EX-10.16





 Exhibit 10.16 

BURNING ROCK BIOTECH LIMITED 

2020 EQUITY INCENTIVE PLAN 

1.    Purpose of the Plan 

The purpose of this Burning Rock Biotech Limited 2020 Equity Incentive Plan (the “Plan”) is to aid the Company and its Affiliates in
recruiting and retaining key employees, directors or consultants of outstanding ability and to motivate such employees, directors or consultants to exert their best efforts on behalf of the Company and its Affiliates by providing incentives through
the granting of Awards. The Company expects that it will benefit from the added interest which such key employees, directors or consultants will have in the welfare of the Company as a result of their proprietary interest in the Company’s
success. 
 2.    Definitions 

The following capitalized terms used in the Plan have the respective meanings set forth in this Section: 

 

	 	(a)	 Applicable Laws: All laws, statutes, regulations, ordinances, rules or governmental requirements that
are applicable to this Plan or any Award granted pursuant to this Plan, including but not limited to applicable laws of the People’s Republic of China, the United States and the Cayman Islands, and the rules and requirements of any
applicable national securities exchange. 


  

	 	(b)	 Act: The U.S. Securities Exchange Act of 1934, as amended, or any successor thereto.



  

	 	(c)	 Affiliate: With respect to the Company, any entity directly or indirectly controlling, controlled by, or
under common control with, the Company or any other entity designated by the Board in which the Company or an Affiliate has an interest. 


  

	 	(d)	 Award: An Option, Restricted Share or Restricted Share Unit award granted to a Participant pursuant to
the Plan. 


  

	 	(e)	 Beneficial Owner: A “beneficial owner”, as such term is defined in Rule 13d-3 under the Act (or any successor rule thereto). 


  

	 	(f)	 Board: The board of directors of the Company. 



 

	 	(g)	 Change of Control: The occurrence of any of the following events: 



(i) the sale or disposition, in one or a series of related transactions, of all or substantially all, of the assets of the Company to any
“person” or “group” (as such terms are defined in Sections 13(d)(3) or 14(d)(2) of the Act) other than the Permitted Holders; 












 (ii) any person or group, other than the Permitted Holders, is or becomes the Beneficial
Owner (except that a person shall be deemed to have “beneficial ownership” of all shares that any such person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or
indirectly, of more than 50% of the total voting power of the voting share of the Company (or any entity which controls the Company), including by way of merger, consolidation, tender or exchange offer or otherwise; or 

(iii) during any period of two consecutive years, individuals who at the beginning of such period constituted the Board (together with any new
directors whose election by such Board or whose nomination for election by the shareholders of the Company was approved by a vote of a majority of the directors of the Company, then still in office, who were either directors at the beginning of such
period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board, then in office. 
  

	 	(h)	 Code: The U.S. Internal Revenue Code of 1986, as amended, or any successor thereto.



  

	 	(i)	 Committee: The compensation committee of the Board. 



 

	 	(j)	 Company: Burning Rock Biotech Limited, a company incorporated under the laws of the Cayman Islands.



  

	 	(k)	 Disability: Inability of a Participant to perform in all material respects his duties and
responsibilities to the Company, or any Subsidiary of the Company, by reason of a physical or mental disability or infirmity which inability is reasonably expected to be permanent and has continued (i) for a period of not less than 90
consecutive days or (ii) such shorter period as the Committee may reasonably determine in good faith. The Disability determination shall be in the sole discretion of the Committee and a Participant (or his representative) shall furnish the
Committee with medical evidence documenting the Participant’s disability or infirmity which is satisfactory to the Committee. 


  

	 	(l)	 Effective Date: The date the Board approves the Plan, or such later date as is designated by the Board.



  

	 	(m)	 Employment: The term “Employment” as used herein shall be deemed to refer to (i) a
Participant’s employment if the Participant is an employee of the Company or any of its Affiliates, (ii) a Participant’s services as a consultant, if the Participant is consultant to the Company or its Affiliates and (iii) a
Participant’s services as an non-employee director, if the Participant is a non-employee member of the Board. 



