exv10w1






Exhibit 10.1




TAL EDUCATION GROUP




2010 SHARE INCENTIVE PLAN




ARTICLE 1




PURPOSE




     The purpose of this TAL Education Group 2010 Share Incentive Plan (the “Plan”) is to
promote the success and enhance the value of TAL Education Group, a company formed under the laws
of the Cayman Islands (the “Company”) by aligning the personal interests of the members of
the Board, Employees, and Consultants to those of the Company’s shareholders and by providing such
individuals with an incentive for outstanding performance. The Plan is further intended to provide
flexibility to the Company in its ability to motivate, attract, and retain the services of members
of the Board, Employees, and Consultants upon whose judgment and contribution the Company’s
business is largely dependent.



ARTICLE 2




DEFINITIONS AND CONSTRUCTION




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




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




     2.2 “Award” means an Option, Restricted Share or Restricted Share Unit award granted
to a Participant pursuant to the Plan.




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




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




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




     2.6 “Committee” means a committee of the Board described in Article 10.




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



 









 







transaction and do not directly or indirectly promote or maintain a market for the Company’s
securities; and (c) the consultant or adviser is a natural person who has contracted directly
with the Service Recipient to render such services.




     2.8 “Corporate Transaction”, unless otherwise defined in an Award Agreement, means
any of the following transactions, provided, however, that the Committee shall determine under
(d) and (e) whether multiple transactions are related, and its determination shall be final,
binding and conclusive:



               (a) an amalgamation, arrangement or consolidation or scheme of arrangement (i) in which the
Company is not the surviving entity, except for a transaction the principal purpose of which is to
change the jurisdiction in which the Company is incorporated or (ii) following which the holders of
the voting securities of the Company do not continue to hold more than 50% of the combined voting
power of the voting securities of the surviving entity;



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



               (c) the complete liquidation or dissolution of the Company;



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



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




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



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he or she furnishes proof of such impairment sufficient to satisfy the Committee in its
discretion.




     2.10 “Effective Date” shall have the meaning set forth in Section 11.1.




     2.11 “Employee” means any person, including an officer or a member of the Board of
the Company or any Parent or Subsidiary of the Company, who is in the employment of a Service
Recipient, subject to the control and direction of the Service Recipient as to both the work to
be performed and the manner and method of performance. The payment of a director’s fee by a
Service Recipient shall not be sufficient to constitute “employment” by the Service Recipient.




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




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



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



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



               (c) In the absence of an established market for the Shares of the type described in (a) and
(b), above, the Fair Market Value thereof shall be determined by the Committee in good faith and in
its discretion by reference to (i) the placing price of the latest private placement of the Shares
and the development of the Company’s business operations and the general economic and market
conditions since such latest private placement, (ii) other third party transactions involving the
Shares and the development of the Company’s business operation and the general economic and market
conditions since such sale, (iii) an independent valuation of the Shares, or (iv) such other methodologies or information as the Committee
determines to be indicative of Fair Market Value.



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




     2.15 “Independent Director” means a member of the Board who is a non-Employee
Director and who meets the independent standards under the stock exchange on which the Company’s
Shares are listed, if applicable.




     2.16 “Non-Employee Director” means a member of the Board who qualifies as a
“Non-Employee Director” as defined in Rule 16b-3(b)(3) of the Exchange Act, or any successor
definition adopted by the Board.




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




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




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




     2.20 “Parent” means a parent corporation under Section 424(e) of the Code.




     2.21 “Plan” means this TAL Education Group 2010 Share Incentive Plan, as it may be
amended from time to time.




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




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




     2.24 “Restricted Share Unit” means the right granted to a Participant pursuant to
Article 7 to receive a Share at a future date.




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




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




     2.27 “Share” means ordinary shares of the Company, and such other securities of the
Company that may be substituted for Shares pursuant to Article 9.



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     2.28 “Subsidiary” means any corporation or other entity of which a majority of the
outstanding voting shares or voting power is beneficially owned directly or indirectly by the
Company.




     2.29 “Trading Date” means the closing of the first sale to the general public of the
Shares pursuant to a registration statement filed with and declared effective by the U.S.
Securities and Exchange Commission under the Securities Act.



ARTICLE 3




SHARES SUBJECT TO THE PLAN





     3.1 Number of Shares.



               (a) Subject to the provisions of Article 9 and Section 3.1(b), the maximum aggregate number of
Shares which may be issued pursuant to all Awards (including Incentive Share Options) shall be
18,750,000.



