Unassociated Document


    Exhibit
10.1

    


    AMENDED
AND RESTATED

    2006
EQUITY INCENTIVE PLAN

    OF ZHONGPIN
INC.

    


    SECTION
1.   Overview

     

    1.1           Purpose.
 The purpose of the
Amended and Restated 2006 Equity Incentive Plan (the “Plan”) is to advance and
promote the interests of Zhongpin Inc. (the “Corporation”) and its Subsidiaries
by providing employees, consultants and advisors of the Corporation or its
Subsidiaries with an incentive to achieve corporate objectives, to attract and
retain employees, consultants and advisors of outstanding competence and to
provide such individuals with an equity interest in the Corporation through the
acquisition of Common Stock and by providing for payments to such individuals
based on the appreciation in value or value of such Common Stock.  The
Plan is intended to be construed as an employee benefit plan that satisfies the
requirements for exemption from the restrictions of Section 16(b) of the
Securities Exchange Act of 1934, as amended, pursuant to the applicable rules
promulgated thereunder.

     

    1.2           Definitions.  The
following definitions are applicable to the Plan:

     

    (a)           “Applicable Laws”
means the legal requirements relating to the Plan and the Awards under
applicable provisions of the Code, the laws, rules, regulations and government
orders of the United States and the PRC, the rules of any applicable share
exchange or national market system, and the laws and the rules of any
jurisdiction applicable to Awards granted to residents therein.

     

    (b)           “Award” means Options,
Restricted Stock, Stock Appreciation Rights (SARs)  or any combination
thereof, granted under the Plan.

     

    (c)           “Award Agreement”
means the written agreement by which an Award shall be
evidenced.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (d)           “Beneficiary” means
the beneficiary or beneficiaries designated in accordance with Section 5.8
hereof to receive the amount, if any, payable under the Plan upon the death of a
Participant.

     

    (e)           “Board” means the
Board of Directors of the Corporation.

     

    (f)           “Change in Control”
means the occurrence of any of the following (i) the sale, lease, transfer,
conveyance or other disposition, in one or a series of related transactions, of
all or substantially all of the assets of the Corporation to any person or
group; or (ii) a transaction or series of transactions pursuant to which any
person or group (other than the Corporation or an affiliate thereof) is or
becomes the beneficial owner, directly or indirectly, of more than 50% of the
voting shares of the Corporation, including by way of merger, consolidation or
otherwise.

     

    (g)           “Code” means the
Internal Revenue Code of 1986, as amended from time to time.

     

    (h)           “Committee” means the
committee appointed pursuant to Section 1.3 hereof or if no such Committee is
appointed, the Board.

     

    (i)           “Common Stock” means
the common stock, $.001 par value per share, of the Corporation.

     

    (j)           “Corporation” means
Zhongpin Inc.

     

    (k)           “Effective Date” means
January 30, 2006.

     

    (l)           “Eligible Individual”
means any Key Employee, consultant or advisor of the Corporation or any
Subsidiary.

     

    (m)           “Exchange Act” means
the Securities Exchange Act of 1934, as amended.  References to a
particular section of, or rule under, the Exchange Act includes references to
successor provisions.


    
      
         


      

      
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    (n)           “Fair Market
Value” shall
be determined as of the last business day for which the prices or quotes
discussed in this sentence are available prior to the Grant Date and shall mean
(i) the closing selling price per share on that date of the Common Stock on the
principal national securities exchange on which the Common Stock is traded, if
the Common Stock is then traded on a national securities exchange; or (ii) the
closing bid price per share last quoted on that date by an established quotation
service for over-the-counter securities, if the Common Stock is not then traded
on a national securities exchange.

     

    (o)           “Incentive Stock
Option” means an Option to purchase Common Stock that qualifies as an
incentive stock option within the meaning of Section 422 of the
Code.

     

    (p)           “Immediate Family”
means, with respect to a particular Participant, the Participant’s spouse,
children and grandchildren.

     

    (q)           “Key Employee” means
any employee of the Corporation or any of its Subsidiaries, including any
officer or director who is also an employee, who, in the judgment of the
Committee, is considered important to the future of the
Corporation.  Nothing shall limit the Board from designating all or
substantially all employees as eligible for grants.

     

    (r)           “Mature Shares” means
Shares for which the holder thereof has good title, free and clear of all liens
and encumbrances, and which such holder either (i) has held for at least six (6)
months or (ii) has purchased from the open market.

     

    (s)           “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 successor
definition adopted by the Board.

     

    (t)           “Non-qualified Stock
Option” means an Option to purchase Common Stock that does not qualify as
an Incentive Stock Option.


    
      
         


      

      
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    (u)           “Option” means an
Incentive Stock Option or a Non-qualified Stock Option.

     

    (v)           “Option Price” means
the purchase price per Share of an Option.

     

    (w)           “Option Term” means
the period beginning on the Grant Date of an Option and ending on the expiration
date of such Option, as specified in the Award Agreement for such Option and as
may, in the discretion of the Committee, and consistent with the provisions of
the Plan, be extended from time to time.

     

    (x)           “Participant” means an
Eligible Individual who has been granted an Award or a Permitted
Transferee.

     

    (y)           “Permitted Transferee”
means a person to whom an Award may be transferred or assigned in accordance
with Section 5.8 hereof.

     

    (z)           “Plan” means this
Amended and Restated 2006 Equity Incentive Plan of Zhongpin Inc., as the same
may be amended from time to time.

     

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

     

    (bb)           “Restricted Stock”
means Shares which are subject to forfeiture if the Participant does not satisfy
the Restrictions specified in the Award Agreement applicable to such Restricted
Stock.

