Fabrinet Amended and Restated 1999 Share Option Plan



 Exhibit 10.1.1 

FABRINET 

AMENDED AND RESTATED 1999 SHARE OPTION PLAN 
  

	1.	Purposes of the Plan. The purposes of this 1999 Share Option Plan are: 


 

	 	•	 	 to attract and retain the best available personnel for positions of substantial responsibility, 



 

	 	•	 	 to provide additional incentive to Employees, Directors and Consultants, and 



 

	 	•	 	 to promote the success of the Company’s business. 



Options granted under the Plan may be Incentive Share Options or Nonstatutory Share Options, as determined by the Administrator at the
time of grant. 
  

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


 

	 	(a)	“Administrator” means the Board or any of its Committees administering the Plan, in accordance with Section 4 of the Plan.


  

	 	(b)	“Applicable Law” means the requirements relating to the administration of Share Option Plans under the laws of the Cayman Islands, United States state
corporate laws, United States federal and state securities laws, the Code, any stock exchange or quotation system on which the Ordinary Shares are listed or quoted and the applicable laws of any foreign country or jurisdiction where Options are, or
will be, granted under the Plan. 

  

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

  

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


 

	 	(e)	“Committee” means a committee of Directors appointed by the Board in accordance with Section 4 of the Plan. 


 

	 	(f)	“Company” means Fabrinet, an exempted company formed under the laws of the Cayman Islands. 


 

	 	(g)	“Consultant” means any person, including an advisor, engaged by the Company or a Parent or Subsidiary to render services to such entity.


  

	 	(h)	“Director” means a member of the Board. 

  

	 	(i)	“Disability” means total and permanent disability as defined in Section 22(e)(3) of the Code. 


 

	 	(j)	“Employee” means any person, including Officers and Directors, employed by the Company or any Parent or Subsidiary of the Company. A Service Provider
(defined below) shall not cease to be an Employee in the case of (i) any leave of absence approved by the Company or (ii) transfers between locations of the Company or between the Company, its Parent, any Subsidiary, or any successor. For
purposes of Incentive Share Options, no such leave may exceed three months, unless reemployment upon expiration of such leave is guaranteed by statute or contract. If reemployment upon expiration of a leave of absence approved by the Company is not
so guaranteed on the first day following such three-month period, any Incentive Share Option held by the Optionee shall cease to be treated as an Incentive Share Option and shall be treated for tax purposes as a Nonstatutory Share Option. Neither
service as a Director nor payment of a director’s fee by the Company shall be sufficient to constitute “employment” by the Company. 









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


 

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


 

	 	i	If the Ordinary Shares are listed on any established share exchange or a national market system, including without limitation the Nasdaq National Market or The Nasdaq
SmallCap Market of The Nasdaq Global 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 such exchange or system for the last market trading day
prior to the time of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable; 

  

	 	ii	If the Ordinary Shares are regularly quoted by a recognized securities dealer but selling prices are not reported, the Fair Market Value of a Share of Ordinary
Shares shall be the mean between the high bid and low asked prices for the Ordinary Shares on the last market trading day prior to the day of determination, as reported in The Wall Street Journal or such other source as the
Administrator deems reliable; or 

  

	 	iii	In the absence of an established market for the Ordinary Shares, the Fair Market value shall be determined in good faith by the Administrator. 


 

	 	(m)	“Incentive Share Option” means an Option intended to qualify as an incentive share option within the meaning of Section 422 of the Code and the
regulations promulgated thereunder. 

  

	 	(n)	“Nonstatutory Share Option” means an Option not intended to qualify as an Incentive Share Option. 


 

	 	(o)	“Notice of Grant” means a written or electronic notice evidencing certain terms and conditions of an individual Option grant. The Notice of Grant is
part of the Option Agreement. 

  

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

  

	 	(q)	“Option” means a Share option granted pursuant to the Plan. 


 

	 	(r)	“Option Agreement” means an agreement between the Company and an Optionee evidencing the terms and conditions of an individual Option grant. The Option
Agreement is subject to the term and conditions of the Plan. 

