EX-10.1







EXHIBIT 10.1




CHARM COMMUNICATIONS INC.

2008 SHARE INCENTIVE PLAN




1. Purpose of the Plan




     The purpose of 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 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, Share Appreciation Right or Other Share-Based Award granted
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 in 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;










 



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	 		 	(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 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, or before such committee
is formed, the Board.
	 
	 	(j)	 	Company: Charm Communications Inc., a company incorporated under the laws of
the Cayman Islands.
	 
	 	(k)	 	Disability: Inability of a Participant to perform in all material respects his
or her 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 or her 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:










 



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	 		 	(i) Where there exists a public market for the Shares, the Fair Market Value
shall be (i) the closing price for a Share for the last market trading day
prior to the time of the determination (or, if no closing price was reported
on that date, on the last trading date on which a closing price was
reported) on the stock exchange (including Nasdaq Global Market) determined
by the Committee to be the primary market for the Shares, or (ii) if the
Shares are not traded on any such exchange or market system, the average of
the closing bid and asked prices of a Share on the Nasdaq Small Cap Market
for the day prior to the time of the determination (or, if no such prices
were reported on that date, on the last date on which such prices were
reported), in each case, as reported in The Wall Street Journal or such
other source as the Committee deems reliable; or
	 
	 		 	(ii) In the absence of an established market for the Shares of the type
described in (i) above, the Fair Market Value thereof shall be determined by
the Committee in good faith by reference to (i) the valuation price made by
an independent appraiser appointed by the Committee, if any; (ii) the
placing price of the latest private placement of the Shares and (iii) the
development of the Company’s business operations since such latest private
placement.






	 	(o)	 	ISO: An Option that is also an incentive share option granted pursuant to
Section 6(d) of the Plan.
	 
	 	(p)	 	LSAR: A limited share appreciation right granted pursuant to Section 7(d) of
the Plan.
	 
	 	(q)	 	Other Share-Based Awards: Awards granted pursuant to Section 8 of the Plan.
	 
	 	(r)	 	Option: A share option granted pursuant to Section 6 of the Plan.
	 
	 	(s)	 	Option Price: The purchase price per Share of an Option, as determined
pursuant to Section 6(a) of the Plan.
	 
	 	(t)	 	Participant: An employee, director or consultant who is selected by the
Committee to participate in the Plan. To the extent required by Applicable Laws,
Awards may be limited to employees and officers or employees and directors.
	 
	 	(u)	 	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.










 



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	 	(v)	 	Person: means an individual, corporation, partnership, limited liability
company, joint venture, association, trust, unincorporated organization or other
entity, including a “person” as used for purposes of Section 13(d) or 14(d) of the Act.
	 
	 	(w)	 	Plan: This Charm Communications Inc. 2008 Share Incentive Plan.
	 
	 	(x)	 	Shares: Ordinary Share of the Company.
	 
	 	(y)	 	Share Appreciation Right: A share appreciation right granted pursuant to
Section 7 of the Plan.
	 
	 	(z)	 	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





	 	(a)	 	Subject to the provisions of Section 9 below and to any amendment to the Plan,
the maximum number of Shares with respect to which Awards may be granted under this
Plan, when aggregated with any Shares issued or issuable upon the exercise of all of
the Awards granted under the Plan, shall not exceed 15% of the issued and outstanding
share capital of the Company as of April 1, 2008.
	 