     

    (cc)           “Restricted Period”
means the period of time shares of Restricted Stock are subject to the
Restrictions specified in the Award Agreement applicable to such Restricted
Stock.

     

    (dd)           “Restrictions” means
those restrictions and conditions placed upon Restricted Stock as determined by
the Board in accordance with Section 4.2 hereof.


    
      
         


      

      
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    (ee)           “Rule 16b-3” means
Rule 16b-3 of the SEC under the Exchange Act, as amended from time to time,
together with any successor rule.

     

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

     

    (gg)           “Section 16
Participant” means a Participant who is subject to potential liability
under Section 16(b) of the Exchange Act with respect to transactions involving
equity securities of the Corporation.

     

    (hh)           “Share” means a share
of Common Stock.

     

    (ii)           “Stock Appreciation
Right” or “SAR” means a right
granted under the Plan in connection with an Option, or separately, to receive
the appreciation in value of Shares.

     

    (jj)           “Subsidiary” means,
for purposes of grants of Incentive Stock Options, a corporation as defined in
Section 424(f) of the Code (with the Corporation treated as the employer
corporation for purposes of this definition) and, for all other purposes, a
corporation or other entity with respect to which the Corporation (i) in the
case of a corporation, owns, directly or indirectly, fifty percent (50%) or more
of the then outstanding common stock or (ii) in the case of any other entity,
has a fifty percent (50%) or more ownership interest.

     

    (kk)           “10% Owner” means a
person who owns capital stock (including stock treated as owned under Section
424(d) of the Code) possessing more than ten percent (10%) of the combined
voting power of all classes of capital stock of the Corporation or any
Subsidiary where “voting power” means the combined voting power of the then
outstanding securities of a corporation entitled to vote generally in the
election of directors.


    
      
         


      

      
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    1.3           Administration.  The
Plan shall be administered by the Committee, which, unless otherwise determined
by the Board, shall consist of two or more directors of the Corporation, all of
whom qualify as Non Employee Directors.  The number of members of the
Committee shall from time to time be increased or decreased, and shall be
subject to such conditions, in each case as the Board deems appropriate to
permit transactions in Shares pursuant to the Plan to satisfy such conditions of
Rule 16b-3 as then in effect.  In the event that the Compensation
Committee of the Board (the “Compensation Committee) meets the requirements set
forth in this Section 1.3 hereof, such Compensation Committee shall be the
Committee hereunder unless otherwise determined by the Board.

     

    A
majority of the members of the Committee shall constitute a
quorum.  The Committee may act at a meeting, including a telephonic
meeting, by action of a majority of the members present, or without a meeting by
unanimous written consent.

     

    Subject
to the express provisions of the Plan, the Committee shall have full and final
authority and discretion as follows:

     

    (i)           to
select the Participants from Eligible Individuals;

    


    (ii)           to
grant Options and/or Restricted Stock to Participants in such combination and in
such amounts as it shall determine and to determine the terms and conditions
applicable to each such Award, including the benefit payable under any SAR, and
whether or not specific Awards shall be identifiable with other specific Awards,
and if so whether they shall be exercisable cumulatively with, or alternatively
to, such other specific Award;

    


    (iii)           to
determine the amount, if any, that a Participant shall pay for Restricted Stock,
the nature of the Restrictions applicable to the Restricted Stock, and the
duration of the Restricted Period applicable to the Restricted
Stock;

    


    (iv)           to
determine the actual amount earned by each Participant with respect to such
Awards, the terms and conditions of all Award Agreements (which need not be
identical) and with the consent of the Participant, to amend any such Award
Agreement at any time, among other things, to permit transfers of such Awards to
the extent permitted by the Plan, except that consent of the Participant shall
not be required for any amendment which (A) does not adversely affect the rights
of the Participant or (B) is necessary or advisable (as determined by the
Committee) to carry out the purpose of the Award as a result of any change in
applicable law;

    


    (v)           
to determine consistent with the Code whether an Option that is granted to a
Participant is a Non-qualified Stock Option or an Incentive Stock Option, the
number of Shares to be covered by each such Option and the time or times when
and the manner in which each Option shall be exercisable;

     

    
      
        
        

      

      
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    (vi)           to
amend any Incentive Stock Option with the consent of the Participant so as to
make it a Non-qualified Stock Option;

    


    (vii)          to
cancel, with the consent of the Participant, any outstanding Award(s) and to
grant new Award(s) in substitution therefor;

    


    (viii)         to
grant a SAR in connection with the grant of an Option or
separately;

    


    (ix)           to
accelerate the exercisability (including exercisability within a period of less
than one year after the Grant Date) of, and to accelerate or waive any or all of
the terms and conditions applicable to, any Award or any group of Awards for any
reason and at any time, including in connection with a termination of employment
or consultancy;

    


    (x)           
subject to the provisions of the Plan, to extend the time during which any Award
or group of Awards may be exercised;

    


    (xi)          
to treat all or any portion of any period during which a Participant is on
military leave or on an approved leave of absence from the Corporation or a
Subsidiary as a period of employment or service of such Participant by the
Corporation or any Subsidiary for purposes of accrual of his or her rights under
his or her Awards;

    


    (xii)         
to interpret the Plan and make all determinations necessary or advisable for the
administration of the Plan including the establishment, amendment or revocation
from time to time of guidelines or regulations for the administration of the
Plan, to cause appropriate records to be established, and to take all other
actions considered necessary or advisable for the administration of the Plan;
and

    


    (xiii)        
to take any other action with respect to any matters relating to the Plan for
which it is responsible.