  

	 	(s)	“Optioned Shares” means the Ordinary Shares subject to an Option. 


 

	 	(t)	“Optionee” means the holder of an outstanding Option granted under the Plan. 


 

	 	(u)	“Ordinary Shares” means the Ordinary Shares of the Company. 


 

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


  

	 	(w)	“Plan” means this Fabrinet Amended and Restated 1999 Share Option Plan, as set forth herein and as it may be amended from time to time.










	 	(x)	“Rule 16b-3” means Rule 16b-3 of the Exchange Act or any successor to Rule 16b-3, as in effect when discretion is being exercised with
respect to the Plan. 

  

	 	(y)	“Retirement” means the Optionee has reached the age of 65 years and has ten (10) years of continuous service with the Company or one of its
subsidiaries and the Optionee elects to terminate his/her relationship as a Service Provider with the Company. 

  

	 	(z)	“Section 16(b)” means Section 16(b) of the Exchange Act. 


 

	 	(aa)	“Service Provider” means an Employee, Director or Consultant. 


 

	 	(bb)	“Share” means an Ordinary Share, as adjusted in accordance with Section 12 of the Plan. 


 

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


  

	3.	Shares Subject to the Plan. Subject to adjustment as provided in Section 12 of the Plan, the maximum aggregate number of Shares that may be issued pursuant
to the Plan shall be Three Million Five Hundred Two Thousand Eight Hundred Fifty-Seven (3,502,857), plus (i) any Shares issued under the Plan that are forfeited back to the Company or canceled, and (ii) any Shares that are tendered,
whether by physical delivery or by attestation, to the Company by a Service Provider as full or partial payment of the exercise price of any Option granted pursuant to the Plan, or in payment of any applicable withholding for federal, state, city,
local or foreign income, payroll or other taxes incurred in connection with the exercise of any Option granted under the Plan; provided, however, that the total number of Shares with respect to which Incentive Share Options may be granted shall not
exceed Three Million Five Hundred Thousand (3,500,000). The Shares may be authorized and unissued shares or issued shares which have been reacquired by the Company. 


 

	4.	Administration of the Plan. 

  

	 	(a)	Procedure. 

  

	 	i	Multiple Administrative Bodies. The Plan may be administered by different Committees with respect to different groups of Service Providers.


  

	 	ii	Section 162(m). To the extent that the Administrator determines it to be desirable to qualify Options granted hereunder as “performance-based
compensation” within the meaning of Section 162(m) of the Code, the Plan shall be administered by a Committee of two or more “outside directors” within the meaning of Section l62(m) of the Code. 	 

  

	 	iii	Rule 16b-3. To the extent desirable to qualify transactions hereunder as exempt under Rule 16b-3, the transactions contemplated hereunder shall be
structured to satisfy the requirement for exemption under Rule 16b-3. 

  

	 	iv	Other Administration. Other than as provided above, the Plan shall be administered by (A) the Board or (B) a Committee, which committee shall be
constituted to satisfy Applicable Laws. 

  

	 	(b)	Powers of the Administrator. Subject to the provisions of the Plan, and in the case of a Committee, subject to the specific duties delegated by the Board to such
Committee, the Administrator shall have the authority, in its discretion: 

  

	 	i	to determine the Fair Market Value; 

  

	 	ii	to select the Service Providers to whom Options may be granted; 









	 	iii	to determine the number of Ordinary Shares to be covered by each Option granted hereunder; 


 

	 	iv	to approve forms of agreement for use under the Plan; 

  

	 	v	to determine the terms and conditions, not inconsistent with the terms of the Plan, of any Option granted hereunder. Such terms and conditions include, but are not
limited to, the exercise price, the time or times when Options may be exercised (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation regarding any Option
or the Ordinary Shares relating thereto, based in each case on such factors as the Administrator, in its sole discretion, shall determine; 

  

	 	vi	to determine whether, to what extent and under what circumstances Ordinary Shares and other amounts payable with respect to an award under this Plan shall be
deferred either automatically or at the election of the participant (including providing for and determining the amount (if any) of any deemed earnings on any deferred amount during any deferral period); 


