the Exchange Act) of securities possessing more thanfifty percent (50%) of the total combined voting power of the Company’s outstanding securities butexcluding any such transaction or series of related transactions that the Committee determinesshall not be a Corporate Transaction.
 
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2.9 “Disability” means that the Participant qualifies to receive long-term disabilitypayments under the Service Recipient’s long-term disability insurance program, as it may beamended from time to time, to which the Participant provides services regardless of whether theParticipant is covered by such policy. If the Service Recipient to which the Participant providesservice does not have a long-term disability plan in place, “Disability” means that aParticipant is unable to carry out the responsibilities and functions of the position held by theParticipant by reason of any medically determinable physical or mental impairment for a period ofnot less than ninety (90) consecutive days. A Participant will not be considered to have incurreda Disability unless he or she furnishes proof of such impairment sufficient to satisfy theCommittee in its discretion.2.10 “Effective Date” shall have the meaning set forth in Section 10.1.2.11 “Employee” means any person, including an officer or member of the Board of theCompany, any Parent or Subsidiary of the Company, who is in the employ of a Service Recipient,subject to the control and direction of the Service Recipient as to both the work to be performedand the manner and method of performance. The payment of a director’s fee by a Service Recipientshall not be sufficient to constitute “employment” by the Service Recipient.2.12 “Exchange Act” means the Securities Exchange Act of 1934 of the United States, asamended.2.13 “Fair Market Value” means, as of any date, the value of Shares determined asfollows:(a) If the Shares are listed on one or more established stock exchanges or national marketsystems, including without limitation, The Nasdaq Share Market, its Fair Market Value shall be theclosing sales price for such shares (or the closing bid, if no sales were reported) as quoted onthe principal exchange or system on which the Shares are listed (as determined by the Committee) onthe 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), asreported in The Wall Street Journal or such other source as the Committee deems reliable;(b) If the Shares are regularly quoted on an automated quotation system (including the OTCBulletin Board) or by a recognized securities dealer, its Fair Market Value shall be the closingsales price for such shares as quoted on such system or by such securities dealer on the date ofdetermination, but if selling prices are not reported, the Fair Market Value of a Common Shareshall be the mean between the high bid and low asked prices for the Common Shares on the date ofdetermination (or, if no such prices were reported on that date, on the last date such prices werereported), as reported in The Wall Street Journal or such other source as the Committee deemsreliable; or(c) In the absence of an established market for the Shares of the type described in (a) and(b), above, the Fair Market Value thereof shall be determined by the Committee in good faith and inits discretion by reference to (i) the placing price of the latest private placement of the Sharesand the development of the Company’s business operations and the general economic and marketconditions since such latest private placement, (ii) other third party transactions involvingShares and the development of the company’s business operation and the general economic and marketconditions since such sale, (iii) an independent valuation ofthe Shares, or (iii) such other methodologies or information as the Committee determines to beindicative of Fair Market Value, relevant.
 
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2.14 “Incentive Share Option” means an Option that is intended to meet therequirements of Section 422 of the Code or any successor provision thereto.2.15 “Independent Director” means a member of the Board who is not an Employee of theCompany.2.16 “Non-Employee Director” means a member of the Board who qualifies as a“Non-Employee Director” as defined in Rule 16b-3(b)(3) of the Exchange Act, or any successordefinition adopted by the Board.2.17 “Non-Qualified Share Option” means an Option that is not intended to be anIncentive Share Option.2.18 “Option” means a right granted to a Participant pursuant to Article 5 of the Planto purchase a specified number of Shares at a specified price during specified time periods. AnOption may be either an Incentive Share Option or a Non-Qualified Share Option.2.19 “Participant” means a person who, as a member of the Board, Consultant orEmployee, has been granted an Award pursuant to the Plan.2.20 “Parent” means a parent corporation under Section 424(e) of the Code.2.21 “Plan” means this CRIC Holdings Limited 2008 Share Incentive Plan, as it may beamended from time to time.2.22 “Related Entity” means any business, corporation, partnership, limited liabilitycompany or other entity in which the Company, a Parent or Subsidiary of the Company holds asubstantial ownership interest, directly or indirectly but which is not a Subsidiary and which theBoard designates as a Related Entity for purposes of the Plan.2.23 “Restricted Share” means a Share awarded to a Participant pursuant to Article 6that is subject to certain restrictions and may be subject to risk of forfeiture.2.24 “Restricted Share Unit” means the right granted to a Participant pursuant toArticle 6 to receive a Share at a future date.2.25 “Securities Act” means the Securities Act of 1933 of the United States, asamended.2.26 “Service Recipient” means the Company, any Parent or Subsidiary of the Companyand any Related Entity to which a Participant provides services as an Employee, Consultant or as aDirector.2.27 “Share” means Common Shares of the Company, and such other securities of theCompany that may be substituted for Shares pursuant to Article 8.
 
