EX-4.6





Exhibit
4.6



SouFun Holdings Limited




2010 Stock Incentive Plan




July 2, 2010




     1. Purposes of the Plan. The purposes of this Stock Incentive Plan are to attract and
retain the best available personnel, to provide additional incentive to Employees, Directors and
Consultants and to promote the success of the Company’s business.



     2. Definitions. As used herein, the following definitions shall apply:




     (a) “Administrator” means the Board or the Committee.




     (b) “Applicable Laws” means the legal requirements relating to the
administration of stock incentive plans, if any, under applicable provisions of federal
securities laws, state corporate and securities laws, the Code, the rules of any applicable
stock exchange or national market system, and the rules of any foreign jurisdiction
applicable to Awards granted to residents therein.




     (c) “Award” means the grant of an Option or other right or benefit under the
Plan.




     (d) “Award Agreement” means the written agreement evidencing the grant of an
Award executed by the Company and the Grantee, a form of which is attached hereto as the
Stock Option Award Agreement, including any amendments thereto.




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




     (f) “Cause” has the meaning as defined in the Award Agreement.




     (g) “Code” means the United States Internal Revenue Code of 1986, as amended.




     (h) “Committee” means any committee appointed by the Board to administer the
Plan.




     (i) “Company” means SouFun Holdings Limited, an exempted company incorporated
and existing under the laws of the Cayman Islands.




     (j) “Consultant” means any person (other than an Employee or a Director, solely
with respect to rendering services in such person’s capacity as a Director) who is engaged
by the Company or any Related Entity to render consulting or advisory services to the
Company or such Related Entity or whom the Board determines has made contributions to the
business or other development of the Company.




     (k) “Continuous Service” means that the provision of services to the Company or
a Related Entity in any capacity of Employee, Director or Consultant is not interrupted or
terminated. Continuous Service shall not be considered interrupted



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in the case of (i) any approved leave of absence, (ii) transfers among the Company, any
Related Entity, or any successor, in any capacity of Employee, Director or Consultant, or
(iii) any change in status as long as the individual remains in the service of the Company
or a Related Entity in any capacity of Employee, Director or Consultant (except as otherwise
provided in the Award Agreement). An approved leave of absence shall include sick leave,
military leave, or any other authorized personal leave. For purposes of Incentive Stock
Options, no such leave may exceed ninety (90) days unless reemployment upon expiration of
such leave is guaranteed by statute or contract.




     (l) “Corporate Transaction” has the meaning as defined in the Award Agreement.




     (m) “Director” means a member of the Board or the board of directors of any
Related Entity.




     (n) “Disability” has the meaning as defined in the Award Agreement.




     (o) “Employee” means any person, including an Officer or Director, who is an
employee of the Company or any Related Entity. The payment of an independent director’s fee
by the Company or a Related Entity shall not be sufficient to constitute “employment” by the
Company.




     (p) “Exchange Act” means the United States Securities Exchange Act of 1934, as
amended.




     (q) “Exercise Price” has the meaning as defined in the Award Agreement.




     (r) “Fair Market Value” means, as of any date, the value of Ordinary Shares as
follows:




     (i) Where there exists a public market for the Ordinary Shares, the Fair Market
Value shall be (A) 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 determined by the Administrator to be the primary market for the Ordinary
Shares or the New York Stock Exchange, whichever is applicable or (B) if the
Ordinary Shares are not traded on any such exchange or national market system, the
average of the closing bid and asked prices of a Share on the NYSE 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 Administrator deems reliable; or




     (ii) In the absence of an established market for the Ordinary Shares of the
type described in (i), above, the Fair Market Value thereof shall be determined by
the Administrator in good faith by reference to the placing price of the latest
private placement of the Shares and the development of the



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Company’s business operations since such latest private placement; provided that, with respect to any Grantee subject to Section 409A of the Code, Fair
Market Value shall be determined in a manner consistent with the requirements of
such section;




provided, however, that such value of Ordinary Shares, for purposes of this Plan, shall not
be lower than HK$1.00 per Share with adjustments permitted for recapitalization, share
split or combination and share dividends occurring subsequent to the date of this Plan.




