EX 4.37 2006 SHARE INCENTIVE PLAN





Exhibit 4.37




MELCO CROWN ENTERTAINMENT LIMITED




SHARE INCENTIVE PLAN




ARTICLE 1




PURPOSE




The purpose of the Melco Crown Entertainment Limited Share Incentive Plan (the “Plan”)
is to promote the success and enhance the value of Melco Crown Entertainment Limited, an exempted
company formed under the laws of the Cayman Islands (the “Company”), by linking the
personal interests of the members of the Board, Employees, and Consultants to those of Company
shareholders and by providing such individuals with an incentive for outstanding performance to
generate superior returns to Company shareholders. The Plan is further intended to provide
flexibility to the Company in its ability to motivate, attract, and retain the services of members
of the Board, Employees, and Consultants upon whose judgment, interest, and special effort the
successful conduct of the Company’s operation is largely dependent.



ARTICLE 2




DEFINITIONS AND CONSTRUCTION




Wherever the following terms are used in the Plan they shall have the meanings specified
below, unless the context clearly indicates otherwise. The singular pronoun shall include the
plural where the context so indicates.



2.1 “Applicable Laws” means the legal requirements relating to the Plan and the Awards
under applicable provisions of the corporate, securities, tax and other laws, rules, regulations
and government orders, and the rules of any applicable Share exchange or national market system, of
any jurisdiction applicable to Awards granted to residents therein.



2.2 “Award” means an Option, a Restricted Share award, a Share Appreciation Right
award, a Dividend Equivalents award, a Share Payment award, a Deferred Share award, or a Restricted
Share Unit award granted to a Participant pursuant to the Plan.



2.3 “Award Agreement” means any written agreement, contract, or other instrument or
document evidencing an Award, including through electronic medium.




2.4 “Board” means the Board of Directors of the Company.



2.5 “Change in Control” means a change in ownership or control of the Company effected
through either of the following transactions:



(a) the direct or indirect acquisition by any person or related group of persons (other than
an acquisition from or by the Company or by a Company-sponsored employee benefit plan or by a
person that directly or indirectly controls, is controlled by, or is under common control with, the
Company) of beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) of
securities possessing more than fifty percent (50%) of the total combined voting power of the
Company’s outstanding securities pursuant to a tender or exchange offer made directly to the
Company’s shareholders which a majority of the Incumbent Board (as defined below) who are not
affiliates or associates of the offeror under Rule 12b-2 promulgated under the Exchange Act do not
recommend such shareholders accept, or



(b) the individuals who, as of the Effective Date, are members of the Board (the “Incumbent
Board”), cease for any reason to constitute at least fifty percent (50%) of the Board; provided
that if the election, or nomination for election by the Company’s shareholders, of any new member
of the Board is approved by a vote of at least fifty percent (50%) of the Incumbent Board, such new
member of the Board shall be considered as a member of the Incumbent Board.



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2.6 “Code” means the Internal Revenue Code of 1986 of the United States, as amended.




2.7 “Committee” means the committee of the Board described in Article 11.



2.8 “Consultant” means any consultant or adviser if: (a) the consultant or adviser
renders bona fide services to a Service Recipient; (b) the services rendered by the consultant or
adviser are not in connection with the offer or sale of securities in a capital-raising transaction
and 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 Service
Recipient to render such services.



2.9 “Corporate Transaction” means any of the following transactions, provided,
however, that the Committee shall determine under (d) and (e) whether multiple transactions are
related, and its determination shall be final, binding and conclusive:



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



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




(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 Company
is the surviving entity but (A) the Ordinary Shares outstanding immediately prior to such takeover
are converted or exchanged by virtue of the takeover into other property, whether in the form of
securities, cash or otherwise, or (B) in which securities possessing more than fifty percent (50%)
of the total combined voting power of the Company’s outstanding securities are transferred to a
person or persons different from those who held such securities immediately prior to such takeover
or the initial transaction culminating in such takeover, but excluding any such transaction or
series of related transactions that the Committee determines shall not be a Corporate Transaction;
or



(e) acquisition in a single or series of related transactions by any person or related group
of persons (other than the Company or by a Company-sponsored employee benefit plan) of beneficial
ownership (within the meaning of Rule 13d-3 of the Exchange Act) of securities possessing more than
fifty percent (50%) of the total combined voting power of the Company’s outstanding securities but
excluding any such transaction or series of related transactions that the Committee determines
shall not be a Corporate Transaction.



2.10 “Deferred Share” means a right to receive a specified number of Shares during
specified time periods pursuant to Article 8.




2.11 “Director” means a director of the Board.