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2.28 “Subsidiary” means any corporation or other entity of which a majority of theoutstanding voting shares or voting power is beneficially owned directly or indirectly by theCompany.2.29 “Trading Date” means the closing of the first sale to the general public of theShares pursuant to a registration statement filed with and declared effective by the U.S.Securities and Exchange Commission under the Securities Act.**ARTICLE 3****SHARES SUBJECT TO THE PLAN**3.1 Number of Shares.(a) Subject to the provisions of Article 8 and Section 3.1(b), the maximum aggregate number ofShares which may be issued pursuant to all Awards (including Incentive Share Options) (the “AwardPool”) shall equal to 15% of the total outstanding Shares on an as-converted basis as of theEffective Date, plus an increase of that number of Shares to be added on each of the third, sixthand ninth anniversary of the Effective Date, as a result of which the Shares reserved in the AwardPool as of each subsequent applicable anniversary for future issuances pursuant to all Awards(including Incentive Share Options) granted under this Plan shall equal to 5% of the then totaloutstanding Shares on an as-converted basis. Notwithstanding the foregoing, as of each of theEffective Date and subsequent applicable anniversary, no more than 2,000,000 Shares may be issuedpursuant to Incentive Share Options under the Plan subject to provisions of Article 8 and Section3.1(b).(b) To the extent that an Award terminates, expires, or lapses for any reason, any Sharessubject to the Award shall again be available for the grant of an Award pursuant to the Plan. Tothe extent permitted by Applicable Law, Shares issued in assumption of, or in substitution for, anyoutstanding awards of any entity acquired in any form or combination by the Company or any Parentor Subsidiary of the Company shall not be counted against Shares available for grant pursuant tothe Plan. Shares delivered by the Participant or withheld by the Company upon the exercise of anyAward under the Plan, in payment of the exercise price thereof or tax withholding thereon, mayagain be optioned, granted or warded hereunder, subject to the limitations of Section 3.1(a). Ifany Restricted Shares are forfeited by the Participant or repurchased by the Company, such Sharesmay again be optioned, granted or awarded hereunder, subject to the limitations of Section 3.1(a).Notwithstanding the provisions of this Section 3.1(b), no Shares may again be optioned, granted orawarded if such action would cause an Incentive Share Option to fail to qualify as an incentiveShare option under Section 422 of the Code.3.2 Shares Distributed. Any Shares distributed pursuant to an Award may consist, inwhole or in part, of authorized and unissued Shares, treasury shares (subject to applicable law) orShares purchased on the open market. Additionally, in the discretion of the Committee,American Depository Shares in an amount equal to the number of Shares which otherwise would bedistributed pursuant to an Award may be distributed in lieu of Shares in settlement of any Award.If the number of Shares represented by an American Depository Share is other than on a one-to-onebasis, the limitations of Section 3.1 shall be adjusted to reflect the distribution of AmericanDepository Shares in lieu of Shares.
 
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**ARTICLE 4****ELIGIBILITY AND PARTICIPATION**4.1 Eligibility. Persons eligible to participate in this Plan include Employees,Consultants, and all members of the Board, as determined by the Committee.4.2 Participation. Subject to the provisions of the Plan, the Committee may, fromtime to time, select from among all eligible individuals, those to whom Awards shall be granted andshall determine the nature and amount of each Award. No individual shall have any right to begranted an Award pursuant to this Plan.4.3 Jurisdictions. In order to assure the viability of Awards granted to Participantsemployed in various jurisdictions, the Committee may provide for such special terms as it mayconsider necessary or appropriate to accommodate differences in local law, tax policy, or customapplicable in the jurisdiction in which the Participant resides or is employed. Moreover, theCommittee may approve such supplements to, or amendments, restatements, or alternative versions of,the Plan as it may consider necessary or appropriate for such purposes without thereby affectingthe terms of the Plan as in effect for any other purpose; *provided, however*, that no suchsupplements, amendments, restatements, or alternative versions shall increase the share limitationscontained in Section 3.1 of the Plan. Notwithstanding the foregoing, the Committee may not take anyactions hereunder, and no Awards shall be granted, that would violate any Applicable Laws.**ARTICLE 5****OPTIONS**5.1 General. The Committee is authorized to grant Options to Participants on thefollowing terms and conditions:(a) Exercise Price. The exercise price per Share subject to an Option shall bedetermined by the Committee and set forth in the Award Agreement which may be a fixed or variableprice related to the Fair Market Value of the Shares; provided, however, that no Option may begranted to an individual subject to taxation in the United States at less than the Fair MarketValue on the date of grant. The exercise price per Share subject to an Option shall be determinedby the Committee or the Board and set forth in the Award Agreement which may be a fixed or variableprice related to the Fair Market Value of the Shares. The exercise price per Share subject to anOption may be amended or adjusted in the absolute discretion of theCommittee or the Board, the determination of which shall be final, binding and conclusive.For the avoidance of doubt, to the extent not prohibited by Applicable Laws or any exchange rule, adownward adjustment of the exercise prices of Options mentioned in the preceding sentence shall beeffective without the approval of the Company’s shareholders or the approval of the affectedParticipants.
 