     (s) “Grantee” means an Employee, Director or Consultant who receives an Award
under the Plan.




     (t) “Immediate Family” means any child, stepchild, grandchild, parent,
stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law,
father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including
adoptive relationships, any person sharing the Grantee’s household (other than a tenant or
employee), a trust in which these persons (or the Grantee) have more than fifty percent
(50%) of the beneficial interest, a foundation in which these persons (or the Grantee)
control the management of assets, and any other entity in which these persons (or the
Grantee) own more than fifty percent (50%) of the voting interests.




     (u) “Incentive Stock Option” means an Option intended to qualify as an
incentive stock option within the meaning of Section 422 of the Code.




     (v) “Non-Qualified Stock Option” means an Option not intended to qualify as an
Incentive Stock Option.




     (w) “Officer” means a person who is an officer of the Company or a Related
Entity within the meaning of Section 16 of the Exchange Act and the rules and regulations
promulgated thereunder.




     (x) “Option” means an option to purchase Shares pursuant to an Award Agreement
granted under the Plan.




     (y)
“Ordinary Share” or “Share” means an
ordinary share, HK$1.00 par
value, of the Company, or the number or fraction of American Depositary Shares representing
such ordinary share.




     (z) “Parent” means a “parent corporation”, whether now or hereafter
existing, as defined in Section 424(e) of the Code.




     (aa) “Plan” means this 2010 Stock Incentive Plan.




     (bb) “Registration Date” means the first to occur of (i) the closing of the
first sale to the general public of (A) Ordinary Shares or American depositary shares or (B)
the same class of securities of a successor corporation (or its Parent) issued pursuant to a
Corporate Transaction in exchange for or in substitution of the Ordinary Shares, pursuant to
a registration statement filed with and declared effective by the



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SEC under the Securities Act; and (ii) in the event of a Corporate Transaction, the date of the consummation of the Corporate Transaction if the same class of securities
of the successor corporation (or its Parent) issuable in such Corporate Transaction shall
have been sold to the general public pursuant to a registration statement filed with and
declared effective by the SEC under the Securities Act, on or prior to the date of
consummation of such Corporate Transaction.




     (cc) “Related Entity” means any Parent, Subsidiary and any business,
corporation, partnership, limited liability company or other entity in which the Company, a
Parent or a Subsidiary holds a substantial ownership interest, directly or indirectly or any
of the Variable Interest Entities.




     (dd) “SEC” means the United States Securities and Exchange Commission.




     (ee) “Securities Act” means the United States Securities Act of 1933, as
amended.




     (ff) “Subsidiary” means a “subsidiary corporation”, whether now or hereafter
existing, as defined in Section 424(f) of the Code.




     (gg) “Variable Interest Entities” means Beijing SouFun Internet Information
Service Co., Ltd., Beijing Jia Tian Xia Advertising Co., Ltd., Beijing SouFun Science and
Technology Development Co., Ltd., Beijing China Index Information Co., Ltd., Shanghai Jia
Biao Tang Advertising Co., Ltd., Shanghai SouFun Advertising Co., Ltd., Beijing Century Jia
Tian Xia Technology Development Co., Ltd., Tianjin Jia Tian Xia Advertising Co., Ltd.,
Shanghai China Index Consultancy Co., Ltd., Beijing Litianrongze Science and Technology
Development Co., Ltd., Tianjin Xinrui Jia Tian Xia Advertising Co., Ltd. and any future
variable interest entities which the Company consolidates in its financial statements.