2.12 “Disability” means that the Participant qualifies to receive long-term disability
payments under the Service Recipient’s long-term disability insurance program, as it may be
amended from time to time, to which the Participant provides services regardless of whether the
Participant is covered by such policy. If the Service Recipient to which the Participant provides
service does not have a long-term disability plan in place, “Disability” means that a Participant
is unable to carry out the responsibilities and functions of the position held by the Participant
by reason of any medically determinable physical or mental impairment for a period of not less than
ninety (90) consecutive days. A Participant will not be considered to have incurred a Disability
unless he or she furnishes proof of such impairment sufficient to satisfy the Committee in its
discretion.



2.13 “Dividend Equivalents” means a right granted to a Participant pursuant to Article
8 to receive the equivalent value (in cash or Share) of dividends paid on Share.




2.14 “Effective Date” shall have the meaning set forth in Section 12.1.



2.15 “Employee” means any person, including an officer or member of the Board of the
Company, 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 performed and the manner and
method of performance. The payment of a director’s fee by a Service Recipient shall not be
sufficient to constitute “employment” by the Service Recipient.



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2.16 “Exchange Act” means the Securities Exchange Act of 1934 of the United States, as
amended.



2.17 “Fair Market Value” means, as of any date, the value of Shares determined as
follows:



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



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



(c) In the absence of an established market for the Shares of the type described in (i) and
(ii), above, the Fair Market Value thereof shall be determined by the Committee in good faith by
reference to the placing price of the latest private placement of the Shares and the development of
the Company’s business operations and the general economic and market conditions since such latest
private placement.




2.18 “Hong Kong” means the Hong Kong Special Administrative Region of the PRC.



2.19 “Incentive Share Option” means an Option that is intended to meet the
requirements of Section 422 of the Code or any successor provision thereto.




2.20 “Macau” means the Macau Special Administrative Region of the PRC.



2.21 “Non-Qualified Share Option” means an Option that is not intended to be an
Incentive Share Option.



2.22 “Option” means a right granted to a Participant pursuant to Article 5 of the Plan
to purchase a specified number of Shares at a specified price during specified time periods. An
Option may be either an Incentive Share Option or a Non-Qualified Share Option.



2.23 “Participant” means a person who, as a member of the Board, Consultant or
Employee, has been granted an Award pursuant to the Plan.



2.24 “Parent” means: (i) a parent corporation under Section 424(e) of the Code; (ii)
Melco International Development Limited or any Subsidiary thereof, or (iii) Publishing and
Broadcasting Limited or any Subsidiary thereof.



2.25 “Plan” means this Melco PBL Entertainment (Macau) Limited. Share Incentive Award
Plan, as it may be amended from time to time.



2.26 “PRC” means the People’s Republic of China, other than Hong Kong, Macau and
Taiwan.



2.27 “Related Entity” means any business, corporation, partnership, limited liability
company or other entity in which the Company, a Parent or Subsidiary of the Company holds a
substantial ownership interest, directly or indirectly but which is not a Subsidiary and which the
Board designates as a Related Entity for purposes of the Plan.



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2.28 “Restricted Share” means a Share awarded to a Participant pursuant to Article 6
that is subject to certain restrictions and may be subject to risk of forfeiture.




2.29 “Restricted Share Unit” means an Award granted pursuant to Section 8.4.



2.30 “Securities Act” means the Securities Act of 1933 of the United States, as
amended.



2.31 “Service Recipient” means the Company, any Parent or Subsidiary of the Company
and any Related Entity to which a Participant provides services as an Employee, Consultant or as a
Director.



2.32 “Share” means the ordinary share capital of the Company, par value US$0.01 per
share, and such other securities of the Company that may be substituted for Shares pursuant to
Article 10.



2.33 “Share Appreciation Right” or “SAR” means a right granted pursuant to
Article 7 to receive a payment equal to the excess of the Fair Market Value of a specified number
of Shares on the date the SAR is exercised over the Fair Market Value on the date the SAR was
granted as set forth in the applicable Award Agreement.



2.34 “Share Payment” means (a) a payment in the form of Shares, or (b) an option or
other right to purchase Shares, as part of any bonus, deferred compensation or other arrangement,
made in lieu of all or any portion of the compensation, granted pursuant to Article 8.



2.35 “Subsidiary” means any 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.



2.36 “Trading Date” means the first day on which Shares are publicly traded on an
exchange or national market system or other quotation system.