               (b) To the extent that an Award terminates, expires, or lapses for any reason, any Shares
subject to the Award shall again be available for the grant of an Award pursuant to the Plan. To
the extent permitted by Applicable Laws, Shares issued in assumption of, or in substitution for,
any outstanding awards of any entity acquired in any form or combination by the Company or any
Parent or Subsidiary of the Company shall not be counted against Shares available for grant
pursuant to the Plan. Shares delivered by the Participant or withheld by the Company upon the
exercise of any Award under the Plan, in payment of the exercise price thereof or tax withholding
thereon, may again be optioned, granted or awarded hereunder, subject to the limitations of Section
3.1(a). If any Restricted Shares are forfeited by the Participant or repurchased by the Company,
such Shares may again be optioned, granted or awarded hereunder, subject to the limitations of
Section 3.1(a). Notwithstanding the provisions of this Section 3.1(b), no Shares may again be
optioned, granted or awarded if such action would cause an Incentive Share Option to fail to
qualify as an incentive Share option under Section 422 of the Code.




     3.2 Shares Distributed. Any Shares distributed pursuant to an Award may consist, in
whole or in part, of authorized and unissued Shares, treasury shares (subject to Applicable Laws)
or Shares purchased on the open market. Additionally, in the discretion of the Committee,
American Depository Shares in an amount equal to the number of Shares which otherwise would be
distributed pursuant to an Award may be distributed in lieu of Shares in settlement of any Award.
If the number of Shares represented by an American Depository Share is other than on a
one-to-one basis, the limitations of Section 3.1 shall be adjusted to reflect the distribution of
American Depository Shares in lieu of Shares.



ARTICLE 4




ELIGIBILITY AND PARTICIPATION





     4.1 Eligibility. Persons eligible to participate in this Plan include Employees,



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Consultants, and all members of the Board, as determined by the Committee.




     4.2 Participation. Subject to the provisions of the Plan, the Committee may, from
time to time, select from among all eligible individuals, those to whom Awards shall be granted
and shall determine the nature and amount of each Award. No individual shall have any right to
be granted an Award pursuant to this Plan.




     4.3 Jurisdictions. In order to assure the viability of Awards granted to
Participants employed in various jurisdictions, the Committee may provide for such special terms
as it may consider necessary or appropriate to accommodate differences in local law, tax policy,
or custom applicable in the jurisdiction in which the Participant resides or is employed.
Moreover, the Committee may approve such supplements to, or amendments, restatements, or
alternative versions of, the Plan as it may consider necessary or appropriate for such purposes
without thereby affecting the terms of the Plan as in effect for any other purpose; provided,
however, that no such supplements, amendments, restatements, or alternative versions shall
increase the share limitations contained in Section 3.1 of the Plan. Notwithstanding the
foregoing, the Committee may not take any actions hereunder, and no Awards shall be granted, that
would violate any Applicable Laws.



ARTICLE 5




OPTIONS





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



               (a) Exercise Price. The exercise price per Share subject to an Option shall be
determined by the Committee and set forth in the Share Option Award Agreement which may be a fixed
or variable price related to the Fair Market Value of the Shares. The exercise price per Share
subject to an Option may be amended or adjusted in the absolute discretion of the Committee, the
determination of which shall be final, binding and conclusive. For the avoidance of doubt, to the
extent not prohibited by Applicable Laws or any exchange rule, a downward adjustment of the
exercise prices of Options mentioned in the preceding sentence shall be effective without the
approval of the Company’s shareholders or the approval of the affected Participants.



               (b) Time and Conditions of Exercise. The Committee shall determine the time or times
at which an Option may be exercised in whole or in part, including exercise prior to vesting;
provided that the term of any Option granted under the Plan shall not exceed ten years, except as provided in Section 12.1. The Committee shall also determine any conditions,
if any, that must be satisfied before all or part of an Option may be exercised.



               (c) Payment. The Committee shall determine the methods by which the exercise price of
an Option may be paid, the form of payment, including, without limitation (i) cash or check
denominated in U.S. Dollars, (ii) to the extent permissible under the Applicable Laws, cash or
check in Chinese Renminbi, (iii) cash or check denominated in any other local currency as approved
by the Committee, (iv) Shares held for such period of time as may be



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required by the Committee in
order to avoid adverse financial accounting consequences and having a Fair Market Value on the date
of delivery equal to the exercise price, (v) after the Trading Date, the delivery of a notice that
the Participant has placed a market sell order with a broker with respect to Shares then issuable
upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of
the net proceeds of the sale to the Company in satisfaction of the Option exercise price; provided
that payment of such proceeds is then made to the Company upon settlement of such sale, (vi) other
property acceptable to the Committee with a Fair Market Value equal to the exercise price, or (vii)
any combination of the foregoing. Notwithstanding any other provision of the Plan to the contrary,
no Participant who is a member of the Board or an “executive officer” of the Company within the
meaning of Section 13(k) of the Exchange Act shall be permitted to pay the exercise price of an
Option in any method which would violate Section 13(k) of the Exchange Act.