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(b) Time and Conditions of Exercise. The Committee shall determine the time or timesat which an Option may be exercised in whole or in part, including exercise prior to vesting;*provided*that the term of any Option granted under the Plan shall not exceed ten years, except asprovided in Section 9.2. The Committee shall also determine any conditions, if any, that must besatisfied before all or part of an Option may be exercised.(c) Payment. The Committee shall determine the methods by which the exercise price ofan Option may be paid, the form of payment, including, without limitation (i) cash or checkdenominated in U.S. Dollars, (ii) to the extent permissible under the Applicable Laws, cash orcheck in Chinese Renminbi, (iii) cash or check denominated in any other local currency as approvedby the Committee, (iv) Shares held for such period of time as may be required by the Committee inorder to avoid adverse financial accounting consequences and having a Fair Market Value on the dateof delivery equal to the aggregate exercise price of the Option or exercised portion thereof, (v)after the Trading Date the delivery of a notice that the Participant has placed a market sell orderwith a broker with respect to Shares then issuable upon exercise of the Option, and that the brokerhas been directed to pay a sufficient portion of the net proceeds of the sale to the Company insatisfaction of the Option exercise price; *provided*that payment of such proceeds is then made tothe Company upon settlement of such sale, (vi) other property acceptable to the Committee with aFair Market Value equal to the exercise price, or (vii) any combination of the foregoing.Notwithstanding any other provision of the Plan to the contrary, no Participant who is a member ofthe Board or an “executive officer” of the Company within the meaning of Section 13(k) of theExchange Act shall be permitted to pay the exercise price of an Option in any method which wouldviolate Section 13(k) of the Exchange Act.(d) Evidence of Grant. All Options shall be evidenced by an Award Agreement betweenthe Company and the Participant. The Award Agreement shall include such additional provisions asmay be specified by the Committee.5.2 Incentive Share Options. Incentive Share Options may be granted to Employees ofthe Company, a Parent or Subsidiary of the Company. Incentive Share Options may not be granted toEmployees of a Related Entity or to Independent Directors or Consultants. The terms of anyIncentive Share Options granted pursuant to the Plan, in addition to the requirements of Section5.1, must comply with the following additional provisions of this Section 5.2:(a) Expiration of Option. An Incentive Share Option may not be exercised to anyextent by anyone after the first to occur of the following events:(i) Ten years from the date it is granted, unless an earlier time is set in the AwardAgreement;(ii) Three months after the Participant’s termination of employment as an Employee; and(iii) One year after the date of the Participant’s termination of employment or service onaccount of Disability or death. Upon the Participant’s Disability or death, any Incentive ShareOptions exercisable at the Participant’s Disability or death may be exercised by the Participant’slegal representative or representatives, by the person or persons entitled to do so pursuant to theParticipant’s last will and testament, or, if the Participant fails to make testamentarydisposition of such Incentive Share Option or dies intestate, by the person or persons entitled toreceive the Incentive Share Option pursuant to the applicable laws of descent and distribution.
 