ARTICLE 3




SHARES SUBJECT TO THE PLAN





3.1 Number of Shares.



(a) Subject to the provisions of Article 10 and Section 3.1(b), the maximum aggregate number
of Shares which may be issued pursuant to all Awards (including Incentive Share Options) is
100,000,000.



(b) To the extent that an Award terminates, expires, or lapses for any reason, any Shares
subject to the Award shall again be available for the grant of an Award pursuant to the Plan. To
the extent permitted by Applicable Law or any exchange rule, Shares issued in assumption of, or in
substitution for, any outstanding awards of any entity acquired in any form or combination by the
Company or any Parent or Subsidiary of the Company shall not be counted against Shares available
for grant pursuant to the Plan. Shares delivered by the Participant or withheld by the Company
upon the exercise of any Award under the Plan, in payment of the exercise price thereof or tax
withholding thereon, may again be optioned, granted or awarded hereunder, subject to the
limitations of Section 3.1(a), If any Restricted Shares are forfeited by the Participant or
repurchased by the Company, such Shares may 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 or awarded if such action would cause an Incentive
Share Option to fail to qualify as an incentive stock option under Section 422 of the Code.



3.2 Shares Distributed. Any Shares distributed pursuant to an Award may consist, in
whole or in part, of authorized and unissued Shares, treasury or Shares 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 be distributed 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-one basis, the limitations of Section 3.1
shall be adjusted to reflect the distribution of American Depository 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, from
time to time, select from among all eligible individuals, those to whom Awards shall be granted and
shall determine the nature and amount of each Award. No individual shall have any right to be
granted an Award pursuant to this Plan.



4.3 Jurisdictions. 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 3.1 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.



ARTICLE 5




OPTIONS




5.1 General. The Committee is authorized to grant Options to Participants on the
following terms and conditions:



(a) Exercise Price. 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 or variable
price related to the Fair Market Value of the Shares.



(b) Time and Conditions of Exercise. The Committee shall determine the time or times
at 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 as
provided in Section 12.2. The Committee shall also determine any conditions, if any, that must be
satisfied before all or part of an Option may be exercised.



(c) Payment. The Committee shall determine the methods by which the exercise price of
an Option may be paid, the form of payment, including, without limitation (i) cash or check
denominated in U.S. Dollars, Hong Kong Dollars, or any other local currency as approved by the
Committee, (ii) Shares held for such period of time as may be required by the Committee in order to
avoid adverse financial accounting consequences and having a Fair Market Value on the date of
delivery equal to the aggregate exercise price of the Option or exercised portion thereof, (iii)
after the Trading Date the delivery of a notice that the Participant has placed a market sell order
with a broker with respect to Shares then issuable upon exercise of the Option, and that the broker
has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in
satisfaction of the Option exercise price; provided that payment of such proceeds is then made to
the Company upon settlement of such sale, and the methods by which Shares shall be delivered or
deemed to be delivered to Participants, (iv) other property acceptable to the Committee with a Fair
Market Value equal to the exercise price, or (v) any combination of the foregoing. Notwithstanding
any other provision of the Plan to the contrary, no Participant who is a member of the Board or an
“executive officer” of the Company within the meaning of Section 13(k) of the Exchange Act shall be
permitted to pay the exercise price of an Option in any method which would violate Section 13(k) of
the Exchange Act.



(d) Evidence of Grant. All Options shall be evidenced by an Award Agreement between
the Company and the Participant. The Award Agreement shall include such additional provisions as
may be specified by the Committee.




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 5.2 Incentive Share Options. Incentive Share Options shall be granted only to
Employees of the
Company, a Parent or Subsidiary of the Company. Incentive Share Options may not be granted to
Employees of a Related Entity. The terms of any Incentive Share Options granted pursuant to the
Plan, in addition to the requirements of Section 5.1, 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 any
extent 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 Award
Agreement;




(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 on
account of Disability or death. Upon the Participant’s Disability or death, any Incentive Share
Options exercisable at the Participant’s Disability or death may be exercised by the Participant’s
legal representative or representatives, by the person or persons entitled to do so pursuant to the
Participant’s last will and testament, or, if the Participant fails to make testamentary
disposition of such Incentive Share Option or dies intestate, by the person or persons entitled to
receive the Incentive Share Option pursuant to the applicable laws of descent and distribution.



(b) Individual Dollar Limitation. The aggregate Fair Market Value (determined as of
the time the Option is granted) of all Shares with respect to which Incentive Share Options are
first exercisable by a Participant in any calendar year may not exceed $100,000 or such other
limitation as imposed by Section 422(d) of the Code, or any successor provision. To the extent
that Incentive Share Options are first exercisable by a Participant in excess of such limitation,
the excess shall be considered Non-Qualified Share Options.