    


    All
decisions, actions or interpretations of the Committee on all matters relating
to the Plan or any Award Agreement shall be final, binding and conclusive upon
all parties.  No member of the Committee shall be liable for any
action or determination made in good faith with respect to the Plan or any
Award.


    
      
         


      

      
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    1.4           Participation.  The
Committee may, in its discretion, grant Awards to any Eligible Individual,
whether or not he or she has previously received an
Award.  Participation in the Plan shall be limited to those Key
Employees, consultants and advisors who have received written notification from
the Committee, or from a person designated by the Committee, that they have been
selected to participate in the Plan.  No such Eligible Individuals
shall at any time have the right to be a Participant unless selected by the
Committee pursuant to the Plan.  No Participant, having been granted
an Award, shall have the right to an additional Award in the future unless such
Award is granted by the Committee.

     

    1.5           Maximum
number of Shares Available for Awards.  Subject to adjustment
in accordance with  Section 5.2 hereof, the maximum number of Shares
for which grants under the Plan shall be available is 2,500,000.  In
addition, the Committee shall have the authority, in its sole discretion, to
grant additional Non-qualified Stock Options to a Participant who exercises an
Option and pays the exercise price in Common Stock, in a quantity equal to the
number of shares of Common Stock delivered to the Corporation upon such
exercise.  In the event any Awards granted under the Plan shall be
forfeited, terminate or expire, the number of Shares subject to such Award, to
the extent of any such forfeiture, termination or expiration, shall thereafter
again be available for grant under the Plan.  The Common Stock
distributed under the Plan may be authorized and unissued shares, shares held in
the treasury of the Corporation, or shares purchased on the open market by the
Corporation (at such time or times and in such manner as it may
determine).  The Corporation shall be under no obligation to acquire
Common Stock for distribution to Participants before such Common Stock is due
and distributable.

     

    1.6           Optional
Awards.  In the discretion of the Committee, American
Depository Shares in an amount equal to the number of Shares that otherwise
would be distributed pursuant to an Award may 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-one basis, the limitations
of Section 1.5 shall be adjusted to reflect the distribution of American
Depository shares in lieu of Shares.  All allotments and issues of
Shares will be subject to any necessary consents under Applicable Law and it
shall be the responsibility of the Participant to comply with any requirements
to be fulfilled in order to obtain or obviate the necessity for any such
consent.


    
      
         


      

      
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    1.7           Jurisdictional
Considerations.  In order to assure the viability of Awards
granted to Participants employed in various jurisdictions, the Committee may
provide for such special terms as it may consider necessary or appropriate to
accommodate differences in local law, tax policy or custom applicable in the
jurisdiction in which the Participant resides or is
employed.  Moreover, the Committee 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 affecting the terms
of the Plan as in effect for any other purpose; provided, however, that no such
supplements, amendments, restatements or alternative versions shall increase the
Share limitations contained in Section 1.5 of the
Plan.  Notwithstanding the foregoing, the Committee may not take any
actions hereunder, and no Awards shall be granted, that would violate any
Applicable Laws.

     

    1.8           General
Conditions to Grants. The Grant Date of an
Award shall be the date on which the Committee grants the Award or such later
date as specified in advance by the Committee.  All Awards shall be
evidenced by an Award Agreement and any terms and conditions of an Award not set
forth in the Plan shall be set forth in the Award Agreement related to that
Award or in the Participant’s employment or other agreement with the Corporation
or any Subsidiary.


    
      
         


      

      
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    SECTION
2.  Options

     

    2.1           Awards of
Options.  Subject to the provisions of the Plan, the Committee
shall determine and designate from time to time those Eligible Individuals to
whom Incentive Stock Options or Non-qualified Stock Options, or both, shall be
granted and the number of Shares to be granted to each such Eligible Individual;
provided, however, that only
Key Employees may receive Incentive Stock Options and the aggregate fair market
value (determined at the time the Option is granted) of the shares with respect
to which any incentive stock options are exercisable for the first time by any
Key Employee during any calendar year under all incentive stock option plans of
the Corporation and any Subsidiary shall not exceed one hundred thousand dollars
($100,000) or such other limit set forth in Section 422 of the Code (the
“Limitations of the Code”).  If the aggregate fair market value of
such shares exceeds the Limitations of the Code, the excess Shares will be
treated as Non-qualified Options under this Plan.  In reducing the
number of Incentive Stock Options to meet the Limitations of the Code, the most
recently granted Incentive Stock Options shall be reduced first.  If a
reduction of simultaneously granted Options is necessary to meet the Limitations
of the Code, the Committee may designate which Shares are to be treated as
Shares acquired pursuant to an Incentive Stock Option.  In the event
that any Incentive Stock Options granted under the Plan fail to meet the
requirements for Incentive Stock Options as set forth in the Code, such
Incentive Stock Options will be treated as Non-qualified Stock Options under the
Plan.  In determining the Eligible Individuals who will be granted
Options under the Plan, the Committee may consider such individuals’
responsibilities, service, present and future value to the Corporation or any
Subsidiary and other factors it considers relevant.


    
      
         


      

      
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    2.2           Terms and
Conditions of Options.  Except as otherwise provided in a
Participant’s employment or other agreement with the Corporation or any
Subsidiary or in an Award Agreement, each Option shall be subject to the
following express terms and conditions and to such other terms and conditions as
the Committee may deem appropriate as set forth in the Award Agreement or the
Participant’s employment or other agreement with the Corporation or any
Subsidiary:

     

    (a)           Option
Term.  Each Option shall expire on the tenth (10th)
anniversary of the Grant Date (or in the case of an Incentive Stock Option
granted to a 10% Owner, on the fifth (5th)
anniversary of the Grant Date) or on such earlier date as may be specified in
the Participant’s Award Agreement or employment or other agreement with the
Corporation or any Subsidiary.  The Committee may extend such Option
Term; provided,
however, that
(i) such extension shall not in any way disqualify the Option as an Incentive
Stock Option and (ii) the Option Term, including any such extensions, shall not
exceed ten (10) years.