 

	 	(n)	 Fair Market Value: On a given date, (i) if there should be a public market for the Shares on such
date, the closing price of the Shares as reported on such date on the principal national securities exchange on which such Shares are listed or admitted to trading, or (ii) if there should not be a public market for the Shares on such date, the
Fair Market Value shall be the value established by the Committee in good faith. 















	 	(o)	 ISO: An Option that is also an incentive share option granted pursuant to Section 6(d) of the Plan.



  

	 	(p)	 Option: A share option granted pursuant to Section 6 of the Plan. 



 

	 	(q)	 Participant: An employee, director or consultant who is selected by the Committee to participate in the
Plan. 


  

	 	(r)	 Permitted Holder: means, as of the date of determination, (i) the Company or (ii) any employee
benefit plan (or trust forming a part thereof) maintained by (A) the Company or (B) any corporation or other Person of which a majority of its voting power of its voting equity securities or equity interest is owned, directly or
indirectly, by the Company, 


  

	 	(s)	 Person: A “person”, as such term is used for purposes of Section 13(d) or 14(d) of the
Act (or any successor section thereto). 


  

	 	(t)	 Plan: This Burning Rock Biotech Limited 2020 Equity Incentive Plan. 



 

	 	(u)	 Restricted Share: a Share awarded to a Participant pursuant to Section 7 that is subject to certain
restrictions and may be subject to risk of forfeiture. 


  

	 	(v)	 Restricted Share Unit: means an Award granted pursuant to Section 8. 



 

	 	(w)	 Shares: Ordinary Shares of the Company, par value US$0.0002 per share. 



 

	 	(x)	 Subsidiary: A corporation or other entity of which a majority of the outstanding voting shares or voting
power is beneficially owned directly or indirectly by the Company. 


 3.    Shares Subject to the Plan 

The total number of Shares which may be issued under the Plan is 4,512,276 (which will be equitably adjusted in the event of any share
dividend, subdivision, reclassification, recapitalization, split, reverse split, combination, consolidation or similar transactions). The Shares may consist, in whole or in part, of authorized and unissued Shares or Shares purchased on the open
market. The issuance of Shares or the payment of cash upon the exercise of an Award or in consideration of the cancellation or termination of an Award shall reduce the total number of Shares available under the Plan, as applicable. Shares which are
subject to Awards which terminate or lapse without the payment of consideration may be granted again under the Plan. 












 4.    Administration 

The Plan shall be administered by the Committee, which may delegate its duties and powers in whole or in part to any subcommittee thereof.
Awards may, in the discretion of the Committee, be made under the Plan in assumption of, or in substitution for, outstanding awards previously granted by the Company or its subsidiaries or a company acquired by the Company or with which the Company
combines. The number of Shares underlying such substitute awards shall be counted against the aggregate number of Shares available for Awards under the Plan. The Committee is authorized to interpret the Plan, to establish, amend and rescind any
rules and regulations relating to the Plan, and to make any other determinations that it deems necessary or desirable for the administration of the Plan. The Committee may correct any defect or supply any omission or reconcile any inconsistency in
the Plan in the manner and to the extent the Committee deems necessary or desirable. Any decision of the Committee in the interpretation and administration of the Plan, as described herein, shall lie within its sole and absolute discretion and shall
be final, conclusive and binding on all parties concerned (including, but not limited to, Participants and their beneficiaries or successors). The Committee shall have the full power and authority to establish the terms and conditions of any Award
consistent with the provisions of the Plan and to waive any such terms and conditions at any time (including, without limitation, accelerating or waiving any vesting conditions). The Committee shall require payment of any amount it may determine to
be necessary to withhold for any applicable taxes as a result of the exercise, grant or vesting of an Award. Unless the Committee specifies otherwise, the Participant may elect to pay a portion or all of such withholding taxes by (a) delivery
in Shares or (b) having Shares withheld by the Company from any Shares that would have otherwise been received by the Participant. 

5.    Limitations 
 No
Award may be granted under the Plan after the tenth anniversary of the Effective Date, but Awards theretofore granted may extend beyond that date. 