(c) Ten Percent Owners. An Incentive Share Option shall be granted to any individual
who, at the date of grant, owns Shares possessing more than ten percent of the total combined
voting power of all classes of shares of the Company only if such Option is granted at a price that
is not less than 110% of Fair Market Value on the date of grant and the Option is exercisable for
no more than five years from the date of grant.



(d) Transfer Restriction. The Participant shall give the Company prompt notice of any
disposition of Shares acquired by exercise of an Incentive Share Option within (i) two years from
the date of grant of such Incentive Share Option or (ii) one year after the transfer of such Shares
to the Participant.



(e) Expiration of Incentive Share Options. No Award of an Incentive Share Option may
be 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 may
be exercised only by the Participant.



5.3 Substitution of Share Appreciation Rights. The Committee may provide in the Award
Agreement evidencing the grant of an Option that the Committee, in its sole discretion, shall have
the right to substitute a Share Appreciation Right for such Option at any time prior to or upon
exercise of such Option, provided that such Share Appreciation Right shall be exercisable for the
same number of shares of Share as such substituted Option would have been exercisable for.



ARTICLE 6




RESTRICTED SHARES




6.1 Grant of Restricted Shares. The Committee is authorized to make Awards of
Restricted Shares to any Participant selected by the Committee in such amounts and subject to such
terms and conditions as determined by the Committee. All Awards of Restricted Shares shall be
evidenced by an Award Agreement.



6.2 Issuance and Restrictions. Subject to Section 9.4, 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 Share). 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.



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6.3 Forfeiture. 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; provided, however, that, except as otherwise provided by Section 9.4, the Committee may
(a) provide in any Restricted Share Award Agreement that restrictions or forfeiture 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 conditions relating to Restricted Shares.



6.4 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.



ARTICLE 7




SHARE APPRECIATION RIGHTS





7.1 Grant of Share Appreciation Rights.



(a) A Share Appreciation Right may be granted to any Participant selected by the Committee. A
Share Appreciation Right shall be subject to such terms and conditions not inconsistent with the
Plan as the Committee shall impose and shall be evidenced by an Award Agreement.



(b) A Share Appreciation Right shall entitle the Participant (or other person entitled to
exercise the Share Appreciation Right pursuant to the Plan) to exercise all or a specified portion
of the Share Appreciation Right (to the extent then exercisable pursuant to its terms) and to
receive from the Company an amount determined by multiplying the difference obtained by subtracting
the exercise price per share of the Share Appreciation Right from the Fair Market Value of a Share
on the date of exercise of the Share Appreciation Right by the number of Shares with respect to
which the Share Appreciation Right shall have been exercised, subject to any limitations the
Committee may impose.




7.2 Payment and Limitations on Exercise.



(a) Payment of the amounts determined under Section 7.1(b) above shall be in cash, in Shares
(based on its Fair Market Value as of the date the Share Appreciation Right is exercised) or a
combination of both, as determined by the Committee in the Award Agreement.



(b) To the extent any payment under Section 7.1(b) is effected in Shares it shall be made
subject to satisfaction of all provisions of Article 5 above pertaining to Options.



ARTICLE 8




OTHER TYPES OF AWARDS




8.1 Dividend Equivalents. Any Participant selected by the Committee may be granted
Dividend Equivalents based on the dividends declared on the Shares that are subject to any Award,
to be credited as of dividend payment dates, during the period between the date the Award is
granted and the date the Award is exercised, vests or expires, as determined by the Committee.
Such Dividend Equivalents shall be converted to cash or additional Shares by such formula and at
such time and subject to such limitations as may be determined by the Committee.



8.2 Share Payments. Any Participant selected by the Committee may receive Share
Payments in the manner determined from time to time by the Committee; provided, that unless
otherwise determined by the Committee such Share Payments shall be made in lieu of base salary,
bonus, or other cash compensation otherwise payable to such Participant. The number of shares
shall be determined by the Committee and may
be based upon the such performance criteria or other specific criteria determined appropriate
by the Committee, determined on the date such Share Payment is made or on any date thereafter.



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8.3 Deferred Shares. Any Participant selected by the Committee may be granted an
award of Deferred Shares in the manner determined from time to time by the Committee. The number
of shares of Deferred Shares shall be determined by the Committee and may be linked to such
specific criteria determined to be appropriate by the Committee, in each case on a specified date
or dates or over any period or periods determined by the Committee. Shares underlying a Deferred
Share award will not be issued until the Deferred Share award has vested, pursuant to a vesting
schedule or criteria set by the Committee. Unless otherwise provided by the Committee, a
Participant awarded Deferred Shares shall have no rights as a Company shareholder with respect to
such Deferred Shares until such time as the Deferred Share Award has vested and the Shares
underlying the Deferred Share Award has been issued.