     

    (b)           Option
Price.  The Option Price per Share shall be determined by the
Committee no later than the Grant Date of any Option; provided, however, (i) the
Option Price shall not be less than the Fair Market Value of a Share on the
Grant Date, and (ii) in the case of an Incentive Stock Option granted to a 10%
Owner, the Option Price shall not be less than one hundred ten percent (110%) of
the Fair Market Value of a Share on the Grant Date (but in no event less than
the par value of a Share).  The Option Price may be denominated in
U.S. Dollars, Chinese Renminbi or other local currency as determined by the
Committee.

     

    (c)           Exercise of
Option.  The exercisability of an Option shall be determined by
the Committee.  Subject to acceleration or early expiration as
provided elsewhere in the Plan or in a Participant’s employment or other
agreement with the Corporation or any Subsidiary, the vesting of any Option
granted under the Plan shall be subject to the Participant remaining in the
employ of or maintaining a consultancy with the Corporation or any of its
Subsidiaries and shall vest (i) in five (5) equal installments of twenty percent
(20%) of the amount granted, with the first installment vesting on the December
31st
next following the Grant Date and each other installment vesting on each of the
next four December 31st dates
thereafter or (ii) in such other amounts over such period of time after the
Grant Date as the Committee may designate.


    
      
         


      

      
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    (d)           Disqualifying
Disposition.  The Award Agreement shall require any Participant
who is granted an Incentive Stock Option to notify the Corporation of any
disposition of such Shares issued upon the exercise of such Incentive Stock
Option under the circumstances described in Section 421(b) of the Code (relating
to certain disqualifying dispositions) (a “Disqualifying Disposition”) within
ten (10) business days after such Disqualifying Disposition.

     

    (e)           Payment of Purchase Price
upon Exercise.  The purchase price as to which an Option shall
be exercised shall be paid to the Corporation at the time of exercise either (i)
in cash, certified check or wire transfer denominated in U.S. Dollars, Chinese
Renminbi or other local currency,  (ii) in such other consideration as
the Committee deems appropriate, including, but not limited to, loans from the
Corporation or a third party, (iii) subject to the approval of the Committee, in
Mature Shares already owned by the Participant having a total fair market value,
as determined by the Committee, equal to the purchase price, or a combination of
cash (denominated in U.S. Dollars, Chinese Renminbi or other local currency) and
Mature Shares having a total fair market value, as so determined, equal to the
purchase price, (iv) subject to the approval of the Committee, in its sole
discretion, by delivering a properly executed exercise notice in a form approved
by the Committee, together with an irrevocable notice of exercise and
irrevocable instructions to a broker to promptly deliver to the Corporation the
amount of applicable sale or loan proceeds sufficient to pay the purchase price
for such Shares, together with the amount of federal, state and local
withholding taxes payable by Participant by reason of such exercise, or (v) a
combination of the foregoing.


    
      
         


      

      
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    (f)           Exercise in the Event of
Termination.  Unless otherwise provided in a Participant’s
employment or other agreement with the Corporation or any Subsidiary or Award
Agreement, the following provisions shall apply upon termination of a
Participant’s employment or consultancy with the Corporation or any
Subsidiary: 

     

    (i)           Upon Termination For Any
Reason Other Than Due to Death.  If a Participant’s employment
or consultancy with the Corporation or any Subsidiary shall terminate for any
reason other than by reason of his or her death, such Participant may exercise
his or her Options, to the extent that such Participant shall have been entitled
to do so on the date of such termination, at any time, or from time to time, but
not later than (x) the expiration date specified in Subsection 2.2(a) hereof or
(y) three (3) months after the date of such termination, whichever date is
earlier and any portion of any Option granted hereunder that is not vested and
exercisable as of the date of the Participant’s termination of employment shall
automatically expire and be forfeited as of such date of
termination.

    


    (ii)           Upon Termination Due to
Death.  In the event a Participant’s employment or consultancy
shall terminate by reason of his or her death, such Participant’s Beneficiary,
heirs or estate may exercise his or her Options, to the extent that such
Participant, if such Participant had not died, would have been entitled to do so
within the calendar year following such Participant’s death, at any time, or
from time to time, but not later than (x) the expiration date specified in
Subsection 2.2(a) hereof or (y) one year after the date of death, whichever is
earlier and any portion of any Option granted hereunder that would not have
vested and been exercisable within the calendar year following such
Participant’s death if such Participant had not died shall automatically expire
and be forfeited as of the date of such Participant’s death.

    


    (g)           Transferability of Stock
Options.  No Option granted under the Plan shall be
transferable other than by will or by the laws of descent and distribution of
the jurisdiction wherein the Participant is domiciled at the time of his or her
death, and during the lifetime of the Participant, shall be exercisable only by
the Participant or his or her guardian or legal representative.


    
      
         


      

      
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    (h)           Investment
Representation.  Each Award Agreement for an Option shall
provide (or be deemed to provide) that, upon demand by the Committee for such a
representation, the Participant (or any person acting under Subsection 2.2(e)
hereof) shall deliver to the Committee, at the time of any exercise of an Option
or portion thereof, a written representation that the Shares to be acquired upon
such exercise are to be acquired for investment and not for resale or with a
view to the distribution thereof.  Upon such demand, delivery of such
representation prior to the delivery of any Common Stock issued upon exercise of
an Option and prior to the expiration of the Option Term shall be a condition
precedent to the right of the Participant or such other person to purchase any
Common Stock.  In the event certificates for Common Stock are
delivered under the Plan with respect to which such an investment representation
has been obtained, the Committee may cause a legend or legends to be placed on
such certificates to make appropriate reference to such representations and to
restrict transfer in the absence of compliance with applicable federal, state or
other governmental securities laws.