 

	 	vii	to construe and interpret the terms of the Plan and awards granted pursuant to the Plan; 


 

	 	viii	to prescribe, amend and rescind rules and regulations relating to the Plan, including rules and regulations relating to sub-plans established for the purpose of
qualifying for preferred tax treatment under foreign tax laws; 

  

	 	ix	to modify or amend each Option (subject to Section 14(c) of the Plan), including the discretionary authority to extend the post-termination exercisability
period of Options longer than is otherwise provided for in the Plan; 

  

	 	x	to allow Optionees to satisfy withholding tax obligations by electing to have the Company withhold from the Shares to be issued upon exercise of an Option that number
of Shares having a Fair Market Value equal to (or less than) the amount required to be withheld. The Fair Market Value of the Shares to be withheld shall be determined on the date that the amount of tax to be withheld is to be
determined. All elections by an Optionee to have Shares withheld for this purpose shall be made in such form and under such conditions as the Administrator may deem necessary or advisable; 


 

	 	xi	to authorize any person to execute on behalf of the Company any instrument required to effect the grant of an Option previously granted by the Administrator; and


  

	 	xii	to make all other determinations deemed necessary or advisable for administering the Plan. 


 

	 	(c)	Effect of Administrator’s Decision. The Administrator’s decisions, determinations and interpretations shall be final and binding on all Optionees and
any other holders of Options. 

  

	5.	Eligibility. Nonstatutory Share Options may be granted to Service Providers. Incentive Share Options may be granted only to Employees. 


 

	6.	Limitations. 

  

	 	(a)	Each Option shall be designated in the Option Agreement as either an Incentive Share Option or a Nonstatutory Share Option. However, notwithstanding such designation,
to the extent that the aggregate Fair Market Value of the Shares with respect to which Incentive Share Options are exercisable for the first time by the Optionee during any calendar year (under all plans of the Company and any Parent or Subsidiary)
exceeds $100,000, such Options shall be treated as Nonstatutory Share Options. For purposes of this Section 6(a), the most recently granted options will be treated as Nonstatutory Stock Options first. The Fair Market Value of the Shares shall
be determined as of the time the Option with respect to such Shares is granted. 









	 	(b)	Neither the Plan nor any Option shall confer upon an Optionee any right with respect to continuing the Optionee’s relationship as a Service Provider with the
Company, nor shall they interfere in any way with the Optionee’s right or the Company’s right to terminate such relationship at any time, with or without cause. 


 

	 	(c)	The following limitations shall apply to grants of Options: 

  

	 	i	No Service Provider shall be granted, in any fiscal year of the Company, Options to purchase more than 300,000 Shares. 


 

	 	ii	In connection with the commencement of his or his or her initial service, a Service Provider may be granted Options to purchase up to 1,000,000 Shares that shall not
count against the limit set forth in subsection (i) above. 

  

	 	iii	The foregoing limitations shall be adjusted proportionately in connection with any change in the Company’s capitalization as described in Section 12.


  

	7.	Term of Plan. Subject to Section 18 of the Plan, the Plan shall become effective upon its adoption by the Board. It shall continue in effect for a term of
ten (10) years unless terminated earlier under Section 14 of the Plan. 

  

	8.	Term of Option. The term of each Option shall be stated in the Option Agreement. In the case of an Incentive Share Option, the term shall be seven (7) years
from the date of grant or such shorter term as may be provided in the Option Agreement. 

  

	9.	Option Exercise Price and Consideration. 

  

	 	(a)	Exercise Price. The per share exercise price for the Shares to be issued pursuant to exercise of an Option shall be no less than 100% of the Fair Market Value
per Share (or 110%, in the case of an individual described in Section 422(b)(6) of the Code (relating to certain 10% owners)) on the date of grant, as determined by the Administrator. Notwithstanding the foregoing, Options may be granted with a
per Share exercise price of less than 100% of the Fair Market Value per Share on the date of grant pursuant to a merger or other corporate transaction. 