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




     5.2 Incentive Share Options. Incentive Share Options may be granted to Employees of
the Company, a Parent or Subsidiary of the Company. Incentive Share Options may not be granted
to Employees of a Related Entity or to Independent Directors or Consultants. The terms of any
Incentive Share Options granted pursuant to the Plan, in addition to the requirements of Section
5.1, must comply with the following additional provisions of this Section 5.2:



               (a) Expiration of Option. An Incentive Share Option may not be exercised to any
extent by anyone after the first to occur of the following events:



                    (i) Ten years from the date it is granted, unless an earlier time is set in the Award
Agreement;



                    (ii) [60 days] after the Participant’s termination of employment as an Employee; and



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



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



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excess of such limitation,
the excess shall be considered Non-Qualified Share Options.



               (c) Exercise Price. The exercise price of an Incentive Share Option shall be equal to
the Fair Market Value on the date of grant. However, the exercise price of any Incentive Share
Option granted to any individual who, at the date of grant, owns Shares possessing more than ten
percent of the total combined voting power of all classes of Shares of the Company may not be less
than 110% of Fair Market Value on the date of grant and such Option may not be exercisable for more
than five years from the date of grant.



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



               (e) Expiration of Incentive Share Options. No Award of an Incentive Share Option may
be made pursuant to this Plan after the tenth anniversary of the Effective Date.



               (f) Right to Exercise. During a Participant’s lifetime, an Incentive Share Option may
be exercised only by the Participant.



ARTICLE 6




RESTRICTED SHARES





     6.1 Grant of Restricted Shares. The Committee, at any time and from time to time,
may grant Restricted Shares to Participants as the Committee, in its sole discretion, shall
determine. The Committee, in its sole discretion, shall determine the number of Restricted
Shares to be granted to each Participant.




     6.2 Restricted Shares Award Agreement. Each Award of Restricted Shares shall be
evidenced by a Restricted Shares Award Agreement that shall specify the period of restriction,
the number of Restricted Shares granted, and such other terms and conditions as the Committee, in
its sole discretion, shall determine. Unless the Committee determines otherwise, Restricted
Shares shall be held by the Company as escrow agent until the restrictions on such Restricted
Shares have lapsed.




     6.3 Issuance and Restrictions. Restricted Shares shall be subject to such
restrictions on transferability and other restrictions as the Committee may impose (including,
without limitation, limitations on the right to vote Restricted Shares or the right to receive
dividends on the Restricted Share). These restrictions may lapse separately or in combination at
such times, pursuant to such circumstances, in such installments, or otherwise, as the Committee
determines at the time of the grant of the Award or thereafter.




     6.4 Forfeiture/Repurchase. Except as otherwise determined by the Committee at the
time of the grant of the Award or thereafter, upon termination of employment or service during
the applicable restriction period, Restricted Shares that are at that time subject to
restrictions shall be forfeited or repurchased in accordance with the Restricted Shares Award



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Agreement; provided, however, the Committee may (a) provide in any Restricted Shares Award
Agreement that restrictions or forfeiture and repurchase conditions relating to Restricted Shares
will be waived in whole or in part in the event of terminations resulting from specified causes,
and (b) in other cases waive in whole or in part restrictions or forfeiture and repurchase
conditions relating to Restricted Shares.




     6.5 Certificates for Restricted Shares. Restricted Shares granted pursuant to the
Plan may be evidenced in such manner as the Committee shall determine. If certificates
representing Restricted Shares are registered in the name of the Participant, certificates must
bear an appropriate legend referring to the terms, conditions, and restrictions applicable to
such Restricted Shares, and the Company may, at its discretion, retain physical possession of the
certificate until such time as all applicable restrictions lapse.




     6.6 Removal of Restrictions. Except as otherwise provided in this Article 6,
Restricted Shares granted under the Plan shall be released from escrow as soon as practicable
after the last day of the period of restriction. The Committee, in its discretion, may
accelerate the time at which any restrictions shall lapse or be removed. After the restrictions
have lapsed, the Participant shall be entitled to have any legend or legends under Section 6.5
removed from his or her Share certificate, and the Shares shall be freely transferable by the
Participant, subject to applicable legal restrictions. The Committee (in its discretion) may
establish procedures regarding the release of Shares from escrow and the removal of legends, as
necessary or appropriate to minimize administrative burdens on the Company.