6.    Terms and Conditions of Options 

Options granted under the Plan shall be, as determined by the Committee, non-qualified or incentive
share options for U.S. federal income tax purposes, as evidenced by the related Award agreements, and shall be subject to the foregoing and the following terms and conditions and to such other terms and conditions, not inconsistent therewith, as the
Committee shall determine: 
  

	 	(a)	 Exercise Price. Provided that the exercise price per Share shall not be less than the par value of any
such Shares, the exercise price per Share subject to an Option shall be determined by the Committee and set forth in the Award agreement, which may be a fixed price or a variable price related to the Fair Market Value of the Shares.



  

	 	(b)	 Exercisability. Options granted under the Plan shall be exercisable at such time and upon such terms and
conditions as may be determined by the Committee, but in no event shall an Option be exercisable more than ten years after the date it is granted. 















	 	(c)	 Exercise of Options. Except as otherwise provided in the Plan or in an Award agreement, an Option may be
exercised for all, or from time to time any part, of the Shares for which it is then exercisable. For purposes of this Section 6 of the Plan, the exercise date of an Option shall be the later of the date a notice of exercise is received by the
Company and, if applicable, the date payment is received by the Company pursuant to clauses (i), (ii), (iii) or (iv) in the following sentence. The purchase price for the Shares as to which an Option is exercised shall be paid to the Company in
full at the time of exercise at the election of the Participant (i) in cash or its equivalent (e.g., by check), (ii) to the extent permitted by the Committee, in Shares having a Fair Market Value equal to the aggregate exercise price for the
Shares being purchased and satisfying such other requirements as may be imposed by the Committee; provided, that such Shares have been held by the Participant for no less than six months (or such other period as established from time to time by the
Committee in order to avoid adverse accounting treatment applying generally accepted accounting principles), (iii) partly in cash and, to the extent permitted by the Committee and subject to the other requirements and conditions set forth above in
(ii), partly in Shares or (iv) if there is a public market for the Shares at such time, through the delivery of irrevocable instructions to a broker to sell Shares obtained upon the exercise of the Option and to deliver
promptly to the Company an amount out of the proceeds of such sale equal to the aggregate exercise price for the Shares being purchased. No Participant shall have any rights to dividends or other rights of a shareholder with respect to Shares
subject to an Option until the Participant has given written notice of exercise of the Option, paid in full for such Shares and, if applicable, has satisfied any other conditions imposed by the Committee pursuant to the Plan. 



 

	 	(d)	 ISOs. The Committee may grant Options under the Plan that are intended to be ISOs. Such ISOs shall
comply with the requirements of Section 422 of the Code (or any successor section thereto). No ISO may be granted to any Participant who at the time of such grant, owns more than ten percent of the total combined voting power of all classes of
shares of the Company or of any Subsidiary, unless (i) the exercise price for such ISO is at least 110% of the Fair Market Value of a Share on the date the ISO is granted and (ii) the date on which such ISO terminates is a date not later
than the day preceding the fifth anniversary of the date on which the ISO is granted. Any Participant who disposes of Shares acquired upon the exercise of an ISO either (i) within two years after the date of grant of such ISO or
(ii) within one year after the transfer of such Shares to the Participant, shall notify the Company of such disposition and of the amount realized upon such disposition. All Options granted under the Plan are intended to be nonqualified share
options, unless the applicable Award agreement expressly states that the Option is intended to be an ISO. If an Option is intended to be an ISO, and if for any reason such Option (or portion thereof) shall not qualify as an ISO, then, to the extent
of such nonqualification, such Option (or portion thereof) shall be regarded as a nonqualified share option granted under the Plan; provided that such Option (or portion thereof) otherwise complies with the Plan’s requirements relating to
nonqualified share options. In no event shall any member of the Committee, the Company or any of its Affiliates (or their respective employees, officers or directors) have any liability to any Participant (or any other Person) due to the failure of
an Option to qualify for any reason as an ISO. 















	 	(e)	 Attestation. Wherever in this Plan or any agreement evidencing an Award a Participant is permitted to
pay the exercise price of an Option or taxes relating to the exercise of an Option by delivering Shares, the Participant may, subject to procedures satisfactory to the Committee, satisfy such delivery requirement by presenting proof of beneficial
ownership of such Shares, in which case the Company shall treat the Option as exercised without further payment and shall withhold such number of Shares from the Shares acquired by the exercise of the Option. 