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(b) Individual Dollar Limitation. The aggregate Fair Market Value (determined as ofthe time the Option is granted) of all Shares with respect to which Incentive Share Options arefirst exercisable by a Participant in any calendar year may not exceed $100,000 or such otherlimitation as imposed by Section 422(d) of the Code, or any successor provision. To the extentthat Incentive Share Options are first exercisable by a Participant in excess of such limitation,the excess shall be considered Non-Qualified Share Options.(c) Exercise Price. The exercise price of an Incentive Share Option shall be equal tothe Fair Market Value on the date of grant. However, the exercise price of any Incentive ShareOption granted to any individual who, at the date of grant, owns Shares possessing more than tenpercent of the total combined voting power of all classes of shares of the may not be less than110% of Fair Market Value on the date of grant and such Option may not be exercisable for no morethan five years from the date of grant.(d) Transfer Restriction. The Participant shall give the Company prompt notice of anydisposition of Shares acquired by exercise of an Incentive Share Option within (i) two years fromthe date of grant of such Incentive Share Option or (ii) one year after the transfer of such Sharesto the Participant.(e) Expiration of Incentive Share Options. No Award of an Incentive Share Option maybe made pursuant to this Plan after the tenth anniversary of the Effective Date.(f) Right to Exercise. During a Participant’s lifetime, an Incentive Share Option maybe exercised only by the Participant.**ARTICLE 6****RESTRICTED SHARES AND RESTRICTED SHARE UNITS**6.1 Grant of Restricted Shares. The Committee is authorized to make Awards ofRestricted Shares and/or Restricted Share Units to any Participant selected by the Committee insuch amounts and subject to such terms and conditions as determined by the Committee. All Awardsof Restricted Shares shall be evidenced by an Award Agreement.6.2 Issuance and Restrictions. Restricted Shares shall be subject to suchrestrictions on transferability and other restrictions as the Committee may impose (including,without limitation, limitations on the right to vote Restricted Shares or the right to receivedividends on the Restricted Share). These restrictions may lapse separately or in combination atsuch times, pursuant to such circumstances, in such installments, or otherwise, as the Committeedetermines at the time of the grant of the Award or thereafter.
 
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6.3 Forfeiture/Repurchase. Except as otherwise determined by the Committee at thetime of the grant of the Award or thereafter, upon termination of employment or service during theapplicable restriction period, Restricted Shares that are at that time subject to restrictionsshall be forfeited or repurchased in accordance with the Award Agreement; *provided, however*, theCommittee may (a) provide in any Restricted Share Award Agreement that restrictions or forfeitureand repurchase conditions relating to Restricted Shares will be waived in whole or in part in theevent of terminations resulting from specified causes, and (b) in other cases waive in whole or inpart restrictions or forfeiture and repurchase conditions relating to Restricted Shares.6.4 Certificates for Restricted Shares. Restricted Shares granted pursuant to thePlan may be evidenced in such manner as the Committee shall determine. If certificatesrepresenting Restricted Shares are registered in the name of the Participant, certificates mustbear an appropriate legend referring to the terms, conditions, and restrictions applicable to suchRestricted Shares, and the Company may, at its discretion, retain physical possession of thecertificate until such time as all applicable restrictions lapse.6.5 Restricted Share Units.  At the time of grant, the Committee shall specify thedate or dates on which the Restricted Share Units shall become fully vested and nonforfeitable, andmay specify such conditions to vesting as it deems appropriate. At the time of grant, theCommittee shall specify the maturity date applicable to each grant of Restricted Share Units whichshall be no earlier than the vesting date or dates of the Award and may be determined at theelection of the grantee. On the maturity date, the Company shall, subject to Sections 7.4 and 7.5,transfer to the Participant one unrestricted, fully transferable Share for each Restricted ShareUnit scheduled to be paid out on such date and not previously forfeited.**ARTICLE 7****PROVISIONS APPLICABLE TO AWARDS**7.1 Award Agreement. Awards under the Plan shall be evidenced by Award Agreementsthat set forth the terms, conditions and limitations for each Award which may include the term ofan Award, the provisions applicable in the event the Participant’s employment or serviceterminates, and the Company’s authority to unilaterally or bilaterally amend, modify, suspend,cancel or rescind an Award.7.2 Limits on Transfer. No right or interest of a Participant in any Award may bepledged, encumbered, or hypothecated to or in favor of any party other than the Company or aSubsidiary, or shall be subject to any lien, obligation, or liability of such Participant to anyother party other than the Company or a Subsidiary. Except as otherwise provided by the Committee,no Award shall be assigned, transferred, or otherwise disposed of by a Participant other thanby will or the laws of descent and distribution. The Committee by express provision in the Awardor an amendment thereto may permit an Award (other than an Incentive Share Option) to betransferred to, exercised by and paid to certain persons or entities related to the Participant,including but not limited to members of the Participant’s family, charitable institutions, ortrusts or other entities whose beneficiaries or beneficial owners are members of the Participant’sfamily and/or charitable institutions, or to such other persons or entities as may be expresslyapproved by the Committee, pursuant to such conditions and procedures as the Committee mayestablish. Any permitted transfer shall be subject to the condition that the Committee receiveevidence satisfactory to it that the transfer is being made for estate and/or tax planning purposes(or to a “blind trust” in connection with the Participant’s termination of employment or servicewith the Company or a Subsidiary to assume a position with a governmental, charitable, educationalor similar non-profit institution) and on a basis consistent with the Company’s lawful issue ofsecurities.
 