  

	 	(b)	Waiting Period and Exercise Dates. At the time an Option is granted, the Administrator shall fix the period within which the Option may be exercised and shall
determine any conditions that must be satisfied before the Option may be exercised. 

  

	 	(c)	Form of Consideration. The Administrator shall determine the acceptable form of consideration for exercising an Option, including the method of payment. In the
case of an Incentive Share Option, the Administrator shall determine the acceptable form of consideration at the time of grant. Such consideration may consist entirely of: 


 

	 	i	cash; 

  

	 	ii	check; 

  

	 	iii	promissory note; 









	 	iv	other Shares which (A) in the case of Shares acquired upon exercise of an Option, have been owned by the Optionee for more than six months on the date of
surrender, and (B) have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which said Option shall be exercised; 


 

	 	v	consideration received by the Company under a cashless exercise program implemented by the Company in connection with the Plan; 


 

	 	vi	a reduction in the amount of any Company liability to the Optionee, including any liability attributable to the Optionee’s participation in any Company-sponsored
deferred compensation program or arrangement; 

  

	 	vii	any combination of the foregoing methods of payment; or 

  

	 	viii	such other consideration and method of payment for the issuance of Shares to the extent permitted by Applicable Laws. 


 

	10.	Exercise of Option. 

  

	 	(a)	Procedure for Exercise: Rights as a Shareholder. Any Option granted hereunder shall be exercisable according to the terms of the Plan and at such times and under
such conditions as determined by the Administrator and set forth in the Option Agreement. Unless the Administrator provides otherwise, vesting of Options granted hereunder shall be tolled during any unpaid leave of absence. An Option may not be
exercised for a fraction of a Share. 

 An Option shall be deemed exercised when the Company
receives: (i) written or electronic notice of exercise (in accordance with the Option Agreement) from the person entitled to exercise the Option, and (ii) full payment for the Shares with respect to which the Option is exercised. Full
payment may consist of any consideration and method of payment authorized by the Administrator and permitted by the Option Agreement and the Plan. Shares issued upon exercise of an Option shall be issued in the name of the Optionee or, if requested
by the Optionee in the name of the Optionee and his or her spouse. Until the Shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive
dividends or any other rights as a shareholder shall exist with respect to the Optioned Shares, notwithstanding the exercise of the Option. The Company shall issue (or cause to be issued) such Shares promptly after the Option is exercised. No
adjustment will be made for a dividend or other right for which the record date is prior to the date the Shares are issued, except as provided in Section 12 of the Plan. 

Exercising an Option in any manner shall decrease the number of Shares thereafter available for sale under the Option by
the number of Shares as to which the Option is exercised. 
  

	 	(b)	Termination of Relationship as a Service Provider. If an Optionee ceases to be a Service Provider, other than upon the Optionee’s death, Disability or
Retirement, the Optionee may exercise his or her Option within such period of time as is specified in the Option Agreement to the extent that the Option is vested on the date of termination (but in no event later than the expiration of the term of
such Option as set forth in the Option Agreement). In the absence of a specified time in the Option Agreement the Option shall remain exercisable for three (3) months following the Optionee’s termination. If, on the date of termination,
the Optionee is not vested as to his or her entire Option, the unvested portion of the Option shall immediately terminate, and the Shares covered by such unvested portion of the Option shall revert to the Plan. If the Optionee does not exercise the
vested portion of his or her Option within the time specified herein or in the Option Agreement, as applicable, such vested portion of the Option shall terminate, and the Shares covered by such portion shall revert to the Plan.