8.4 Restricted Share Units. The Committee is authorized to make Awards of Restricted
Share Units to any Participant selected by the Committee in such amounts and subject to such terms
and conditions as determined by the Committee. 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,
and may specify such conditions to vesting as it deems appropriate. At the time of grant, the
Committee shall specify the maturity date applicable to each grant of Restricted Share Units which
shall be no earlier than the vesting date or dates of the Award and may be determined at the
election of the grantee. On the maturity date, the Company shall transfer to the Participant one
unrestricted, fully transferable Share for each Restricted Share Unit scheduled to be paid out on
such date and not previously forfeited. The Committee shall specify the purchase price, if any, to
be paid by the grantee to the Company for such Shares.



8.5 Term. Except as otherwise provided herein, the term of any Award of Dividend
Equivalents, Share Payments, Deferred Share, or Restricted Share Units shall be set by the
Committee in its discretion.



8.6 Exercise or Purchase Price. The Committee may establish the exercise or purchase
price, if any, of any Award of Deferred Share, Share Payments or Restricted Share Units; provided,
however, that such price shall not be less than the par value of a Share, unless otherwise
permitted by Applicable Law.



8.7 Exercise Upon Termination of Employment or Service. An Award of Dividend
Equivalents, Deferred Share, Share Payments, and Restricted Share Units shall only be exercisable
or payable while the Participant is an Employee, Consultant or a member of the Board, as
applicable; provided, however, that the Committee in its sole and absolute discretion may provide
that an Award of Dividend Equivalents, Share Payments, Deferred Share, or Restricted Share Units
may be exercised or paid subsequent to a termination of employment or service, as applicable, or
following a Change of Control of the Company, or because of the Participant’s retirement, death or
Disability, or otherwise.



8.8 Form of Payment. Payments with respect to any Awards granted under this Article 8
shall be made in cash, in Shares or a combination of both, as determined by the Committee.



8.9 Award Agreement. All Awards under this Article 8 shall be subject to such
additional terms and conditions as determined by the Committee and shall be evidenced by an Award
Agreement.



ARTICLE 9




PROVISIONS APPLICABLE TO AWARDS




9.1 Stand-Alone and Tandem Awards. Awards granted pursuant to the Plan may, in the
discretion of the Committee, be granted either alone, in addition to, or in tandem with, any other
Award granted pursuant to the Plan. Awards granted in addition to or in tandem with other Awards
may be granted either at the same time as or at a different time from the grant of such other
Awards.



9.2 Award Agreement. Awards under the Plan shall be evidenced by Award Agreements
that set forth the terms, conditions and limitations for each Award which may include the term of
an Award, the provisions applicable in the event the Participant’s employment or service
terminates, and the Company’s authority to unilaterally or bilaterally amend, modify, suspend,
cancel or rescind an Award.



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9.3 Limits on Transfer. No right or interest of a Participant in any Award may be
pledged, encumbered, or hypothecated to or in favor of any party other than the Company or a
Subsidiary, or shall be subject to any lien, obligation, or liability of such Participant to any
other 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 than by
will or the laws of descent and distribution. The Committee by express provision in the Award or
an amendment thereto may permit an Award (other than an Incentive Share Option) to be transferred
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, or trusts or other
entities whose beneficiaries or beneficial owners are members of the Participant’s family and/or
charitable institutions, or to such other persons or entities as may be expressly approved by the
Committee, pursuant to such conditions and procedures as the Committee may establish. Any
permitted transfer shall be subject to the condition that the Committee receive evidence
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 service with the
Company or a Subsidiary to assume a position with a governmental, charitable, educational or
similar non-profit institution) and on a basis consistent with the Company’s lawful issue of
securities.



9.4 Beneficiaries. Notwithstanding Section 9.3, a Participant may, in the manner
determined by the Committee, designate a beneficiary to exercise the rights of the Participant and
to 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 is
subject to all terms and conditions of the Plan and any Award Agreement applicable to the
Participant, except to the extent the Plan and Award Agreement otherwise provide, and to any
additional restrictions deemed necessary or appropriate by the Committee. If the Participant is
married and resides in a community property jurisdiction, a designation of a person other than the
Participant’s spouse as his or her beneficiary with respect to more than 50% of the Participant’s
interest in the Award shall not be effective without the prior written consent of the Participant’s
spouse. If no beneficiary has been designated or survives the Participant, payment shall be made
to the person entitled thereto pursuant to the Participant’s will or the laws of descent and
distribution. Subject to the foregoing, a beneficiary designation may be changed or revoked by a
Participant at any time provided the change or revocation is filed with the Committee.