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7.3 Beneficiaries. Notwithstanding Section 7.2, a Participant may, in the mannerdetermined by the Committee, designate a beneficiary to exercise the rights of the Participant andto receive any distribution with respect to any Award upon the Participant’s death. A beneficiary,legal guardian, legal representative, or other person claiming any rights pursuant to the Plan issubject to all terms and conditions of the Plan and any Award Agreement applicable to theParticipant, except to the extent the Plan and Award Agreement otherwise provide, and to anyadditional restrictions deemed necessary or appropriate by the Committee. If the Participant ismarried and resides in a community property state, a designation of a person other than theParticipant’s spouse as his or her beneficiary with respect to more than 50% of the Participant’sinterest in the Award shall not be effective without the prior written consent of the Participant’sspouse. If no beneficiary has been designated or survives the Participant, payment shall be madeto the person entitled thereto pursuant to the Participant’s will or the laws of descent anddistribution. Subject to the foregoing, a beneficiary designation may be changed or revoked by aParticipant at any time provided the change or revocation is filed with the Committee.7.4 Share Certificates. Notwithstanding anything herein to the contrary, the Companyshall not be required to issue or deliver any certificates evidencing shares of Share pursuant tothe exercise of any Award, unless and until the Board has determined, with advice of counsel, thatthe issuance and delivery of such certificates is in compliance with all Applicable Laws,regulations of governmental authorities and, if applicable, the requirements of any exchange onwhich the Shares are listed or traded. All Share certificates delivered pursuant to the Plan aresubject to any stop-transfer orders and other restrictions as the Committee deems necessary oradvisable to comply all Applicable Laws, and the rules of any national securities exchange orautomated quotation system on which the Shares are listed, quoted, or traded. The Committee mayplace legends on any Share certificate to reference restrictions applicable to the Share. Inaddition to the terms and conditions provided herein, the Board may require that a Participant makesuch reasonable covenants, agreements, and representations as the Board, in its discretion, deemsadvisable in order to comply with any such laws, regulations, or requirements. The Committee shallhave the right to require any Participant to comply with any timing or other restrictions withrespect to the settlement or exercise of any Award, including a window-period limitation, as may beimposed in the discretion of the Committee.7.5 Paperless Administration. Subject to Applicable Laws, the Committee may makeAwards, provide applicable disclosure and procedures for exercise of Awards by an internet websiteor interactive voice response system for the paperless administration of Awards.7.6 Foreign Currency. A Participant may be required to provide evidence that anycurrency used to pay the exercise price of any Award were acquired and taken out of thejurisdiction in which the Participant resides in accordance with Applicable Laws, including foreignexchange control laws and regulations. In the event the exercise price for an Award is paid inChinese Renminbi or other foreign currency, as permitted by the Committee, the amount payable willbe determined by conversion from U.S. dollars at the official rate promulgated by the People’s Bankof China for Chinese Renminbi, or for jurisdictions other than the Peoples Republic of China, theexchange rate as selected by the Committee on the date of exercise.
 
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**ARTICLE 8****CHANGES IN CAPITAL STRUCTURE**8.1 Adjustments. In the event of any dividend, share split, combination or exchangeof Shares, amalgamation, arrangement or consolidation, spin-off, recapitalization or otherdistribution (other than normal cash dividends) of Company assets to its shareholders, or any otherchange affecting the shares of Shares or the share price of a Share, the Committee shall make suchproportionate adjustments, if any, as the Committee in its discretion may deem appropriate toreflect such change with respect to (a) the aggregate number and type of shares that may be issuedunder the Plan (including, but not limited to, adjustments of the limitations in Section 3.1); (b)the terms and conditions of any outstanding Awards (including, without limitation, any applicableperformance targets or criteria with respect thereto); and (c) the grant or exercise price pershare for any outstanding Awards under the Plan.8.2 Corporate Transactions. Except as may otherwise be provided in any AwardAgreement or any other written agreement entered into by and between the Company and a Participant,if a Corporate Transaction occurs:(a) The Committee upon, or in anticipation of, a Corporate Transaction, may in its solediscretion provide for (i) any and all Awards outstanding hereunder to terminate at a specific timein the future and shall give each Participant the right to exercise such Awards during a period oftime as the Committee shall determine, (ii) either the purchase of any Award for an amount of cashequal to the amount that could have been attained upon the exercise of such Award or realization ofthe Participant’s rights had such Award been currently exercisable or payable or fully vested (and,for the avoidance of doubt, if as of such date the Committee determines in good faith that noamount would have been attained upon the exercise of such Award or realization of the Participant’s rights, then such Award may be terminated by the Company without payment), (iii) the replacementof such Award with other rights or property selected by the Committee in its sole discretion theassumption of or substitution of such Award by the successor or surviving corporation, or a parentor subsidiary thereof, with appropriate adjustments as to the number and kind of Shares and prices,or (iv) provide for payment ofAwards in cash based on the value of Shares on the date of the Corporate Transaction plusreasonable interest on the Award through the date such Award would otherwise be vested or have beenpaid in accordance with its original terms, if necessary to comply with Section 409A of the Code.(b) If a Participant’s Awards are not converted, assumed, or replaced by a successor, asdescribed in (c) below, such Awards shall become fully exercisable and all forfeiture restrictionson such Awards shall lapse immediately prior to the specified effective date of such CorporateTransaction, provided that the Participant remains an Employee, Consultant or Director on theeffective date of the Corporate Transaction.
 