	 	(c)	Disability of Optionee. If an Optionee ceases to be a Service Provider as a result of the Optionee’s Disability, the Optionee may exercise his or her Option
within such period of time as is specified in the Option Agreement to the extent the Option is vested on the date of termination (but in no event later than the expiration of the term of such Option as set forth in the Option Agreement). In the
absence of a specified time in the Option Agreement, the Option shall remain exercisable for twelve (12) months following the Optionee’s termination. If, on the date of termination, the Optionee is not vested as to his or her entire
Option, the unvested portion of the Option shall immediately terminate, and the Shares covered by such unvested portion of the Option shall revert to the Plan. If the Optionee does not exercise the vested portion of his or her Option within the time
specified herein or in the Option Agreement, as applicable, such vested portion of the Option shall terminate, and the Shares covered by such portion shall revert to the Plan. 


 

	 	(d)	Death of Optionee. If an Optionee dies while a Service Provider, the Option may be exercised within such period of time as is specified in the Option Agreement
(but in no event later than the expiration of the term of such Option as set forth in the Option Agreement), by the Optionee’s estate or by a person who acquires the right to exercise the Option by bequest or inheritance, but only to the extent
that the Option is vested on the date of death. In the absence of a specified time in the Option Agreement, the Option shall remain exercisable for twenty-four (24) months following the Optionee’s termination. If, at the time of death, the
Optionee is not vested as to his or her entire Option, the unvested portion of the Option shall immediately terminate, and the Shares covered by such unvested portion of the Option shall revert to the Plan. If the Optionee’s estate (or other
person who acquires the right to exercise the Option) does not exercise the vested portion of the Option within the time specified herein or in the Option Agreement, as applicable, such vested portion of the Option shall terminate, and the Shares
covered by such portion shall revert to the Plan. 

  

	 	(e)	Retirement of Optionee. In the event of an Optionee’s Retirement, the Optionee may exercise his or her Option at any time within three (3) years from
the date of such Retirement, but only to the extent that the Optionee was entitled to exercise it at the date of such Retirement (but in no event later than the expiration of the term of such Option as set forth in the Option Agreement). If, on the
date of Retirement, the Optionee is not vested as to his or her entire Option, the unvested portion of the Option shall immediately terminate, and the Shares covered by such unvested portion of the Option shall revert to the Plan. If the Optionee
does not exercise the vested portion of his or her Option within the time specified by herein or in the Option Agreement, as applicable, such vested portion of the Option shall terminate, and the Shares covered by such portion shall revert to the
Plan. 

  

	11.	Transferability of Options. 

  

	 	(a)	Unless determined otherwise by the Administrator, an Option 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 Optionee, only by the Optionee. If the Administrator makes an Option transferable, such Option shall have such additional terms and conditions as the
Administrator deems appropriate. 

  

	 	(b)	An Optionee may file a written designation of a beneficiary who is to receive any options that remain unexercised in the event of the Optionee’s death. If a
participant is married and the designated beneficiary is not the spouse, spousal consent shall be required for such designation to be effective. 

  

	 	(c)	Such designation of beneficiary may be changed by the Optionee at any time by written notice, subject to the above spousal consent conditions. In the event of the death
of the Optionee and in the absence of a beneficiary validly designated under the Plan who is living at the time of such Optionee’s death, the Company shall deliver such options to the executor or administrator of the estate of the Optionee, or
if no such executor or administrator has been appointed (to the knowledge of the Company), the Company, in its discretion, may deliver such options to the spouse or to any one or more dependents or relatives of the participant, or if no spouse,
dependent or relative is known to the Company, then to such other person as the Company may designate. 









	12.	Adjustments Upon Changes in Capitalization, Dissolution, Merger or Asset Sale. 


 

	 	(a)	Changes in Capitalization. Subject to any required action by the shareholders of the Company, the number of Ordinary Shares covered by each outstanding Option,
as well as the price per share of Ordinary Shares covered by each such outstanding Option, and the number of Ordinary Shares which have been authorized for issuance under the Plan but as to which no Options have yet been granted or which have been
returned to the Plan upon cancellation or expiration of an Option, shall be proportionately adjusted for any increase or decrease in the number of issued Ordinary Shares resulting from a share split, reverse share split, share dividend, combination
or classification of the Ordinary Shares, or any other increase or decrease in the number of issued Ordinary Shares effected without receipt of consideration by the Company; 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 Board, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided
herein, 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 or price of Ordinary Shares subject to an
Option. 