	 	(b)	 	Any Shares covered by an Award (or portion of a Grant) which is forfeited or
cancelled, has expired, or is settled in cash or otherwise, shall be deemed not to have
been issued or issuable for purposes of determining the maximum aggregate number of
Shares with respect to which Awards may be granted under the Plan. If any unissued
Shares are retained by the Company upon the exercise of an Award in order to satisfy
the exercise price of, or any withholding taxes due with respect to, such Award, such
Shares shall become available for future grants under the Plan. Shares that actually
have been issued under the Plan pursuant to an Award shall not be returned to the Plan
and shall not become available for future grants 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 consisting solely of at least two individuals who are
intended to qualify as “Non-Employee Directors” within the meaning of Rule 16b-3 under the Act (or
any successor rule thereto) and an “independent director” as defined in NYSE Rule 303A.02
Independence Tests (or any successor rule thereto). 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 affiliates 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









 



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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)	 	Option Price. The Option Price per Share shall be determined by the
Committee, and unless approved by the board of directors of the Company, shall not be
less than 100% of the Fair Market Value of the Shares on the date the related Option is
granted.
	 
	 	(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 five 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 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 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










 



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	 	 	 	check), (ii) to the extent permitted by the Committee, in Shares having a Fair
Market Value equal to the aggregate Option 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 partly in such Shares, (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 Option Price for the Shares being purchased, (v) withholding from
the delivery to the Participant that number of whole Shares having a Fair Market
Value at the time of exercise equal to the Option Price payable to the Company upon
exercise of the Option, or (vi) to the extent permitted by the Committee, an
combination of the forgoing methods of payment. 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 share of the Company or of any Subsidiary, unless (i) the Option
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. 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










 



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	 	 	 	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 Share Appreciation Rights





	 	(a)	 	Grants. The Committee also may grant (i) a Share
Appreciation Right independent of an Option or (ii) a Share Appreciation Right
in connection with an Option, or a portion thereof. A Share Appreciation Right
granted pursuant to clause (ii) of the preceding sentence (A) may be granted at
the time the related Option is granted or at any time prior to the exercise or
cancellation of the related Option, (B) shall cover the same number of Shares
covered by an Option (or such lesser number of Shares as the Committee may
determine) and (C) shall be subject to the same terms and conditions as such
Option except for such additional limitations as are contemplated by this
Section 7 (or such additional limitations as may be included in an Award
agreement).
	 
	 	(b)	 	Terms. The exercise price per Share of a Share
Appreciation Right shall be an amount determined by the Committee but in no
event shall such amount be less than the greater of (i) the Fair Market Value
of a Share on the date the Share Appreciation Right is granted or, in the case
of a Share Appreciation Right granted in conjunction with an Option, or a
portion thereof, the Option Price of the related Option and (ii) the minimum
amount permitted by Applicable Laws. Each Share Appreciation Right granted
independent of an Option shall entitle a Participant upon exercise to an amount
equal to (i) the excess of (A) the Fair Market Value on the exercise date of
one Share over (B) the exercise price per Share, times (ii) the number of
Shares covered by the Share Appreciation Right. Each Share Appreciation Right
granted in conjunction with an Option, or a portion thereof, shall entitle a
Participant to surrender to the Company the unexercised Option, or any portion
thereof, and to receive from the Company in exchange therefore an amount equal
to (i) the excess of (A) the Fair Market Value on the exercise date of one
Share over (B) the Option Price per Share, times (ii) the number of Shares
covered by the Option, or portion thereof, which is surrendered. The date a
notice of exercise is received by the Company shall be the exercise date.
Payment shall be made in Shares or in cash, or partly in Shares and partly in
cash (any such Shares valued at such Fair Market Value), all as shall be
determined by the Committee. Share Appreciation Rights may be exercised from
time to time upon actual receipt by the Company of written notice of exercise
stating the number of Shares with respect to which the Share Appreciation Right
is










 



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	 	 	 	being exercised. No fractional Shares will be issued in payment for Share
Appreciation Rights, but instead cash will be paid for a fraction or, if the
Committee should so determine, the number of Shares will be rounded downward
to the next whole Share.






	 	(c)	 	Limitations. The Committee may impose, in its
discretion, such conditions upon the exercisability or transferability of Share
Appreciation Rights as it may deem fit.
	 
