EX-4.5






Exhibit 4.5




SouFun Holding Limited




Stock Related Award Incentive Plan




(see Appendix: Stock Related Award Incentive Plan and Administration before the Company’s IPO)



By signing this agreement, the GRANTEE (employees and directors) and the Company (SouFun Holdings
Limited) confirm the stock related incentive arrangement between the GRANTEE and the Company since
the employee started working with the Company. This agreement is for stock related award incentive
plans before the Company’s stocks become publicly tradable. Both the GRANTEE and the Company
present that the above terms are true and accurate and that, except for the options referred above,
the GRANTEE does not own shares in the Company or options to purchase the shares of the Company.




	 	 	 	 	 
	GRANTEE

	 	 	SOUFUN HOLDINGS LIMITED
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	 
	 	 
	 

	 	 	By:	 
	 

	 	 	 	 
	Signature

	 	 	 	 
	 

	 	 	Print Name:      Tianquan Mo
	 
	 	 	 	 
	 

	 	 	Title: Chairman of the Board
	 
Print Name
	 	 	 	 





 









 






APPENDIX: Stock Related Award Incentive Plan and Administration before the Company’s IPO



1. Purposes of the Plan. The purposes of this Stock Related Award Incentive Plan are to
attract and retain the best available personnel, to provide additional incentive to Employees and
Directors for a long term of commitment to the success of the Company’s business.



2. Administrator. The Company Chairman and CEO is acting as the Administrator who is
authorized under the Plan to award any type of arrangement to an Employee and Director 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.



3. Conditions of Awards. 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.



4. Transferability of Awards. Incentive Stock Options may not be sold, pledged, assigned,
hypothecated, transferred, or disposed of in any manner before the Company’s IPO.



5. 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 and Director to whom an Award is so granted.



6. Exercise of Awards. 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 40% 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 and Directort, the Award Agreement may provide that
the Award may become exercisable, subject to reasonable conditions such as such Officer’s and
Director’s Continuous Service, at any time or during any period established in the Award Agreement.
Before the Company accomplishes its IPO and its stocks become publicly tradable, if GRANTEE
terminates its employment relationship with the Company for whatever reason, the award (no matter
vested or not) will be in the Company’s disposal and become void. After the Company’s IPO and its
stocks become


 









 






publicly tradable, a new Stock Related Award Incentive Plan will be adopted for the exercise of
award.



7. Taxes. No Shares will be delivered to the Grantee or other person pursuant to the
exercise of the Option until the Grantee or other person has made arrangements acceptable to the
Administrator for the satisfaction of applicable income tax, employment tax, and social security
tax withholding obligations, including, without limitation, obligations incident to the receipt of
Shares or the disqualifying disposition of Shares received on exercise of an Incentive Stock
Option. Upon exercise of the Option, the Company or the Grantee’s employer may offset or withhold
(from any amount owed by the Company or the Grantee’s employer to the Grantee) or collect from the
Grantee or other person an amount sufficient to satisfy such tax obligations and/or the employer’s
withholding obligations.



8. Restrictions on Exercise. The Option may not be exercised if the issuance of the Shares
subject to the Option upon such exercise would constitute a violation of any Applicable Laws. In
addition, the Option, if an Incentive Stock Option, may not be exercised until such time as the
Plan has been approved by the shareholders of the Company.



9. Change in control. In the event of a “change in control” (as defined below) or a merger
of the Company, each outstanding stock option may be assumed or an equivalent stock option or right
may be substituted by the successor corporation. In the event that no such substitution or
assumption occurs, the outstanding stock options will automatically vest and become exercisable for
a period of 30 days, after which the stock options will terminate. “Change in Control” means the
consummation of one of the following: (i) the acquisition of fifty percent (50%) or more of the
total voting power represented by the Company’s outstanding voting securities pursuant to a tender
offer validly made under federal or state law(other than by virtual of repurchase by the Company
not involving any related issuances to an acquirer); (ii) a merger, reverse merger, consolidation
or other reorganization of the Company (other than a reincorporation of the Company) (a “Corporate
Transaction”), if after giving effect to a Corporate Transaction, the shareholders of the Company
immediately prior to such Corporate Transaction do not represent a majority in interest of the
holders of the voting securities (on a fully diluted basis) of the surviving or resulting entity
after the Corporate Transaction; (iii) the sale, transfer or other disposition of substantially all
of the assets of the Company; or (iv) the dissolution of the Company pursuant to action validly
taken by the shareholders of the Company in accordance with applicable state law. Notwithstanding
the foregoing, a Change in Control shall not be deemed to occur in the event of (a) a liquidation
of the Company in connection with the shutdown of the Company’s operations, or (b) the acquisition
of newly issued securities of the Company by one or more institutional investors (or affiliates
thereof) in a transaction or series of related transactions that are primarily undertaken by the
Company to obtain financing (and not in connection with any repurchase by the Company or other
purchase of outstanding securities).



10. Conditions to void the options. All of GRANTEE’s options will become void and all
exercised options and any proceed from those exercised options shall be given back to the Company
for the following CAUSES: 1) (i) any act of fraud taken by the GRANTEE in connection with his/her
responsibilities and intended to result in substantial personal enrichment to the GRANTEE; (ii)
conviction of a felony not involving a motor vehicle; (iii) GRANTEE’s willful act which constitutes
gross misconduct and which is materially injurious to the Company; (iv) violation of your


 









 






employment agreement with the Company; or (v) your incurable material breach of any element of the
Company’s Employee Patent and Confidential Information Agreement, including without limitation,
your theft or other misappropriation of the Company’s proprietary information; provided that such
breach is not done in a good faith belief of the best interests of the Company; 2) During the term
of the GRANTEE’s employment with the Company and for 24 months thereafter, the GRANTEE accepts or
procures any ownership interest in, employment with, or provide any consulting services to or
otherwise assist, any person, corporation, partnership or other entity which is engaged in real
estate and home furnishing media (including both online and offline) business and other businesses
in competition with the Company; 3) The GRANTEE solicits, induces, encourages or otherwise causes
any other officer or employee of the Company to terminate such officer’s or employee’s employment
with the Company.



11. Trust Arrangement. The options granted to the GRANTEE and subsequently, the common
shares resulted from option exercise will be put into a representative trust or Company which will
act as direct shareholding entity to the Company, together with those of other Grantees.



12. Currency. The prevailing currency of this Stock Related Award Incentive Plan shall be
US$. For the convenience of the Grantee, the prices may be quoted by HK$ or RMB based upon the
exchange rate on award date.



13. Reservation. Before the IPO and the Company’s stocks become publicly tradable, the
Company reserves the rights to change and revert any terms of this Stock Related Award Incentive
Plan.



14. Valid term. The stock related award will be valid for ten years.