9.5 Share Certificates. Notwithstanding anything herein to the contrary, the Company
shall not be required to issue or deliver any certificates evidencing shares of Share pursuant to
the exercise of any Award, unless and until the Board has determined, with advice of counsel, that
the 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 on
which the Shares are listed or traded. All Share certificates delivered pursuant to the Plan are
subject to any stop-transfer orders and other restrictions as the Committee deems necessary or
advisable to comply with federal, state, or foreign jurisdiction, securities or other laws, rules
and regulations and the rules of any national securities exchange or automated quotation system on
which the Shares are listed, quoted, or traded. The Committee may place legends on any Share
certificate to reference restrictions applicable to the Share. In addition to the terms and
conditions provided herein, the Board may require that a Participant make such reasonable
covenants, agreements, and representations as the Board, in its discretion, deems advisable in
order to comply with any such laws, regulations, or requirements. The Committee shall have the
right to require any Participant to comply with any timing or other restrictions with respect to
the settlement or exercise of any Award, including a window-period limitation, as may be imposed in
the discretion of the Committee.



9.6 Paperless Administration. Subject to Applicable Laws, the Committee may make
Awards, provide applicable disclosure and procedures for exercise of Awards by an internet website
or interactive voice response system for the paperless administration of Awards.



9.7 Foreign Currency. A Participant may be required to provide evidence that any
currency used to pay the exercise price of any Award were acquired and taken out of the
jurisdiction in which the Participant resides in accordance with Applicable Laws, including foreign
exchange control laws and regulations.



ARTICLE 10




CHANGES IN CAPITAL STRUCTURE




10.1 Adjustments. In the event of any dividend, share split, combination or exchange
of Shares, amalgamation, arrangement or consolidation, spin-off, recapitalization or other
distribution (other than normal
cash dividends) of Company assets to its shareholders, or any other change affecting the
shares of Shares or the share price of a Share, the Committee shall make proportionate and
equitable adjustments to reflect such change with respect to (a) the aggregate number and type of
shares that may be issued under 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 applicable performance targets or criteria with respect thereto); and (c)
the grant or exercise price per share for any outstanding Awards under the Plan. Any such
adjustments shall be made in such manner as the Committee may determine in its discretion.



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10.2 Acceleration upon a Change of Control. Except as may otherwise be provided in
any Award Agreement or any other written agreement entered into by and between the Company and a
Participant, if a Change of Control occurs and a Participant’s Options or Restricted Shares are not
converted, assumed, or replaced by a successor, such Awards shall become fully exercisable and all
forfeiture restrictions on such Awards shall lapse. Upon, or in anticipation of, a Change of
Control, the Committee may in its sole discretion provide for (i) any and all Awards outstanding
hereunder to terminate at a specific time in the future and shall give each Participant the right
to exercise such Awards during a period of time as the Committee shall determine, (ii) either the
purchase of any Award for an amount of cash equal to the amount that could have been attained upon
the exercise of such Award or realization of the 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 no amount 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), or (iii) the replacement of such Award with other rights or property
selected by the Committee in its sole discretion the assumption of or substitution of such Award by
the successor or surviving corporation, or a parent or subsidiary thereof, with appropriate
adjustments as to the number and kind of Shares and prices.



10.3 Outstanding Awards — Corporate Transactions. In the event of a Corporate
Transaction, each Award will terminate upon the consummation of the Corporate Transaction, unless
the Award is assumed by the successor entity or Parent thereof in connection with the Corporate
Transaction. Except as provided otherwise in an individual Award Agreement, in the event of a
Corporate Transaction and:



(a) the Award either is (x) assumed by the successor entity or Parent thereof or replaced
with a comparable Award (as determined by the Committee) with respect to shares of the capital
stock of the successor entity or Parent thereof or (y) replaced with a cash incentive program of
the successor entity which preserves the compensation element of such Award existing at the time of
the Corporate Transaction and provides for subsequent payout in accordance with the same vesting
schedule applicable to such Award, then such Award (if assumed), the replacement Award (if
replaced), or the cash incentive program automatically shall become fully vested, exercisable and
payable and be released from any restrictions on transfer (other than transfer restrictions
applicable to Options) and repurchase or forfeiture rights, immediately upon termination of the
Participant’s employment or service with all Service Recipient within twelve (12) months of the
Corporate Transaction without cause; and



(b) For each Award that is neither assumed nor replaced, such portion of the Award shall
automatically become fully vested and exercisable and be released from any repurchase or forfeiture
rights (other than repurchase rights exercisable at Fair Market Value) for all of the Shares at the
time represented by such portion of the Award, immediately prior to the specified effective date of
such Corporate Transaction, provided that the Participant remains an Employee, Consultant or
Director on the effective date of the Corporate Transaction.