     3. Stock Subject to the Plan.




     (a) Subject to the provisions of Section 10 below, the maximum aggregate number of
Shares which may be issued pursuant to all Awards (including Incentive Stock Options) is up
to ten percent (10%) of the aggregate number of Shares issued and outstanding from time to
time and Shares issuable upon conversion of any preferred shares of the Company issued and
outstanding from time to time.




     (b) Any Shares covered by an Award (or portion of an Award) which is forfeited or
cancelled, expires or is settled in cash, shall be deemed not to have been issued for
purposes of determining the maximum aggregate number of Shares which may be issued under the
Plan. If any unissued Shares are retained by the Company upon exercise of an Award in order
to satisfy the exercise price for such Award or any withholding taxes due with respect to
such Award, such retained Shares subject to such Award shall become available for future
issuance under the Plan (unless the Plan has terminated). 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 issuance under the Plan.



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     4. Administration of the Plan.




     (a) Plan Administrator. With respect to grants of Awards to Employees,
Directors, or Consultants, the Plan shall be administered by (A) the Board or (B) the
Committee (or a subcommittee of the Committee designated by the Board), which Committee
shall be constituted in such a manner as to satisfy Applicable Laws. Once appointed, such
Committee shall continue to serve in its designated capacity until otherwise directed by the
Board.




     (b) Powers of the Administrator. Subject to Applicable Laws and the provisions
of the Plan (including any other powers given to the Administrator hereunder) and except as
otherwise provided by the Board, the Administrator shall have the authority, in its
discretion:




     (i) to select the Employees, Directors and Consultants to whom Awards may be
granted from time to time hereunder;




     (ii) to determine whether and to what extent Awards are granted hereunder;




     (iii) to determine the number of Shares or the amount of consideration to be
covered by each Award granted hereunder;




     (iv) to approve forms of Award Agreements for use under the Plan;




     (v) to determine the terms and conditions of any Award granted hereunder;




     (vi) to establish additional terms, conditions, rules or procedures to
accommodate the rules or laws of applicable foreign jurisdictions and to afford
Grantees favorable treatment under such rules or laws; provided, however, that no
Award shall be granted under any such additional terms, conditions, rules or
procedures with terms or conditions which are inconsistent with the provisions of the
Plan;




     (vii) to construe and interpret the terms of the Plan and Awards, including
without limitation, any notice of award or Award Agreement, granted pursuant to the
Plan; and




     (ix) to take such other action, not inconsistent with the terms of the Plan, as
the Administrator deems appropriate.



     5. Eligibility. Awards other than Incentive Stock Options may be granted to
Employees, Directors and Consultants. Incentive Stock Options may be granted only to employees of
the Company, a Parent or a Subsidiary. An Employee, Director or Consultant who has been granted an
Award may, if otherwise eligible, be granted additional Awards. Awards may be granted to such
Employees, Directors or Consultants who are residing in foreign jurisdictions as the Administrator
may determine from time to time.



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     6. Terms and Conditions of Awards.




     (a) Type of Awards. The Administrator is authorized under the Plan to award
any type of arrangement to an Employee, Director or Consultant that is not inconsistent with
the provisions of the Plan and that by its terms involves or might involve the issuance of
(i) Shares, (ii) an Option, or similar right with a fixed or variable price related to the
Fair Market Value of the Shares and with an exercise or conversion privilege related to the
passage of time, the occurrence of one or more events, or the satisfaction of performance
criteria or other conditions, or (iii) any other security with the value derived from the
value of the Shares. Such Awards include, without limitation, Options, and an Award may
consist of one such security or benefit or two (2) or more of them in any combination or
alternative.