     

    (i)           Participants to Have No
Rights as Shareholders.  No Participant shall have any rights
as a shareholder with respect to any Common Stock subject to his or her Option
prior to the date of issuance to him or her of such Common Stock.

     

    (j)           Other Option
Provisions.  The Committee may require a Participant to agree,
as a condition to receiving an Option under the Plan, that part or all of any
Options previously granted to such Participant under the Plan or any prior plan
of the Corporation be terminated.

     

    2.3           Exercise
of Options. An Option shall be
exercised by the delivery to the Corporation during the Option Term of (x)
written notice of intent to purchase a specific number of Shares subject to the
Option and (y) payment in full of the Option Price of such specific number of
Shares.


    
      
         


      

      
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      SECTION
3.   Stock Appreciation Rights

      


      3.1           Award of
Stock Appreciation Rights. Subject to the
provisions of the Plan, the Committee shall determine and designate from time to
time those Eligible Individuals to whom SARs shall be granted and the number of
Shares to be granted to each such Eligible Individual.  When granted,
SARS may, but need not, be identified with a specific Option (including any
Option granted on or before the Grant Date of the SARs) in a number equal to or
different from the number of SARs so granted.  If SARs are identified
with Shares subject to an Option, then, unless otherwise provided in the
applicable Award Agreement, the Participant’s associated SARs shall terminate
upon (x) the expiration, termination, forfeiture or cancellation of such Option,
or  (y) the exercise of such Option.

      


      3.2           Strike
Price.  The
strike price (“Strike Price”) of any SAR shall equal, for any SAR that is
identified with an Option, the Option Price of such Option, or for any other
SAR, 100% of the Fair Market Value of a Share on the Grant Date of such SAR;
except that the Committee may (x) specify a higher Strike Price in the Award
Agreement or (y) provide that the benefit payable upon exercise of any SAR shall
not exceed a percentage of Fair Market Value of a Share on such Grant Date as
the Committee shall specify.

      


      3.3           Vesting
of SARs. Unless otherwise
specified in the applicable Award Agreement or in the Participant’s employment
or other agreement with the Corporation or any Subsidiary, (x) each SAR not
identified with any other Award shall become exercisable with respect to 20% of
the Shares subject thereto on each of the first five December 31st dates
following the Grant Date of such SAR or in such other amounts and over such
other time period as may be determined by the Committee and (y) each SAR which
is identified with any other Award shall become exercisable as and to the extent
that the Option with which such SAR is identified may be
exercised.


      
        
           


        

        
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      3.4           Exercise
of SARs. SARs shall be exercised
by delivery to the Corporation of written notice of intent to exercise a
specific number of SARs.  Unless otherwise provided in the applicable
Award Agreement or a Participant’s employment or other agreement with the
Corporation or any Subsidiary, the exercise of SARs that are identified with
Shares subject to an Option shall result in the cancellation or forfeiture of
such Option, to the extent of such exercise and any such Shares so canceled or
forfeited shall not thereafter again become available for grant under the
Plan.  The benefit for each SAR shall be equal to (x) the Fair Market
Value of the Share on the date of such exercise, minus (y) the Strike Price of
such SAR.  Such benefit shall be payable in cash (subject to
applicable withholding), except that the Committee may provide in the applicable
Award Agreement that benefits may be paid wholly or partly in
Shares.

      


      3.5           No Rights
as Shareholders.  No Participant shall have any rights as a
shareholder with respect to any Common Stock subject to his or her
SAR.

      


      3.6           Exercise
in the Event of Termination.  Unless otherwise provided in a
Participant’s employment or other agreement with the Corporation or any
Subsidiary or Award Agreement, the following provisions shall apply upon
termination of a Participant’s employment or consultancy with the Corporation or
any Subsidiary: 

      


      (i)           Upon Termination For Any
Reason Other Than Due to Death.  If a Participant’s employment
or consultancy with the Corporation or any Subsidiary shall terminate for any
reason other than by reason of his or her death, such Participant may exercise
his or her SARs, to the extent that such Participant shall have been entitled to
do so on the date of such termination, at any time, or from time to time, but
not later than (x) the expiration date specified in Subsection 2.2(a) hereof or
(y) three (3) months after the date of such termination, whichever date is
earlier, and any SARs granted hereunder that are not vested and exercisable as
of the date of the Participant’s termination of employment shall automatically
expire and be forfeited as of such date of termination.


      
        
           


        

        
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      (ii)           Upon Termination Due to
Death.  In the event a Participant’s employment or consultancy
shall terminate by reason of his or her death, such Participant’s Beneficiary,
heirs or estate may exercise his or her SARs, to the extent that such
Participant, if such Participant had not died, would have been entitled to do so
within the calendar year following such Participant’s death, at any time, or
from time to time, but not later than (x) the expiration date specified in
Subsection 2.2(a) hereof or (y) one year after the date of death, whichever is
earlier and any SARs granted hereunder that would not have vested and been
exercisable within the calendar year following such Participant’s death if such
Participant had not died shall automatically expire and be forfeited as of the
date of such Participant’s death.