7.    Terms and Conditions of Restricted Shares 

Restricted Shares granted under the Plan shall be subject to the foregoing and the following terms and conditions and to such other terms and
conditions, not inconsistent therewith, as the Committee shall determine: 
  

	 	(a)	 Grant of Restricted Shares. The Committee, at any time and from time to time, may grant Restricted
Shares to Participants as the Committee, in its sole discretion, shall determine. The Committee, in its sole discretion, shall determine the number of Restricted Shares to be granted to each Participant. 



 

	 	(b)	 Restricted Shares Award Agreement. Each Award of Restricted Shares shall be evidenced by an Award
agreement that shall specify the period of restriction, the number of Restricted Shares granted, and such other terms and conditions as the Committee, in its sole discretion, shall determine. Unless the Committee determines otherwise, Restricted
Shares shall be held by the Company as escrow agent until the restrictions on such Restricted Shares have lapsed. 


  

	 	(c)	 Issuance and Restrictions. Restricted Shares shall be subject to such restrictions 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 receive dividends on the Restricted Shares). These restrictions may lapse separately or in
combination at such times, pursuant to such circumstances, in such installments, or otherwise, as the Committee determines at the time of the grant of the Award or thereafter. 



 

	 	(d)	 Forfeiture/Repurchase. Except as otherwise determined by the Committee at the time of the grant of the
Award or thereafter, upon termination of employment or service during the applicable restriction period, Restricted Shares that are at that time subject to restrictions shall be forfeited or repurchased in accordance with the Award agreement;
provided, however, the Committee may (a) provide in any Restricted Share Award agreement that restrictions or forfeiture and repurchase conditions relating to Restricted Shares will be waived in whole or in part in the event of terminations
resulting from specified causes, and (b) in other cases waive in whole or in part restrictions or forfeiture and repurchase conditions relating to Restricted Shares. 















	 	(e)	 Certificates for Restricted Shares. Restricted Shares granted pursuant to the Plan may be evidenced in
such manner as the Committee shall determine. If certificates representing Restricted Shares are registered in the name of the Participant, certificates must bear an appropriate legend referring to the terms, conditions, and restrictions applicable
to such Restricted Shares, and the Company may, at its discretion, retain physical possession of the certificate until such time as all applicable restrictions lapse. 



 

	 	(f)	 Removal of Restrictions. Except as otherwise provided in this Section 7, Restricted Shares granted
under the Plan shall be released from escrow as soon as practicable after the last day of the period of restriction. The Committee, in its discretion, may accelerate the time at which any restrictions shall lapse or be removed. After the
restrictions have lapsed, the Participant shall be entitled to have any legend or legends under Section 7(e) removed from his or her Share certificate, and the Shares shall be freely transferable by the Participant, subject to applicable legal
restrictions. The Committee (in its discretion) may establish procedures regarding the release of Shares from escrow and the removal of legends, as necessary or appropriate to minimize administrative burdens on the Company. 



8.    Terms and Conditions of Restricted Share Units 

Restricted Share Units granted under the Plan shall be subject to the foregoing and the following terms and conditions and to such other terms
and conditions, not inconsistent therewith, as the Committee shall determine: 
  

	 	(a)	 Grant of Restricted Share Units. The Committee, at any time and from time to time, may grant Restricted
Share Units to Participants as the Committee, in its sole discretion, shall determine. The Committee, in its sole discretion, shall determine the number of Restricted Share Units to be granted to each Participant. 



 

	 	(b)	 Restricted Share Units Award Agreement. Each Award of Restricted Share Units shall be evidenced by an
Award agreement that shall specify any vesting conditions, the number of Restricted Share Units granted, and such other terms and conditions as the Committee, in its sole discretion, shall determine. 



 

	 	(c)	 Form and Timing of Payment of Restricted Share Units. At the time of grant, the Committee shall specify
the date or dates on which the Restricted Share Units shall become fully vested and nonforfeitable. Upon vesting, the Committee, in its sole discretion, may pay Restricted Share Units in the form of cash, Shares or a combination thereof.
