	 	(d)	 	Limited Share Appreciation Rights. The Committee may
grant LSARs that are exercisable upon the occurrence of specified contingent
events. Such LSARs may provide for a different method of determining
appreciation, may specify that payment will be made only in cash and may
provide that any related Awards are not exercisable while such LSARs are
exercisable. Unless the context otherwise requires, whenever the term “Share
Appreciation Right” is used in the Plan, such term shall include LSARs.





8. Other Share-Based Awards




     The Committee, in its sole discretion, may grant or sell Awards of Shares, Awards of
restricted Shares and Awards that are valued in whole or in part by reference to, or are otherwise
based on the Fair Market Value of, Shares (collectively, “Other Share-Based Awards”). Such Other
Share-Based Awards shall be in such form, and dependent on such conditions, as the Committee shall
determine, including, without limitation, the right to receive, or vest with respect to, one or
more Shares (or the equivalent cash value of such Shares) upon the completion of a specified period
of service, the occurrence of an event and/or the attainment of performance objectives. Other
Share-Based Awards may be granted alone or in addition to any other Awards granted under the Plan.
Subject to the provisions of the Plan, the Committee shall determine to whom and when Other
Share-Based Awards will be made, the number of Shares to be awarded under (or otherwise related to)
such Other Share-Based Awards; whether such Other Share-Based Awards shall be settled in cash,
Shares or a combination of cash and Shares; and all other terms and conditions of such Awards
(including, without limitation, the vesting provisions thereof and provisions ensuring that all
Shares so awarded and issued shall be fully paid and non-assessable).



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










 



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	 	 	 	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 Options or Share Appreciation Rights may be granted during
a calendar year to any Participant, (iii) the maximum number of Shares for
which Other Share-Based Awards may be granted during a calendar year to any
Participant, (iv) the maximum amount of an Award that is valued in whole or
in part by reference to, or is otherwise based on the Fair Market Value of,
Shares that may be granted during a calendar year to any Participant, (v)
the Option Price or exercise price of any share appreciation right and/or
(vi) any other affected terms of such Awards.






	 	(b)	 	Change in Control. In the event of a Change of Control
after the Effective Date, (i) if determined by the Committee in the applicable
Award agreement or otherwise, 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 and Share Appreciation Rights,
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 Share Appreciation Rights (or, if no consideration is paid
in any such transaction, the Fair Market Value of the Shares subject to such
Options or Share Appreciation Rights) over the aggregate exercise price of such
Options or Share Appreciation Rights 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 or (C) provide that for a period of at least
15 days prior to the Change of Control, such Options shall be exercisable as to
all shares subject thereto and that upon the occurrence of the Change of
Control, such Options shall terminate and be of no further force and effect.





10. No Right to Employment or Awards




     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).









 



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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, administrator or
trustee of such estate, or any receiver or trustee in bankruptcy or representative of the
Participant’s creditors.



12. No Transfer of Awards




     Unless otherwise permitted by the Committee, an Award shall not be transferable or assignable,
in whole or in part, 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. Any purported transfer or
assignment without the Committee’s approval shall be void.



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 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 meet 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 granted 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. 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
considers 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









 



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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, 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.
Without limiting the generality of the foregoing, Shares distributed pursuant to an Award may
consist, in whole or in part, of authorized and unissued Shares, treasury Shares or Shares
purchased on the open market. Additionally, in the discretion of the Committee, American
Depository Shares may be distributed in lieu of Shares in settlement of any Award, provided that
the American Depository Shares shall be of equal value to the Shares that would have otherwise been
distributed. 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 shall be adjusted to reflect the distribution of
American Depository Shares 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 form 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













 



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     The Plan shall be governed by and construed in accordance with the laws of the state of New
York.



18. Effectiveness of the Plan




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



	 	 	 	 	 
	 	CHARM COMMUNICATIONS INC.

 	 
	 	/S/ Dang He
 	 
	 	Name:  	Dang He 	 
	 	Title:  	Chairman of the Board of Directors 	 
	 	Date: 	April 1, 2008