      


      SECTION
4.   Restricted Stock

      


      4.1           Awards of
Restricted Stock.  Restricted Stock awarded under the Plan
shall be subject to certain Restrictions as provided below.   All
Restrictions imposed on any such Award of Restricted Stock shall be made by and
at the discretion of the Committee, subject to the provisions of the Plan, and
are binding on the Corporation and the Participants, their Beneficiaries and
legal representatives.

      


      4.2           Restricted
Period/Restrictions.  At the time each Award of Restricted
Stock is granted, the Committee (i) shall establish a Restricted Period within
which Restricted Stock awarded to the Participants may not be sold, assigned,
transferred, made subject to gift, or otherwise disposed of, mortgaged, pledged
or otherwise encumbered, if any and (ii) may impose such other Restrictions on
any Restricted Stock as it may deem advisable.

      


      4.3           Rights as
Stockholders.  Except for the conditions outlined in Section
4.2 hereof, and the forfeiture conditions described in Section 4.5 hereof, each
Participant shall have all rights of a holder of Common Stock, including the
right to receive all dividends or other distributions made or paid in respect of
such Shares and the right to vote such Shares at regular or special meetings of
the stockholders of the Corporation.


      
        
           


        

        
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      4.4           Delivery
of Shares.  The certificates for any Restricted Stock awarded
to an Eligible Individual under the Plan shall be held (together with a stock
power executed in blank by the Eligible Individual) in escrow by the Secretary
of the Corporation under the Participant’s name in an account maintained by the
Corporation until such Shares of Restricted Stock become nonforfeitable or are
forfeited.  At the conclusion of the Restricted Period or the
expiration or attainment of such other Restrictions imposed on any Restricted
Stock granted to a Participant, or upon the prior approval of the Committee as
described in Section 4.5 hereof, and subject to the satisfaction of the
Corporation’s withholding obligations described in Section 5.7 hereof,
certificates representing such Shares of Restricted Stock shall be delivered to
the Participant, or the Beneficiary or legal representative of the Participant,
free of the Restrictions set forth in the Award Agreement pursuant to Section
4.2 hereof.

      


      4.5           Termination
of a Participant’s Employment or Consultancy.   Unless
otherwise provided in the Award Agreement or in the Participant’s employment or
other  agreement with the Corporation or any Subsidiary, the following
provisions shall apply upon termination of a Participant’s employment or
consultancy with the Corporation or any Subsidiary: 

      


      (i)           Upon Termination for any
Reason other than Due to Death.  If a Participant’s employment
or consultancy with the Corporation or any Subsidiary is terminated, except
termination due to death, all Restricted Stock awarded under the Plan which are
then subject to a Restricted Period or other Restrictions will be forfeited and
become the property of the Corporation on the date of such
termination.  However, the Committee may, if it, in its sole
discretion, determines that the circumstances warrant such action, approve the
release of all or any part of the Restricted Stock that would otherwise be
forfeited pursuant to this Section, upon such conditions as it shall
determine.

      


      (ii)           Upon Termination Due to
Death.  If a Participant’s employment or consultancy with the
Corporation or a Subsidiary is terminated due to death, all Shares of Restricted
Stock awarded under the Plan which are then subject to a Restricted Period or
other Restrictions and which would have been released, if the Participant had
not died, within the calendar year following the Participant’s death shall be
released on the date of such termination as if with respect to such Shares the
Restricted Period had ended and the other Restrictions had lapsed and
certificates representing such Shares of Restricted Stock shall be delivered to
the Participant’s Beneficiary or legal representative free from such
Restrictions as soon as practicable following such termination and all other
Shares of Restricted Stock that would not have been released, if the Participant
had not died, within the calendar year following the Participant’s death will be
forfeited and become the property of the Corporation on the date of such
termination.


      
        
           


        

        
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      4.6           Section
83(b) Elections.  A Participant who files an election permitted
under Section 83(b) of the Code with the Internal Revenue Service to include the
fair market value of any Restricted Stock in gross income while they are still
subject to a Restricted Period or other Restrictions shall notify the
Corporation of such election within ten (10) days of making such election and
promptly furnish the Corporation with a copy of such election, together with the
amount of any federal, state, local or other taxes required to be withheld to
enable the Corporation to claim an income tax deduction with respect to such
election.

      


      SECTION
5.   General Provisions

      


      5.1           General
Creditor Status.  Participants shall have no right, title or
interest whatsoever in or to any investments which the Corporation may make to
aid it in meeting its obligations under the Plan.  Nothing contained
in the Plan, and no action taken pursuant to its provisions, shall create or be
construed to create a trust of any kind, or a fiduciary relationship between the
Corporation and any Participant, Beneficiary, legal representative or any other
person.  To the extent that any person acquires a right to receive
payments from the Corporation under the Plan, such right shall be no greater
than the right of an unsecured general creditor of the
Corporation.  All payments to be made hereunder shall be paid from the
general funds of the Corporation and no special or separate fund shall be
established and no segregation of assets shall be made to assure payment of such
amounts except as expressly set forth in the Plan; provided, however, that in its
sole discretion, the Committee may authorize the creation of trusts or other
arrangements to meet the obligations created under the Plan to deliver Common
Stock or pay cash; provided, further, however, that, unless
the Committee otherwise determines with the consent of the affected Participant,
the existence of such trusts or other arrangements shall be consistent with the
“unfunded” status of the Plan.