     (b) Designation of Award. Each Award shall be designated in the Award
Agreement. In the case of an Option, the Option shall be designated as either an Incentive
Stock Option or a Non-Qualified Stock Option. However, notwithstanding such designation, to
the extent that the aggregate Fair Market Value of Shares subject to Options designated as
Incentive Stock Options which become exercisable for the first time by a Grantee during any
calendar year (under all plans of the Company or any Parent or Subsidiary) exceeds
US$100,000, such excess Options, to the extent of the Shares covered thereby in excess of
the foregoing limitation, shall be treated as Non-Qualified Stock Options. For this
purpose, Incentive Stock Options shall be taken into account in the order in which they were
granted, and the Fair Market Value of the Shares shall be determined as of the grant date of
the relevant Option.




     (c) Conditions of Award. Subject to the terms of the Plan, the Administrator
shall determine the provisions, terms, and conditions of each Award including, but not
limited to, the Award vesting schedule, repurchase provisions, rights of first refusal,
forfeiture provisions, form of payment (cash, Shares, or other consideration) upon
settlement of the Award, payment contingencies, and satisfaction of any performance
criteria. The performance criteria established by the Administrator may be based on any one
of, or combination of, increase in share price, earnings per share, total shareholder
return, return on equity, return on assets, return on investment, net operating income, cash
flow, revenue, economic value added, personal management objectives, or other measure of
performance selected by the Administrator. Partial achievement of the specified criteria
may result in a payment or vesting corresponding to the degree of achievement as specified
in the Award Agreement.




     (d) Acquisitions and Other Transactions. The Administrator may issue Awards
under the Plan in settlement, assumption or substitution for, outstanding Awards or
obligations to grant future Awards in connection with the Company or a Related Entity
acquiring another entity, an interest in another entity or an additional interest in a
Related Entity whether by merger, stock purchase, asset purchase or other form of
transaction.




     (e) Deferral of Award Payment. Subject to applicable laws, the Administrator
may establish one or more programs under the Plan to permit selected



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Grantees the
opportunity to elect to defer receipt of consideration upon exercise of an Award, satisfaction of performance criteria, or other event that absent the election
would entitle the Grantee to payment or receipt of Shares or other consideration under an
Award. The Administrator may establish the election procedures, the timing of such
elections, the mechanisms for payments of, and accrual of interest or other earnings, if
any, on amounts, Shares or other consideration so deferred, and such other terms,
conditions, rules and procedures that the Administrator deems advisable for the
administration of any such deferral program.




     (f) Award Exchange Programs. The Administrator may establish one or more
programs under the Plan to permit selected Grantees to exchange an Award under the Plan for
one or more other types of Awards under the Plan on such terms and conditions as determined
by the Administrator from time to time.




     (g) Separate Programs. The Administrator may establish one or more separate
programs under the Plan for the purpose of issuing particular forms of Awards to one or more
classes of Grantees on such terms and conditions as determined by the Administrator from
time to time.




     (h) Early Exercise. Any Award granted hereunder shall have a vesting period of
no less than four (4) years with one-fourth of the options under any Award to vest at each
anniversary of the date of grant of such Award; provided, however, that any Award granted to
an Employee or Consultant may vest upon such grant or be subject to a different vesting
schedule if so decided by the Board and set forth in the Award Agreement with, and the
relevant Award notice to, such Consultant. The Award Agreement may, but need not, include a
provision whereby the Grantee may elect, at any time while being an Employee, Director or
Consultant, to exercise any part or all of the Award prior to full vesting of the Award.
Any unvested Shares received pursuant to such exercise may be subject to a repurchase right
in favor of the Company or a Related Entity or to any other restriction the Administrator
determines to be appropriate.




     (i) Term of Award. The term of each Award shall be the term stated in the
Award Agreement. However, in the case of an Incentive Stock Option granted to a Grantee
who, at the time the Option is granted, owns stocks representing more than ten percent (10%)
of the voting power of all classes of the stocks of the Company or any Parent or Subsidiary,
the term of the Incentive Stock Option shall be four (4) years from the date of grant
thereof or such shorter term as may be provided in the Award Agreement.