	 	(d)	 Forfeiture/Repurchase. Except as otherwise determined by the Committee at the time of the grant of the
Award or thereafter, upon termination of employment or service during the applicable restriction period, Restricted Share Units that are at that time unvested shall be forfeited or repurchased in accordance with the Award agreement; provided,
however, the Committee may (a) provide in any Restricted Share Unit Award agreement that restrictions or forfeiture and repurchase conditions relating to Restricted Share Units will be waived in whole or in part in the event of terminations
resulting from specified causes, and (b) in other cases waive in whole or in part restrictions or forfeiture and repurchase conditions relating to Restricted Share Units. 



9.    Adjustments Upon Certain Events 

Notwithstanding any other provisions in the Plan to the contrary, the following provisions shall apply to all Awards granted under the Plan:

  

	 	(a)	 Generally. In the event of any change in the outstanding Shares after the Effective Date by reason of
any Share dividend or split, reorganization, recapitalization, merger, consolidation, spin-off, combination, combination or transaction or exchange of Shares or other corporate exchange, or any distribution to
shareholders of Shares other than regular cash dividends or any transaction similar to the foregoing, the Committee in its sole discretion and without liability to any person shall make such substitution or adjustment, if any, as it deems to be
equitable, as to (i) the number or kind of Shares or other securities issued or reserved for issuance pursuant to the Plan or pursuant to outstanding Awards, (ii) the maximum number of Shares for which Awards may be granted during a
calendar year to any Participant, (iii) the exercise price of any Award and/or (iv) any other affected terms of such Awards. 


  

	 	(b)	 Change of Control. In the event of a Change of Control after the Effective Date, (i) any
outstanding Awards then held by Participants which are unexercisable or otherwise unvested or subject to lapse restrictions shall automatically be deemed exercisable or otherwise vested or no longer subject to lapse restrictions, as the case may be,
as of immediately prior to such Change of Control and (ii) the Committee may, but shall not be obligated to, (A) cancel such Awards for fair value (as determined in the sole discretion of the Committee) which, in the case of Options, may
equal the excess, if any, of value of the consideration to be paid in the Change of Control transaction to holders of the same number of Shares subject to such Options (or, if no consideration is paid in any such transaction, the Fair Market Value
of the Shares subject to such Options) over the aggregate exercise price of such Options, or (B) provide for the issuance of substitute Awards that will substantially preserve the otherwise applicable terms of any affected Awards previously
granted hereunder as determined by the Committee in its sole discretion. 














 10.    No Right to Employment or Awards, No Shareholders Rights 

The granting of an Award under the Plan shall impose no obligation on the Company or any Subsidiary to continue the Employment of a Participant
and shall not lessen or affect the Company’s or Subsidiary’s right to terminate the Employment of such Participant. No Participant or other Person shall have any claim to be granted any Award, and there is no obligation for uniformity of
treatment of Participants, or holders or beneficiaries of Awards. The terms and conditions of Awards and the Committee’s determinations and interpretations with respect thereto need not be the same with respect to each Participant (whether or
not such Participants are similarly situated). 
 Unless as specified in the Award agreements, no Award gives the Participant any of the
rights of a shareholder of the Company unless and until Shares are in fact issued to such person in connection with such Award. 

11.    Successors and Assigns 

The Plan shall be binding on all successors and assigns of the Company and a Participant, including without limitation, the estate of such
Participant and the executor, Committee or trustee of such estate, or any receiver or trustee in bankruptcy or representative of the Participant’s creditors. 

12.    Nontransferability of Awards 

Unless otherwise determined by the Committee, an Award shall not be transferable or assignable by the Participant otherwise than by will or by
the laws of descent and distribution. An Award exercisable after the death of a Participant may be exercised by the legatees, personal representatives or distributees of the Participant. 

The above transfer restrictions will not apply to (a) transfer to the Company or a Subsidiary; (b) transfers by gift to
“immediate family” as that term is defined in SEC Rule 16a-1(e) promulgated under the Exchange Act, (c) the designation of a beneficiary to receive benefits if the Participant dies or, if the
Participant has died, transfers to or exercises by the Participant’s beneficiary, or, in the absence of a validly designated beneficiary, transfers by will or the laws of descent and distribution; or (d) transfer to one or more natural
persons who are the Participant’s family members or entities owned and controlled by the Participant and/or the Participant’s family members, including but not limited to trusts or other entities whose beneficiaries or beneficial owners
are the Participant and/or the Participant’s family members, or to such other persons or entities as may be expressly approved by the Committee, pursuant to such conditions and procedures as the Committee or may establish. 