      
        
           


        

        
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      5.2           Certain
Adjustments to Shares.  In the event of any change in the
Common Stock by reason of any stock dividend, recapitalization, reorganization,
spin-off, split-off, merger, consolidation, stock split, reverse stock split,
combination or exchange of shares, or any rights offering to purchase Common
Stock at a price substantially below fair market value, or of any similar change
affecting the Common Stock of or by the Corporation, the number and kind of
Shares available for Awards under the Plan and the number and kind of Shares
subject to a Restricted Period or other Restrictions or subject to Options in
outstanding Awards and the Option Price or purchase price per Share thereof
shall be appropriately adjusted consistent with such change in such manner as
the Committee may deem equitable to prevent substantial dilution or enlargement
of the rights granted to, or available for, the Participants
hereunder.  Any adjustment of an Incentive Stock Option pursuant to
this Section shall be made only to the extent not constituting a “modification”
within the meaning of Section 424(h)(3) of the Code, unless the holder of such
Option shall agree otherwise.  The Committee shall give notice to each
Participant of any adjustment made pursuant to this Section and, upon notice,
such adjustment shall be effective and binding for all purposes of the
Plan.

      


      5.3           Successor
Corporation.  The obligations of the Corporation under the Plan
shall be binding upon any successor corporation or organization resulting from
the merger, consolidation or other reorganization of the Corporation, or upon
any successor corporation or organization succeeding to substantially all of the
assets and business of the Corporation.  The Corporation agrees that
it will make appropriate provision for the preservation of Participants’ rights
under the Plan in any agreement or plan which it may enter into or adopt to
effect any such merger, consolidation, reorganization or transfer of
assets.


      
        
           


        

        
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      5.4           No Claim
or Right Under the Plan.  Neither the Plan nor any action taken
thereunder shall be construed as giving any employee, consultant or advisor any
right to be retained in the employ of or by the Corporation.

      


      5.5           Awards
Not Treated as Compensation Under Benefit Plans.  No Award shall be
considered as compensation under any employee benefit plan of the Corporation,
except as specifically provided in any such plan or as otherwise determined by
the Board.

      


      5.6           Listing
and Qualification of Common Stock.  The Corporation, in its
discretion, may postpone the issuance or delivery of Common Stock upon any
exercise of an Option or pursuant to an Award of Restricted Stock until
completion of such stock exchange listing or other qualification of such shares
under any state, federal or other governmental law, rule or regulation as the
Corporation may consider appropriate, and may require any Participant,
Beneficiary or legal representative to make such representations and furnish
such information as it may consider appropriate in connection with the issuance
or delivery of the shares in compliance with applicable laws, rules and
regulations.


      
        
           


        

        
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      5.7           Withholding
Taxes.  The Corporation may make such provisions and take such
steps as it may deem necessary or appropriate for the withholding of all
federal, state and local taxes required by law to be withheld, including,
without limitation, taxes required to be withheld under the tax laws, rules and
regulations and governmental orders of PRC, with respect to Awards granted
pursuant to the Plan, including, but not limited to, (i) accepting a remittance
from the Participant in cash, or in the Committee’s discretion in Mature Shares
(ii) deducting the amount required to be withheld from any other amount then or
thereafter payable by the Corporation or Subsidiary to a Participant,
Beneficiary or legal representative or from any Shares due to the Participant
under the Plan, (iii) requiring a Participant, Beneficiary or legal
representative to pay to the Corporation the amount required to be withheld as a
condition of releasing Common Stock or (iv) any combination of the
foregoing.  In addition, subject to such rules and regulations as the
Committee shall from time to time establish, Participants shall be permitted to
satisfy federal, state and local taxes, if any, imposed upon the payment of
Awards in Common Stock at a rate up to such Participant’s maximum marginal tax
rate with respect to each such tax by (i) irrevocably electing to have the
Corporation deduct from the number of Shares otherwise deliverable in payment of
an Award such number of Shares as shall have a value equal to the amount of tax
to be withheld, (ii) delivering to the Corporation such portion of the Common
Stock delivered in payment of the Award as shall have a value equal to the
amount of tax to be withheld, or (iii) delivering to the Corporation such number
of Mature Shares or combination of Mature Shares and cash as shall have a value
equal to the amount of tax to be withheld.

      


      5.8           Non-transferability/Designation
and Change of Beneficiary.

      


      (a)           An
Award granted hereunder shall not be assignable or transferable other than by
will or by the laws of descent and distribution of the jurisdiction wherein the
Participant is domiciled at the time of his or her death and may be exercised
during the Participant’s lifetime only by the Participant or his or her guardian
or legal representative.

      


      (b)           Each
Participant shall file with the Committee a written designation of one or more
persons as the Beneficiary who shall be entitled to receive the amount, if any,
payable under the Plan upon his or her death.  A Participant may, from
time to time, revoke or change his or her Beneficiary designation without the
consent of any prior Beneficiary by filing a new designation with the
Committee.  The last such designation received by the Committee shall
be controlling; provided, however, that no
designation, or change or revocation thereof, shall be effective unless received
by the Committee prior to the Participant’s death, and in no event shall it be
effective as of a date prior to such receipt.


      
        
           


        

        
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      5.9           Payments
to Persons Other Than A Participant.  If the Committee shall
find that any person to whom any amount is payable under the Plan is unable to
care for his or her affairs because of illness or accident, or is a minor, or
has died, then any payment due to such person or his or her estate (unless a
prior claim therefor has been made by a duly appointed legal representative)
may, if the Committee so directs the Corporation, be paid to his or her spouse,
a child, a relative, an institution maintaining or having custody of such
person, or any other person deemed by the Committee to be a proper recipient on
behalf of such person otherwise entitled to payment.  Any such payment
shall be a complete discharge of the liability of the Committee and the
Corporation therefor.