     (j) Transferability of Awards. Incentive Stock Options may not be sold,
pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by
will or by the laws of descent or distribution and may be exercised, during the lifetime of
the Grantee, only by the Grantee; provided, however, that the Grantee may designate a
beneficiary of the Grantee’s Incentive Stock Option in the event of the Grantee’s death on a
beneficiary designation form provided by the Administrator. Other Awards shall be
transferred by will and by the laws of descent and distribution, and during the lifetime of
the Grantee, by gift and/or pursuant to a domestic relations order to members of the
Grantee’s Immediate Family to the extent and in the manner



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determined by the Administrator.
Except as set forth in this Section (j), no Grantee shall in any way sell, transfer, charge, mortgage, encumber or create any interest
(legal or beneficial) in favor of any third party over or in relation to any Award or
attempt to do so. Any breach of the foregoing shall entitle the Company to cancel any
outstanding Options or any part thereof granted to such Grantee.




     (k) Time of Granting Awards. The date of grant of an Award shall for all
purposes be the date on which the Administrator makes the determination to grant such Award,
or such other date as is determined by the Administrator. Notice of the grant determination
shall be given to each Employee, Director or Consultant to whom an Award is so granted
within a reasonable time after the date of such grant.



     7. Award Exercise or Purchase Price, Consideration and Taxes.




     (a) Exercise or Purchase Price. The exercise or purchase price, if any, for an
Award shall be as follows:




	 	(i)	 	In the case of an Incentive Stock Option:






(A) granted to an Employee who, at the time of the grant of such Incentive
Stock Option owns stocks representing more than ten percent (10%) of the
voting power of all classes of stocks of the Company or any Parent or
Subsidiary, the per Share exercise price shall be not less than one hundred
percent (100%) of the Fair Market Value per Share on the date of grant; or




(B) granted to any Employee other than an Employee described in the
preceding paragraph, the per Share exercise price shall be not less than one
hundred percent (100%) of the Fair Market Value per Share on the date of
grant.




	 	(ii)	 	In the case of a Non-Qualified Stock Option, the per Share
exercise price shall be not less than one hundred percent (100%) of the Fair
Market Value per Share on the date of grant unless otherwise determined by the
Administrator; provided, however, that such per Share exercise price shall be
one hundred percent (100%) with respect to any Grantee subject to Section 409A
of the Code.
	 
	 	(iii)	 	Notwithstanding the foregoing provisions of this Section 7(a),
in the case of an Award issued pursuant to Section 6(d) above, the exercise or
purchase price for the Award shall be determined in accordance with the
principles of Section 424(a) of the Code or other Applicable Law.
	 
	 	(iv)	 	Notwithstanding the foregoing provisions of this Section 7(a),
if the exercise price determined pursuant to the foregoing shall fall below the
par value of the Shares, the exercise price shall be the par value of the
Shares.





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     (b) Consideration. Subject to Applicable Laws, the consideration to be paid
for the Shares to be issued upon exercise or purchase of an Award, including the method of payment, shall be determined by the Administrator (and, in the case of an
Incentive Stock Option, shall be determined at the time of grant). In addition to any other
types of consideration the Administrator may determine, the Administrator is authorized to
accept as consideration for Shares issued under the Plan the following:




     (i) cash or check in U.S. dollars (in connection therewith the Administrator
may require the Grantee to provide evidence that the funds were taken out of the
People’s Republic of China in accordance with applicable foreign exchange control
laws and regulations);




     (ii) cash or check in Hong Kong dollars (in an amount converted from U.S.
dollars at the rate announced by banks in Hong Kong on the date the Exercise Notice
(in the form set forth in the Award Agreement) is received by the Company);




     (iii) cancellation of indebtedness owed by the Company to the Grantee; or




     (iv) any combination of the foregoing methods of payment.




     (c) Taxes.