10.4 Outstanding Awards — Other Changes. In the event of any other change in the
capitalization of the Company or corporate change other than those specifically referred to in this
Article 10, the Committee may, in its absolute discretion, make such adjustments in the number and
class of shares subject to Awards outstanding on the date on which such change occurs and in the
per share grant or exercise price of each Award as the Committee may consider appropriate to
prevent dilution or enlargement of rights.



10.5 No Other Rights. Except as expressly provided in the Plan, no Participant shall
have any rights by reason of any subdivision or consolidation of Shares of any class, the payment
of 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 expressly
provided in the Plan or pursuant to action of the Committee under the Plan, no issuance by the
Company of shares of any class, or securities convertible into shares of any class, shall affect,
and no adjustment by reason thereof shall be made with respect to, the number of shares subject to
an Award or the grant or exercise price of any Award.



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ARTICLE 11




ADMINISTRATION




11.1 Committee. The Plan shall be administered by the Compensation Committee of the
Board. Reference to the Committee shall refer to the Board if the Compensation Committee does not
yet exist or ceases to exist and the Board does not appoint a successor Committee. Notwithstanding
the foregoing, the full Board, acting by majority of its members in office shall conduct the
general administration of the Plan if required by Applicable Law, and with respect to Awards
granted to Independent Directors and for purposes of such Awards the term “Committee” as used in
the Plan shall be deemed to refer to the Board.



11.2 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 acts
approved in writing by a majority of the Committee in lieu of a meeting, shall be deemed the acts
of the Committee. Each member of the Committee is entitled to, in good faith, rely or act upon any
report or other information furnished to that member by any officer or other employee of the
Company or any Subsidiary, the Company’s independent certified public accountants, or any executive
compensation consultant or other professional retained by the Company to assist in the
administration of the Plan.



11.3 Authority of Committee. Subject to any specific designation in the Plan, the
Committee 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 Award
will 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 or
limitations on the Award, any schedule for lapse of forfeiture restrictions or restrictions on the
exercisability of an Award, and accelerations or waivers thereof, any provisions related to
non-competition and recapture of gain on an Award, based in each case on such considerations as the
Committee in its sole discretion determines;



(e) Determine whether, to what extent, and pursuant to what circumstances an Award may be
settled in, or the exercise price of an Award may be paid in, cash, Shares, other Awards, or other
property, or an Award may be canceled, forfeited, or surrendered;



(f) Prescribe the form of each Award Agreement, which need not be identical for each
Participant;




(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 or
advisable to administer the Plan;



(i) Interpret the terms of, and any matter arising pursuant to, the Plan or any Award
Agreement; and



(j) Make all other decisions and determinations that may be required pursuant to the Plan or
as the Committee deems necessary or advisable to administer the Plan.



11.4 Decisions Binding. The Committee’s interpretation of the Plan, any Awards
granted pursuant to the Plan, any Award Agreement and all decisions and determinations by the
Committee with respect to the Plan are final, binding, and conclusive on all parties.



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ARTICLE 12




EFFECTIVE AND EXPIRATION DATE




12.1 Effective Date. The Plan is effective as of the date the Plan is approved by the
Company’s shareholders (the “Effective Date”). The Plan will be deemed to be approved by
the shareholders if it receives the affirmative vote of the holders of a majority of the share
capital of the Company present or represented and entitled to vote at a meeting duly held in
accordance with the applicable provisions of the Company’s Memorandum of Association and Articles
of Association.



12.2 Expiration Date. The Plan will expire on, and no Award may be granted pursuant
to the Plan after, the tenth anniversary of the Effective Date. Any Awards that are outstanding on
the tenth anniversary of the Effective Date shall remain in force according to the terms of the
Plan and the applicable Award Agreement.



ARTICLE 13




AMENDMENT, MODIFICATION, AND TERMINATION




13.1 Amendment, Modification, And Termination. With the approval of the Board, at any
time 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 any applicable law,
regulation, or stock exchange rule, the Company shall obtain shareholder approval of any Plan
amendment in such a manner and to such a degree as required, and (b) shareholder approval is
required for any amendment to the Plan that (i) increases the number of Shares available under the
Plan (other than any adjustment as provided by Article 10), (ii) permits the Committee to grant
Options with an exercise price that is below Fair Market Value on the date of grant, (iii) permits
the Committee to extend the exercise period for an Option beyond ten years from the date of grant,
or (iv) results in a material increase in benefits or a change in eligibility requirements.