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(c) If the Award either is (i)  assumed by the successor entity or Parent thereof or replacedwith a comparable Award (as determined by the Committee) with respect to shares of the capitalstock of the successor entity or Parent thereof or (ii)  replaced with a cash incentive program ofthe successor entity which preserves the compensation element of such Award existing at the time ofthe Corporate Transaction and provides for subsequent payout in accordance with the same vestingschedule applicable to such Award, then such Award (if assumed), the replacement Award (ifreplaced), or the cash incentive program automatically shall become fully vested, exercisable andpayable and be released from any restrictions on transfer (other than transfer restrictionsapplicable to Options) and repurchase or forfeiture rights, immediately upon termination of theParticipant’s employment or service with all Service Recipient within twelve (12) months of theCorporate Transaction without cause.8.3Outstanding Awards — Other Changes. In the event of any other change in thecapitalization of the Company or corporate change other than those specifically referred to in thisArticle 8, the Committee may, in its absolute discretion, make such adjustments in the number andclass of shares subject to Awards outstanding on the date on which such change occurs and in theper share grant or exercise price of each Award as the Committee may consider appropriate toprevent dilution or enlargement of rights.8.4 No Other Rights. Except as expressly provided in the Plan, no Participant shallhave any rights by reason of any subdivision or consolidation of Shares of any class, the paymentof any dividend, any increase or decrease in the number of shares of any class or any dissolution,liquidation, merger, or consolidation of the Company or any other corporation. Except as expresslyprovided in the Plan or pursuant to action of the Committee under the Plan, no issuance by theCompany of shares of any class, or securities convertible into shares of any class, shall affect,and no adjustment by reason thereof shall be made with respect to, the number of shares subject toan Award or the grant or exercise price of any Award.**ARTICLE 9****ADMINISTRATION**9.1 Committee. The Plan shall be administered by the Board; *provided, however*thatthe Board may delegate to a committee of one or more members of the Board the authority to grant oramend Awards to Participants other than senior executives of the Company who aresubject to Section 16 of the Exchange Act.9.2 Action by the Committee. A majority of the Committee shall constitute a quorum.The acts of a majority of the members present at any meeting at which a quorum is present, and actsapproved in writing by a majority of the Committee in lieu of a meeting, shall be deemed the actsof the Committee. Each member of the Committee is entitled to, in good faith, rely or act upon anyreport or other information furnished to that member by any officer or other employee of theCompany or any Subsidiary, the Company’s independent certified public accountants, or any executivecompensation consultant or other professional retained by the Company to assist in theadministration of the Plan.
 
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9.3 Authority of Committee. Subject to any specific designation in the Plan, theCommittee has the exclusive power, authority and discretion to:(a) Designate Participants to receive Awards;(b) Determine the type or types of Awards to be granted to each Participant;(c) Determine the number of Awards to be granted and the number of Shares to which an Awardwill relate;(d) Determine the terms and conditions of any Award granted pursuant to the Plan, including,but not limited to, the exercise price, grant price, or purchase price, any restrictions orlimitations on the Award, any schedule for lapse of forfeiture restrictions or restrictions on theexercisability of an Award, and accelerations or waivers thereof, any provisions related tonon-competition and recapture of gain on an Award, based in each case on such considerations as theCommittee in its sole discretion determines;(e) Determine whether, to what extent, and pursuant to what circumstances an Award may besettled in, or the exercise price of an Award may be paid in, cash, Shares, other Awards, or otherproperty, or an Award may be canceled, forfeited, or surrendered;(f) Prescribe the form of each Award Agreement, which need not be identical for eachParticipant;(g) Decide all other matters that must be determined in connection with an Award;(h) Establish, adopt, or revise any rules and regulations as it may deem necessary oradvisable to administer the Plan;(i) Interpret the terms of, and any matter arising pursuant to, the Plan or any AwardAgreement; and(j) Make all other decisions and determinations that may be required pursuant to the Plan oras the Committee deems necessary or advisable to administer the Plan.9.4 Decisions Binding. The Committee’s interpretation of the Plan, any Awards grantedpursuant to the Plan, any Award Agreement and all decisions and determinations by the Committeewith respect to the Plan are final, binding, and conclusive on all parties.**ARTICLE 10****EFFECTIVE AND EXPIRATION DATE**10.1 Effective Date. The Plan is effective as of the date the Plan is approved by theCompany’s shareholders (the “Effective Date”). The Plan will be deemed to be approved bythe shareholders if it receives the affirmative vote of the holders of a majority of the sharecapital of the Company present or represented and entitled to vote at a meeting duly held inaccordance with the applicable provisions of the Company’s Memorandum of Association and Articlesof Association.
 