      


      5.10           Designated
Participants.

      


      (a)           If
the Committee determines in its sole discretion that an appointment is necessary
or desirable to comply with the regulatory requirements in the PRC, it may
appoint the Corporation, a Subsidiary or any other institution or organization
registered outside of the PRC (a “Trustee”) to hold the interest and exercise
the rights granted under the Plan of any Participant (a “Designated
Participant”) who either is a national of and ordinarily resident in the PRC or
is otherwise designated by the Committee as a Designated
Participant.  In relation to any such appointment, the Trustee will
undertake to do the following for and on behalf of the Designated Participant,
subject at all times to the Committee’s supervision:

      


      (i)           execute
the relevant Award Agreement with the Corporation;


      
        
           


        

        
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      (ii)           hold
the Award (a “Designated Award”) for the benefit of the Designated
Participant;

      


      (iii)           take
such actions as the Designated Participant may instruct from time to time in
connection with the Designated Award or otherwise in relation to the Designated
Participant’s beneficial interest under the Plan or under the Award Agreement,
including taking such actions as may be necessary to exercise the Designated
Award under the terms of Section 2.2(c) of the Plan and making payment under the
terms of Section 2.2(e) of the Plan; and

      


      (iv)           after
deducting its costs, fees and expenses as contemplated under subsection 5.10(d),
hold, or at the Designated Participant’s direction remit to the Designated
Participant, the net proceeds of sales or other transactions involving the
Designated Award or, as applicable, shares of Common Stock underlying such
Award.

      


      (b)           Without
limiting the scope of its authorities under Section 2.1 or any other provision
of the Plan, the Committee may at any time impose restrictions on the method of
exercise of a Designated Award, such that upon exercise of the Designated Award,
the Designated Participant (or the Trustee acting on the Designated
Participant’s behalf) does not receive Shares and receives solely cash, in the
amount and denomination determined under Section 2.2(e).

      


      (c)           An
appointment of a Trustee pursuant to the terms of this Section to hold the
interest and exercise the rights for the benefit of the Designated Participant
shall terminate at such time as the Committee determines in its sole discretion
that such appointment is no longer necessary or desirable in order to comply
with regulatory requirements in the PRC.

      


      (d)           The
Trustee may deduct from the proceeds of sales or other transactions involving
the Designated Award or, as applicable, Shares underlying such Award, any costs,
fees and expenses of the Trustee in relation to its appointment under this
Section.  The Trustee will, under no circumstances, otherwise require
the Designated Participant to compensate it for any of its costs, fees, expenses
or losses.


      
        
           


        

        
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      5.11           No
Liability of Committee Members.  No member of the Committee
shall be personally liable by reason of any contract or other instrument
executed by such member or on his or her behalf in his or her capacity as a
member of the Committee nor for any mistake of judgment made in good faith, and
the Corporation shall indemnify and hold harmless each employee, officer or
director of the Corporation to whom any duty or power relating to the
administration or interpretation of the Plan may be allocated or delegated,
against any cost or expense (including counsel fees) or liability (including any
sum paid in settlement of a claim with the approval of the Board) arising out of
any act or omission to act in connection with the Plan unless arising out of
such person’s own fraud or bad faith.  The indemnification provided
for in this Section 5.11 shall be in addition to any rights of indemnification
such Committee member has as a director or officer pursuant to law, under the
Certificate of Incorporation or By-Laws of the Corporation.

      


      5.12           Amendment
or Termination.  Except as to matters that in the opinion of
the Corporation’s legal counsel require stockholder approval, any provision of
the Plan may be modified as to a Participant by an individual agreement approved
by the Committee.  The Board may, with prospective or retroactive
effect, amend, suspend or terminate the Plan or any portion thereof at any time;
provided, however, that (i) no
amendment that would materially increase the cost of the Plan to the Corporation
may be made by the Board without the approval of the stockholders of the
Corporation and (ii) no amendment, suspension or termination of the Plan shall
deprive any Participant of any rights to Awards previously made under the Plan
without his or her written consent.  Subject to earlier termination
pursuant to the provisions of this Section, and unless the stockholders of the
Corporation shall have approved an extension of the Plan beyond such date, the Plan shall terminate
and no further Awards shall be made under the Plan after the tenth (10th)
anniversary of the Effective Date of the Plan.


      
        
           


        

        
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      5.13           Unfunded
Plan.  The Plan is intended to constitute an unfunded deferred
compensation arrangement.

      


      5.14           Governing
Law. The
Plan shall be governed by and construed in accordance with the laws of the State
of Delaware, without reference to the principles of conflicts of law
thereof.

      


      5.15           Non-uniform
Determinations. The Committee’s
determinations under the Plan need not be uniform and may be made by the
Committee selectively among persons who receive, or are eligible to receive,
Awards whether or not such persons are similarly situated.  Without
limiting the generality of the foregoing, the Committee shall be entitled, to
enter into non-uniform and selective Award Agreements as to (a) the identity of
the Participant, (b) the terms and provisions of Awards, and (c) the treatment
of termination of employment or consultancies.

      


      5.16           No
Illegal Transactions.   The Plan
and all Awards granted pursuant to it are subject to all applicable laws and
regulations.  Notwithstanding any provision of the Plan or any Award,
Participants shall not be entitled to exercise or receive benefits under, any
Award, and the Corporation shall not be obligated to deliver any Shares or
deliver any benefits to a Participant, if such exercise or delivery would
constitute a violation by the Participant or the Corporation of any applicable
law or regulation.

      


      5.17           Severability.
 If any part of the
Plan is declared by any court of governmental authority to be unlawful or
invalid, such unlawfulness or invalidity shall not invalidate any other part of
the Plan.  Any Section or part of a Section so declared to be unlawful
or invalid shall, if possible, be construed in a manner which will give effect
to the terms of such Section to the fullest extent possible while remaining
lawful and valid.


      
        
           


        

        
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