13.2 Awards Previously Granted. Except with respect to amendments made pursuant to
Section 13.1, no termination, amendment, or modification of the Plan shall adversely affect in any
material way any Award previously granted pursuant to the Plan without the prior written consent of
the Participant.



ARTICLE 14




GENERAL PROVISIONS




14.1 No Rights to Awards. No Participant, employee, or other person shall have any
claim to be granted any Award pursuant to the Plan, and neither the Company nor the Committee is
obligated to treat Participants, employees, and other persons uniformly.



14.2 No Shareholders Rights. 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.



14.3 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 Applicable Laws, including without limitation the
Macau, Hong Kong or PRC tax laws, rules, regulations and government orders or the U.S. Federal,
state or local tax laws, as applicable. The Company or any Subsidiary 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) required by law to be withheld with respect to any taxable event concerning a
Participant arising as a result of this Plan. 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 foreign 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 foreign income tax and payroll tax purposes that are applicable to such
supplemental taxable income.



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14.4 No Right to Employment or Services. Nothing in the Plan or any Award Agreement
shall interfere with or limit in any way the right of the Service Recipient to terminate any
Participant’s employment or services at any time, nor confer upon any Participant any right to
continue in the employ or service of any Service Recipient.



14.5 Unfunded Status of Awards. The Plan is intended to be an “unfunded” plan for
incentive compensation. With respect to any payments not yet made to a Participant pursuant to an
Award, nothing contained in the Plan or any Award Agreement shall give the Participant any rights
that are greater than those of a general creditor of the Company or any Subsidiary.



14.6 Indemnification. To the extent allowable pursuant to applicable law, each member
of the Committee or of the Board shall be indemnified and held harmless by the Company from any
loss, cost, liability, or expense that may be imposed upon or reasonably incurred by such member in
connection with or resulting from any claim, action, suit, or proceeding to which he or she may be
a party or in which he or she may be involved by reason of any action or failure to act pursuant to
the Plan and against and from any and all amounts paid by him or 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 same before he or she undertakes to
handle and defend it on his or her own behalf. The foregoing right of indemnification shall not be
exclusive of any other rights of indemnification to which such persons may be entitled pursuant to
the Company’s Memorandum of Association and Articles of Association, as a matter of law, or
otherwise, or any power that the Company may have to indemnify them or hold them harmless.



14.7 Relationship to other Benefits. No payment pursuant to the Plan shall be taken
into account in determining any benefits pursuant to any pension, retirement, savings, profit
sharing, group insurance, welfare or other benefit plan of the Company or any Subsidiary except to
the extent otherwise expressly provided in writing in such other plan or an agreement thereunder.



14.8 Expenses. The expenses of administering the Plan shall be borne by the Company
and its Subsidiaries.



14.9 Titles and Headings. The titles and headings of the Sections in the Plan are for
convenience of reference only and, in the event of any conflict, the text of the Plan, rather than
such titles or headings, shall control.



14.10 Fractional Shares. No fractional shares of Share shall be issued and the
Committee shall determine, in its discretion, whether cash shall be given in lieu of fractional
shares or whether such fractional shares shall be eliminated by rounding up or down as appropriate.



14.11 Government and Other Regulations. The obligation of the Company to make payment
of 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 no
obligation to register any of the Shares paid pursuant to the Plan under the Securities Act or any
other similar law in any applicable jurisdiction. If the Shares paid pursuant to the Plan may in
certain circumstances be exempt from registration pursuant to the Securities Actor other Applicable
Laws the Company may restrict the transfer of such shares in such manner as it deems advisable to
ensure the availability of any such exemption.



14.12 Governing Law. The Plan and all Award Agreements shall be construed in
accordance with and governed by the laws of the Cayman Islands.



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* * * * *




I hereby certify that the foregoing Plan, as revised, was duly adopted by the Board of
Directors of Melco Crown Entertainment Limited on 28th November, 2006 and
17th March, 2009.



* * * * *




I hereby certify that the foregoing Plan, as revised, was approved by the shareholders of
Melco Crown Entertainment Limited on 1st December, 2006 and 19th May, 2009.




Executed on this 12 day of February, 2010.



 





	 	 	 	 	 
	 

	 	 

Corporate Secretary
	 	 






Issue No. 2




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