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10.2 Expiration Date. The Plan will expire on, and no Award may be granted pursuantto the Plan after, the tenth anniversary of the Effective Date. Any Awards that are outstanding onthe tenth anniversary of the Effective Date shall remain in force according to the terms of thePlan and the applicable Award Agreement.**ARTICLE 11****AMENDMENT, MODIFICATION, AND TERMINATION**11.1 Amendment, Modification, And Termination. With the approval of the Board, at anytime and from time to time, the Committee may terminate, amend or modify the Plan; *provided,however*, that (a) to the extent necessary and desirable to comply with Applicable Laws, or stockexchange rules, the Company shall obtain shareholder approval of any Plan amendment in such amanner and to such a degree as required, and (b) shareholder approval is required for any amendmentto the Plan that (i) increases the number of Shares available under the Plan (other than anyadjustment as provided by Article 8), (ii) permits the Committee to extend the term of the Plan orthe exercise period for an Option beyond ten years from the date of grant, or (iii) results in amaterial increase in benefits or a change in eligibility requirements.11.2 Awards Previously Granted. Except with respect to amendments made pursuant toSection 11.1, no termination, amendment, or modification of the Plan shall adversely affect in anymaterial way any Award previously granted pursuant to the Plan without the prior written consent ofthe Participant.**ARTICLE 12****GENERAL PROVISIONS**12.1 No Rights to Awards. No Participant, employee, or other person shall have anyclaim to be granted any Award pursuant to the Plan, and neither the Company nor the Committee isobligated to treat Participants, employees, and other persons uniformly.12.2 No Shareholders Rights. No Award gives the Participant any of the rights of aShareholder of the Company unless and until Shares are in fact issued to such person in connectionwith such Award.12.3 Taxes. No Shares shall be delivered under the Plan to any Participant until suchParticipant has made arrangements acceptable to the Committee for the satisfaction of any incomeand employment tax withholding obligations under Applicable Laws. The Company or any Subsidiaryshall have the authority and the right to deduct or withhold, or require a Participant to remit tothe Company, an amount sufficient to satisfy federal, state, local and foreign taxes (including theParticipant’s payroll tax obligations) required or permitted by law to be withheld with respect toany taxable event concerning a Participant arising as a result of this Plan. The Committee may inits discretion and in satisfaction of the foregoing requirement allow a Participant to elect tohave the Company withhold Shares otherwise issuable under an Award (or allow the return of Shares)having a
 
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Fair Market Value equal to the sums required to be withheld. Notwithstanding any otherprovision of the Plan, the number of Shares which may be withheld with respect to the issuance,vesting, exercise or payment of any Award (or which may be repurchased from the Participant of suchAward after such Shares were acquired by the Participant from the Company) in order to satisfy theParticipant’s federal, state, local and foreign income and payroll tax liabilities with respect tothe issuance, vesting, exercise or payment of the Award shall, unless specifically approved by theCommittee, be limited to the number of Shares which have a Fair Market Value on the date ofwithholding or repurchase equal to the aggregate amount of such liabilities based on the minimumstatutory withholding rates for federal, state, local and foreign income tax and payroll taxpurposes that are applicable to such supplemental taxable income.12.4 No Right to Employment or Services. Nothing in the Plan or any Award Agreementshall interfere with or limit in any way the right of the Service Recipient to terminate anyParticipant’s employment or services at any time, nor confer upon any Participant any right tocontinue in the employ or service of any Service Recipient.12.5 Unfunded Status of Awards. The Plan is intended to be an “unfunded” plan forincentive compensation. With respect to any payments not yet made to a Participant pursuant to anAward, nothing contained in the Plan or any Award Agreement shall give the Participant any rightsthat are greater than those of a general creditor of the Company or any Subsidiary.12.6 Indemnification. To the extent allowable pursuant to applicable law, each memberof the Committee or of the Board shall be indemnified and held harmless by the Company from anyloss, cost, liability, or expense that may be imposed upon or reasonablyincurred by such member in connection with or resulting from any claim, action, suit, orproceeding to which he or she may be a party or in which he or she may be involved by reason of anyaction or failure to act pursuant to the Plan and against and from any and all amounts paid by himor her in satisfaction of judgment in such action, suit, or proceeding against him or her; *provided*he or she gives the Company an opportunity, at its own expense, to handle and defend the samebefore he or she undertakes to handle and defend it on his or her own behalf. The foregoing rightof indemnification shall not be exclusive of any other rights of indemnification to which suchpersons may be entitled pursuant to the Company’s Memorandum of Association and Articles ofAssociation, as a matter of law, or otherwise, or any power that the Company may have to indemnifythem or hold them harmless.12.7 Relationship to other Benefits. No payment pursuant to the Plan shall be takeninto account in determining any benefits pursuant to any pension, retirement, savings, profitsharing, group insurance, welfare or other benefit plan of the Company or any Subsidiary except tothe extent otherwise expressly provided in writing in such other plan or an agreement thereunder.12.8 Expenses. The expenses of administering the Plan shall be borne by the Companyand its Subsidiaries.12.9 Titles and Headings. The titles and headings of the Sections in the Plan are forconvenience of reference only and, in the event of any conflict, the text of the Plan, rather thansuch titles or headings, shall control.
 