     (i) As a condition of the exercise of an Award under the Plan, the Grantee (or
in the case of the Grantee’s death, the person exercising the Award) shall make such
arrangements as the Administrator may require or permit for the satisfaction of any
applicable federal, state, local or foreign withholding tax obligations that may
arise in connection with the exercise of an Award and the issuance of Shares. The
Company shall not be required to issue any Shares under the Plan until such
obligations are satisfied.




     (ii) In the case of an Employee and in the absence of any other arrangement,
the Employee shall be deemed to have directed the Company to withhold or collect
from his or her compensation an amount sufficient to satisfy such tax obligations
from the next payroll payment otherwise payable after the date of an exercise of the
Award.




     (iii) In the case of a Grantee other than an Employee (or in the case of an
Employee where the next payroll payment is not sufficient to satisfy such tax
obligations, with respect to any remaining tax obligations), upon and after the
Registration Date, in the absence of any other arrangement and to the extent
permitted under the Applicable Laws, such Grantee shall be deemed to have elected to
have the Company withhold from the issue of the Shares to be issued upon exercise of
the Award that number of Shares having a Fair Market Value determined as of the
applicable Tax Date (as defined below) equal to the amount required to be withheld.
For purposes of this Section 7, the Fair Market Value of the Shares to be withheld
shall be determined on the date that



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the amount of tax to be withheld is to be
determined under the Applicable Laws (the “Tax Date”).




     (iv) At the discretion of the Administrator, a Grantee may satisfy his or her
tax withholding obligations arising in connection with an Award by one or some
combination of the following methods: (A) by cash payment; (B) by payroll deduction
out of Grantee’s current compensation; (C) if permitted by the Administrator, in its
discretion, a Grantee may satisfy his or her tax withholding obligations upon
exercise of an Award by surrendering to the Company Shares that (1) in the case of
Shares previously acquired from the Company, have been owned by the Grantee for more
than six (6) months on the date of surrender, and (2) have a Fair Market Value
determined as of the applicable Tax Date equal to the amount required to be
withheld; or (D) if permitted by the Administrator, in its discretion, a Grantee may
satisfy his or her tax withholding obligations by electing to have the Company
withhold from the Shares to be issued upon exercise of the Award that number of
Shares having a Fair Market Value, determined as of the applicable Tax Date, equal
to the amount required to be withheld.




     (v) Any election or deemed election by a Grantee to have Shares withheld to
satisfy tax withholding obligations under Section 7(c)(iii) or (iv) above shall be
irrevocable as to the particular Shares as to which the election is made or deemed
made and shall be subject to the consent or disapproval of the Administrator. Any
election by a Grantee under Section 7(c)(iv) above must be made on or prior to the
applicable Tax Date.




     (vi) In the event that an election to have the issue of Shares withheld is made
by a Grantee and the Tax Date is deferred under Section 83 of the Code because no
election is filed under Section 83(b) of the Code, the Grantee shall receive the
full number of Shares with respect to which the Award or Option is exercised but
such Grantee shall be unconditionally obligated to tender back to the Company the
proper number of Shares on the Tax Date.



     8. Exercise of Award.




     (a) Procedure for Exercise; Rights as a Shareholder.




     (i) Any Award granted hereunder shall be exercisable at such times and under
such conditions as determined by the Administrator under the terms of the Plan and
specified in the Award Agreement, but in the case of an Option, in no case at a rate
of more than one fourth per year over the vesting period from the date the Option is
granted. Notwithstanding the foregoing, in the case of any Award granted to an
Officer, Director or Consultant, the Award Agreement may provide that the Award may
become exercisable, subject to reasonable conditions such as such Officer’s,
Director’s or Consultant’s Continuous Service, at any time or during any period
established in the Award Agreement.