13.    Amendments or Termination 

The Board may amend, alter or discontinue the Plan, but no amendment, alteration or discontinuation shall be made, (a) without the
approval of the shareholders of the Company, if such action would (except as is provided in Section 9 of the Plan), increase the total number of Shares reserved for the purposes of the Plan or change the maximum number of Shares for which
Awards may be granted to any Participant, in each case only to the extent such approval is required by the principal national securities exchange on which the Shares are listed or admitted to trading, or (b) without the consent of a
Participant, if such action would diminish any of the rights of the Participant under any Award theretofore granted to such Participant under the Plan; provided, however, that the Committee may amend the Plan in such manner as it deems necessary to
permit the granting of Awards meeting the requirements of any Applicable Laws. 












 Without limiting the generality of the foregoing, to the extent applicable, notwithstanding
anything herein to the contrary, this Plan and Awards issued hereunder shall be interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretative guidance issued thereunder, including
without limitation any such regulations or other guidance that may be issued after the Effective Date. Notwithstanding any provision of the Plan to the contrary, in the event that the Committee determines that any amounts payable hereunder will be
taxable to a Participant under Section 409A of the Code and related Department of Treasury guidance prior to payment to such Participant of such amount, the Company may (a) adopt such amendments to the Plan and Awards and appropriate
policies and procedures, including amendments and policies with retroactive effect, that the Committee determines necessary or appropriate to preserve the intended tax treatment of the benefits provided by the Plan and Awards hereunder and/or
(b) take such other actions as the Committee determines necessary or appropriate to comply with the requirements of Section 409A of the Code. 

14.    Multiple Jurisdictions 

In order to assure the viability of Awards granted to Participants employed in various jurisdictions, the Committee may, in its sole
discretion, 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, 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 limitation contained in Section 3 hereof. Notwithstanding the foregoing, the Committee may not take any actions
hereunder, and no Awards shall be granted that would violate any Applicable Laws. 
 15.    Distribution of Shares 

The obligation of the Company to make payments in Shares pursuant to an Award shall be subject to all Applicable Laws and to any such approvals
by government agencies as may be required. Additionally, in the discretion of the Committee, American depositary shares, or ADSs, may be distributed in lieu of Shares in settlement of any Award, provided that the ADSs shall be of equal value to the
Shares that would have otherwise been distributed. If the number of Shares represented by an ADS is other than on a one-to-one basis, the limitations contained in
Section 3 shall be adjusted to reflect the distribution of ADSs in lieu of Shares. 












 16.    Taxes 

No Shares shall be delivered under the Plan to any Participant until such Participant has made arrangements acceptable to the Committee for the
satisfaction of any income and employment tax withholding obligations under any Applicable Laws, in particular, the tax laws, rules, regulations and government orders of the People’s Republic of China or the U.S. federal, state or other local
tax laws, as applicable. The Company and each of its Subsidiaries shall have the authority and the right to deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy federal, state, local and foreign taxes
(including the Participant’s payroll tax obligations, if any) required to be withheld under any Applicable Laws with respect to any Award issued to the Participant hereunder. The Committee may in its discretion and in satisfaction of the
foregoing requirement allow a Participant to elect to have the Company withhold Shares otherwise issuable under an Award (or allow the return of Shares) having a Fair Market Value equal to the sums required to be withheld. Notwithstanding any other
provision 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 such Award after such Shares were acquired by the
Participant from the Company) in order to satisfy the Participant’s federal, state, local and other income and payroll tax liabilities with respect to the issuance, vesting, exercise or payment of the Award shall, unless specifically approved
by the Committee, be limited to the number of Shares which have a Fair Market Value on the date of withholding or repurchase equal to the aggregate amount of such liabilities based on the minimum statutory withholding rates for federal, state, local
and other income tax any payroll tax purposes that are applicable to such taxable income. 
 17.    Choice of Law 

The Plan shall be governed by and construed in accordance with the laws of the Cayman Islands.  

18.    Effectiveness of the Plan 

The Plan shall be effective as of the Effective Date and shall terminate ten years later, subject to earlier termination by the Board pursuant
to Section 13 hereof.