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12.10 Fractional Shares. No fractional shares of Share shall be issued and theCommittee shall determine, in its discretion, whether cash shall be given in lieu of fractionalshares or whether such fractional shares shall be eliminated by rounding up or down as appropriate.12.11 Limitations Applicable to Section 16 Persons. Notwithstanding any otherprovision of the Plan, the Plan, and any Award granted or awarded to any Participant who is thensubject to Section 16 of the Exchange Act, shall be subject to any additional limitations set forthin any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment toRule 16b-3 of the Exchange Act) that are requirements for the application of such exemptive rule.To the extent permitted by applicable law, the Plan and Awards granted or awarded hereunder shallbe deemed amended to the extent necessary to conform to such applicable exemptive rule.12.12 Government and Other Regulations. The obligation of the Company to make paymentof awards in Share or otherwise shall be subject to all Applicable Laws, rules, and regulations,and to such approvals by government agencies as may be required. The Company shall be under noobligation to register any of the Shares paid pursuant to the Plan under the Securities Act or anyother similar law in any applicable jurisdiction. If the Shares paid pursuant to the Plan may incertain circumstances be exempt from registration pursuant to the Securities Actor other ApplicableLaws the Company may restrict the transfer of such shares in such manner as it deems advisable toensure the availability of any such exemption.12.13 Governing Law. The Plan and all Award Agreements shall be construed inaccordance with and governed by the laws of the Cayman Islands.12.14 Section 409A. To the extent that the Committee determines that any Awardgranted under the Plan is or may become subject to Section 409A of the Code, the Award Agreementevidencing such Award shall incorporate the terms and conditions required by Section 409A of theCode. To the extent applicable, the Plan and the Award Agreements shall be interpreted inaccordance with Section 409A of the Code and the U.S. Department of Treasury regulations and otherinterpretative guidance issued thereunder, including without limitation any such regulation orother guidance that may be issued after the Effective Date. Notwithstanding any provision of thePlan to the contrary, in the event that following the Effective Date the Committee determines thatany Award may be subject to Section 409A of the Code and related Department of Treasury guidance(including such Department of Treasury guidance as may be issued after the Effective Date), theCommittee may adopt such amendments to the Plan and the applicable Award agreement or adopt otherpolicies and procedures (including amendments, policies and procedures with retroactive effect), ortake any other actions, that the Committee determines is necessary or appropriate to (a) exempt theAward from Section 409A of the Code and /or preserve the intended tax treatment of the benefitsprovided with respect to the Award, or (b) comply with the requirements of Section 409A of the Codeand related U.S. Department of Treasury guidance.
 
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12.15 Appendices. The Committee may approve such supplements, amendments orappendices to the Plan as it may consider necessary or appropriate for purposes of compliance withapplicable laws or otherwise and such supplements, amendments or appendices shall be considered apart of the Plan; provided, however, that no such supplements shall increase the share limitationscontained in Sections 3.1 and 3.3 of the Plan.* * * * *I hereby certify that the foregoing Plan was duly adopted by the Board of Directors of CRICHoldings Limited on September 9, 2008.* * * * *I hereby certify that the foregoing Plan was approved by the shareholders of CRIC HoldingsLimited on September 9, 2008.Executed on this seventeenth day of September, 2008 .        Corporate Secretary
 
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