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     (ii) An Award shall be deemed to be exercised when written notice of such
exercise has been given to the Company in accordance with the terms of the Award by
the person entitled to exercise the Award and full payment for the Shares is made with respect to which the Award is exercised. Until the
issuance (as evidenced by the appropriate entry on the books of the Company or of a
duly authorized transfer agent of the Company) of the stock certificate evidencing
such Shares, no right to vote or receive dividends or any other rights as a
shareholder shall exist with respect to Shares subject to an Award, notwithstanding
the exercise of an Option or other Award. The Company shall issue (or cause to be
issued) such stock certificate promptly upon exercise of an Award. No adjustment
will be made for a dividend or other right for which the record date is prior to the
date the stock certificate is issued, except as provided in the Award Agreement or
Section 10 below.




     (b) Exercise of Award Following Termination of Continuous Service.




     (i) An Award may not be exercised after the termination date of such Award set
forth in the Award Agreement and may be exercised following the termination of a
Grantee’s Continuous Service only to the extent allowed under the Award Agreement
and if such Grantee’s Continuous Service was terminated without Cause, in which
case, the Grantee shall be entitled to exercise any outstanding Awards within three
(3) months of the date of such termination or such other period as may be designated
in the Award Agreement. In the event of termination of the Grantee’s Continuous
Service for Cause, the Grantee’s right to exercise the Option shall, except as
otherwise determined by the Administrator, terminate concurrently with the
termination of the Grantee’s Continuous Service. In no event shall the Option be
exercised later than the Expiration Date set forth in the Notice of Stock Option
Award.




     (ii) Any Award designated as an Incentive Stock Option to the extent not
exercised within the time permitted by Applicable Laws for the exercise of Incentive
Stock Options following the termination of a Grantee’s Continuous Service without
Cause shall convert automatically to a Non-Qualified Stock Option and thereafter
shall be exercisable as such for a period as set forth under Section 8(b)(i) above.




     (c) “Easy Sale” Exercise. In lieu of the payment methods set forth herein,
when permitted by Applicable Laws and applicable regulations (including NYSE and
FINRA rules), the Grantee may pay the Exercise Price through a “same day sale”
commitment from the Grantee (and, if applicable, a broker-dealer that is a member of
the Financial Industry Regulaory Authority (a “FINRA Dealer”)), whereby the Grantee
irrevocably elects to exercise his/her Options and to sell at least that number of
Shares so purchased to pay the Exercise Price (and up to all of the Shares so
purchased) and the Grantee (or, if applicable, the FINRA Dealer) commits upon sale
(or, in the case of the FINRA Dealer, upon receipt) of such Shares to forward the
Exercise Price directly to the Company, with any sale proceeds in excess of the
Exercise Price being for the benefit of the Grantee.



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     9. Conditions Upon Issuance of Shares.




     (a) Shares shall not be issued pursuant to the exercise of an Award unless the exercise
of such Award and the issuance and delivery of such Shares pursuant thereto shall comply
with all Applicable Laws, and shall be further subject to the approval of counsel for the
Company with respect to such compliance.




     (b) As a condition to the exercise of an Award, the Company may require the person
exercising such Award to represent and warrant at the time of any such exercise that the
Shares are being purchased only for investment and without any present intention to sell or
distribute such Shares if, in the opinion of counsel for the Company, such a representation
or warranty is required by any Applicable Laws.



     10. Adjustments Upon Changes in Capitalization. Subject to any required action by the
shareholders of the Company, the number of Shares covered by each outstanding Award, and the number
of Shares which have been authorized for issuance under the Plan but as to which no Awards have yet
been granted or which have been returned to the Plan, the exercise or purchase price of each such
outstanding Award, as well as any other terms that the Administrator determines require adjustment
shall be proportionately adjusted for (i) any increase or decrease in the number of issued Shares
resulting from a stock split, reverse stock split, stock dividend, combination or reclassification
of the Shares, or similar transaction affecting the Shares, (ii) any other increase or decrease in
the number of issued Shares effected without receipt of consideration by the Company, or (iii) as
the Administrator may determine in its discretion, any other transaction with respect to Shares to
which Section 424(a) of the Code applies or a similar transaction; provided, however, that
conversion of any convertible securities of the Company shall not be deemed to have been “effected
without receipt of consideration.” Such adjustment shall be made by the Administrator and its
determination shall be final, binding and conclusive. Except as the Administrator determines, no
issuance by the Company of shares of stock of any class, or securities convertible into shares of
stock of any class, shall affect, and no adjustment by reason hereof shall be made with respect to,
the number or price of Shares subject to an Award.