  

	 	(b)	Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of the Company, the Administrator shall notify each Optionee as soon as
practicable prior to the effective date of such proposed transaction. The Administrator in its discretion may provide for an Optionee to have the right to exercise his or her Option until ten (10) days prior to such transaction as to all of the
Optioned Shares covered thereby, including Shares as to which the Option would not otherwise be exercisable. All outstanding Options, to the extent not exercised prior to such transaction, shall terminate upon such transaction.


  

	 	(c)	Merger or Asset Sale. Subject to the provisions of paragraph (d) hereof, in the event of a merger of the Company with or into another corporation, or the
sale of substantially all of the assets of the Company, each outstanding Option shall be assumed or an equivalent option substituted by the successor corporation or a Parent or Subsidiary of the successor corporation. In the event that the successor
corporation refuses to assume or substitute for the Option, the Optionee shall fully vest in and have the right to exercise the Option as to all of the Optioned Shares, including Shares as to which it would not otherwise be vested or exercisable. If
an Option becomes fully vested and exercisable pursuant to the preceding sentence, the Administrator shall notify the Optionee in writing or electronically that the Option shall be fully vested and exercisable for a period of fifteen (15) days
from the date of such notice, and the Option shall terminate upon the expiration of such period. For the purposes of this paragraph, the Option shall be considered assumed if, following the merger or sale of assets, the option confers the right to
purchase or receive, for each Share of Optioned Shares subject to the Option immediately prior to the merger or sale of assets, the consideration (whether share, cash, or other securities or property) received in the merger or sale of assets by
holders of Ordinary Shares for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided,
however, that if such consideration received in the merger or sale of assets is not solely common shares of the successor corporation or its Parent, the Administrator may, with the consent of the successor corporation, provide for the
consideration to be received upon the exercise of the Option, for each Share of Optioned Shares subject to the Option, to be solely Ordinary Shares of the successor corporation or its Parent equal in fair market value to the per share consideration
received by holders of Ordinary Shares in the merger or sale of assets. 









	 	(d)	Change in Control. In the event of a “Change in Control” of the Company, as defined in paragraph (e) below, then the following acceleration and
valuation provisions shall apply: 

  

	 	i	Except as otherwise determined by the Board, in its discretion, prior to the occurrence of a Change in Control, any Options outstanding on the date such Change in
Control is determined to have occurred that are not yet exercisable and vested on such date shall become fully exercisable and vested; 

  

	 	ii	Except as otherwise determined by the Board, in its discretion, prior to the occurrence of a Change in Control, all outstanding Options, to the extent they are
exercisable and vested (including Options that shall become exercisable and vested pursuant to subparagraph (i) above), shall be terminated in exchange for the right to receive, with respect to each Share of Optioned Shares subject to such
terminated Options, a cash payment equal to amount (if any) by which the Change in Control Price exceeds the exercise price of such terminated Options. This cash payment shall be paid to the Optionee or, in the event of death of an
Optionee prior to payment, to the estate of the Optionee or to a person who acquired the right to exercise the Option by bequest or inheritance. For purposes of clarity, no payment will be made with respect to any such terminated Option if the
exercise price of such Option equals or exceeds the Change in Control Price. 

  

	 	(e)	Definition of “Change in Control”. For purposes of this Section 12, a “Change in Control” means the happening of any of the following:


  

	 	i	When any “person,” as such term is used in Sections 13(d) and 14(d) of the Exchange Act (other than the Company, a Subsidiary or a Company employee
benefit plan, including any trustee of such plan acting as trustee) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing fifty
percent (50%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors; or 


 

	 	ii	The shareholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation that would result in
the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least fifty percent
(50%) of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the shareholders of the Company approve an agreement for
the sale or disposition by the Company of all or substantially all the Company’s assets; or 

  

	 	(f)	Change in Control Price. For purposes of this Section 12, “Change in Control Price” shall be, as determined by the Board, (i) the highest
Fair Market Value of a Share within the 60-day period immediately preceding the date of determination of the Change in Control Price by the Board (the “60-Day Period”), or (ii) the highest price paid or offered per Share, as
determined by the Board, in any bona fide transaction or bona fide offer related to the Change in Control of the Company, at any time within the 60-Day Period, or (iii) such lower price as the Board, in its discretion, determines to be a
reasonable estimate of the fair market value of a Share as of the date of the relevant Change in Control. 