     11. Effective Date and Term of Plan. The Plan shall become effective upon the earlier
to occur of its adoption by the Board or its approval by the shareholders of the Company. It shall
continue in effect for a term of ten (10) years unless sooner terminated. Subject to Section 16
below and Applicable Laws, Awards may be granted under the Plan upon its becoming effective.



     12. Amendment, Suspension or Termination of the Plan.




     (a) The Board may at any time amend, suspend or terminate the Plan. To the extent
necessary to comply with Applicable Laws, the Company shall obtain shareholder approval of
any Plan amendment in such a manner and to such a degree as required.




     (b) No Award may be granted during any suspension of the Plan or after termination of
the Plan.



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     (c) Any amendment, suspension or termination of the Plan (including termination of the
Plan under Section 12(a) above) shall not affect Awards already granted, and such Awards
shall remain in full force and effect as if the Plan had not been amended, suspended or terminated unless mutually agreed otherwise between the
Grantee and the Administrator, which agreement must be in writing and signed by the Grantee
and the Company.



     13. Reservation of Shares.




     (a) The Company, during the term of the Plan, will at all times reserve and keep
available such number of authorized but unissued Shares as shall be sufficient to satisfy
the requirements of the Plan.




     (b) The inability of the Company to obtain authority from any regulatory body having
jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the
lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability
in respect of the failure to issue or sell such Shares as to which such requisite authority
shall not have been obtained.



     14. No Effect on Terms of Employment/Consulting Relationship. The Plan shall not
confer upon any Grantee any right with respect to the Grantee’s Continuous Service, nor shall it
interfere in any way with his or her right or the Company’s right to terminate the Grantee’s
Continuous Service at any time, with or without Cause.



     15. No Effect on Retirement and Other Benefit Plans. Except as specifically provided
in a retirement or other benefit plan of the Company or a Related Entity, Awards shall not be
deemed compensation for purposes of computing benefits or contributions under any retirement plan
of the Company or a Related Entity, and shall not affect any benefits under any other benefit plan
of any kind or any benefit plan subsequently instituted under which the availability or amount of
benefits is related to level of compensation. The Plan is not a “Pension Plan” or “Welfare Plan”
under the Employee Retirement Income Security Act of 1974, as amended.



     16. Shareholder Approval. The grant of Incentive Stock Options under the Plan shall
be subject to approval by the shareholders of the Company within twelve (12) months before or after
the date the Plan is adopted excluding Incentive Stock Options issued in substitution for
outstanding Incentive Stock Options pursuant to Section 424(a) of the Code. Such shareholder
approval shall be obtained in the degree and manner required under Applicable Laws. The
Administrator may grant Incentive Stock Options under the Plan prior to approval by the
shareholders, but until such approval is obtained, no such Incentive Stock Option shall be
exercisable. In the event that shareholder approval is not obtained within the twelve (12) month
period provided above, all Incentive Stock Options previously granted under the Plan shall be
exercisable as Non-Qualified Stock Options.



     17. Cancellation of Awards. Any cancellation of Awards granted but not exercised must
be approved by the Grantees of the relevant Awards in writing. For the avoidance of doubt, such
approval is not required in the event any Award is cancelled pursuant to Section 6(j). Where the
Company cancels Options, the grant of new options to the same Grantee may only be made under this
Plan within the limits set out in Section 3.




     18. Applicable Law. The Plan is to be construed in accordance with and governed by the internal laws of
the Cayman Islands.





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