  

	13.	Date of Grant. The date of grant of an Option shall be, for all purposes, the date on which the Administrator makes the determination granting such Option, or
such other later date as is determined by the Administrator. Notice of the determination shall be provided to each Optionee within a reasonable time after the date of such grant. 









	14.	Amendment and Termination of the Plan. 

  

	 	(a)	Amendment and Termination. The Board may at any time amend, alter, suspend or terminate the Plan. Subject to Section 14(c), the Administrator may at any
time amend any Option Agreement. 

  

	 	(b)	Shareholder Approval. The Company shall obtain shareholder approval of any Plan amendment to the extent necessary and desirable to comply with Applicable Laws.


  

	 	(c)	Effect of Amendment or Termination. No amendment, alteration, suspension or termination of the Plan or any Option Agreement shall impair the rights of any
Optionee with respect to any then-outstanding Option, unless mutually agreed otherwise between the Optionee and the Administrator, which agreement must be in writing and signed by the Optionee and the Company. Termination of the Plan shall not
affect the Administrator’s ability to exercise the powers granted to it hereunder with respect to Options granted under the Plan prior to the date of such termination. 


 

	15.	Conditions Upon Issuance of Shares. 

  

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

  

	 	(b)	Investment Representations. As a condition to the exercise of an Option, the Company may require the person exercising such Option 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 is required.


  

	16.	Inability to Obtain Authority. 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. 

  

	17.	Reservation of Shares. The Company, during the term of this Plan, will at all times reserve and keep available such number of Shares as shall be sufficient to
satisfy the requirements of the Plan. 

  

	18.	Shareholder Approval. The Plan shall be subject to approval by the shareholders of the Company within twelve (12) months after the date the Plan is adopted.
Such shareholder approval shall be obtained in the manner and to the degree required under Applicable Laws. 

  

	19.	Tax Withholding. Upon any exercise or payment of any Option or upon the disposition of Shares acquired pursuant to the exercise of an Incentive Share Option
prior to satisfaction of the holding period requirements of Section 422 of the Code, the Company (or a Parent or Subsidiary) shall have the right at its option to: 


 

	 	(a)	require the Optionee (or the Optionee’s estate or beneficiary, as the case may be) to pay or provide for payment of at least the minimum amount of any taxes which
the Company (or Parent or Subsidiary) may be required to withhold with respect to such Option event or payment; 

  

	 	(b)	deduct from any amount otherwise payable (in respect of an Option or otherwise) in cash to the Optionee (or the Optionee’s estate or beneficiary, as the case may
be) the minimum amount of any taxes which the Company (or Parent or Subsidiary) may be required to withhold with respect to such Option event or payment; or 









	 	(c)	reduce the number of Optioned Shares to be delivered by (or otherwise reacquire shares held by the Optionee at least 6 months) the appropriate number of Ordinary
Shares, valued at their then Fair Market Value, to satisfy the minimum withholding obligation. 

 In any case where
a tax is required to be withheld in connection with the delivery of Ordinary Shares under this Plan, the Administrator may in its sole discretion (subject to Section 15) grant (either at the time of grant of the Option or thereafter) to
the Optionee the right to elect, pursuant to such rules and subject to such conditions as the Administrator may establish, to have the Company reduce the number of shares to be delivered by (or otherwise reacquire) the appropriate number of shares,
valued in a consistent manner at their Fair Market Value or at the sales price in accordance with authorized procedures for cashless exercises, necessary to satisfy the minimum applicable withholding obligation on exercise or payment. In no event
shall the shares withheld exceed the minimum whole number of shares required for tax withholding under applicable law.