ARTICLE 7




RESTRICTED SHARE UNITS





     7.1 Grant of Restricted Share Units. The Committee, at any time and from time to
time, may grant Restricted Share Units to Participants as the Committee, in its sole discretion,
shall determine. The Committee, in its sole discretion, shall determine the number of Restricted
Share Units to be granted to each Participant.




     7.2 Restricted Share Units Award Agreement. Each Award of Restricted Share Units
shall be evidenced by a Restricted Share Units Award Agreement that shall specify any vesting conditions, the number of Restricted Share Units granted, and such other terms and
conditions as the Committee, in its sole discretion, shall determine.



     7.3 Performance Objectives and Other Terms. The Committee, in its discretion, shall
set performance objectives or other vesting criteria which, depending on the extent to which they
are met, will determine the number or value of Restricted Share Units that will be paid out to
the Participants.




     7.4 Form and Timing of Payment of Restricted Share Units. At the time of grant, the
Committee shall specify the date or dates on which the Restricted Share Units shall become fully
vested and nonforfeitable. Upon vesting, the Committee, in its sole discretion, may pay
Restricted Share Units in the form of cash, in Shares or in a combination thereof.




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     7.5 Forfeiture/Repurchase. Except as otherwise determined by the Committee at the
time of the grant of the Award or thereafter, upon termination of employment or service during
the applicable restriction period, Restricted Share Units that are at that time unvested shall be
forfeited or repurchased in accordance with the Restricted Share Units Award Agreement; provided,
however, the Committee may (a) provide in any Restricted Share Units Award Agreement that
restrictions or forfeiture and repurchase conditions relating to Restricted Share Units will be
waived in whole or in part in the event of terminations resulting from specified causes, and (b)
in other cases waive in whole or in part restrictions or forfeiture and repurchase conditions
relating to Restricted Share Units.



ARTICLE 8




PROVISIONS APPLICABLE TO AWARDS





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




     8.2 Limits on Transfer. No right or interest of a Participant in any Award may be
pledged, encumbered, or hypothecated to or in favor of any party other than the Company or a
Subsidiary, or shall be subject to any lien, obligation, or liability of such Participant to any
other party other than the Company or a Subsidiary. Except as otherwise provided by the
Committee, no Award shall be assigned, transferred, or otherwise disposed of by a Participant
other than by will or the laws of descent and distribution. The Committee by express provision
in the Award or an amendment thereto may permit an Award (other than an Incentive Share Option)
to be transferred to, exercised by and paid to certain persons or entities related to the
Participant, including but not limited to members of the Participant’s family, charitable
institutions, or trusts or other entities whose beneficiaries or beneficial owners are members of
the Participant’s family and/or charitable institutions, or to such other persons or entities as
may be expressly approved by the Committee, pursuant to such conditions and procedures as the Committee may establish. Any permitted transfer shall be
subject to the condition that the Committee receive evidence satisfactory to it that the transfer
is being made for estate and/or tax planning purposes (or to a “blind trust” in connection with
the Participant’s termination of employment or service with the Company or a Subsidiary to assume
a position with a governmental, charitable, educational or similar non-profit institution) and on
a basis consistent with the Company’s lawful issue of securities.




     8.3 Beneficiaries. Notwithstanding Section 8.2, a Participant may, in the manner
determined by the Committee, designate a beneficiary to exercise the rights of the Participant
and to receive any distribution with respect to any Award upon the Participant’s death. A
beneficiary, legal guardian, legal representative, or other person claiming any rights pursuant
to the Plan is subject to all terms and conditions of the Plan and any Award Agreement applicable
to the Participant, except to the extent the Plan and Award Agreement otherwise provide, and to
any additional restrictions deemed necessary or appropriate by the Committee. If the Participant
is married and resides in a community property state, a designation of a



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person other than the
Participant’s spouse as his or her beneficiary with respect to more than 50% of the Participant’s
interest in the Award shall not be effective without the prior written consent of the
Participant’s spouse. If no beneficiary has been designated or survives the Participant, payment
shall be made to the person entitled thereto pursuant to the Participant’s will or the laws of
descent and distribution. Subject to the foregoing, a beneficiary designation may be changed or
revoked by a Participant at any time provided the change or revocation is filed with the
Committee.




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




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




     8.6 Foreign Currency. A Participant may be required to provide evidence that any
currency used to pay the exercise price of any Award were acquired and taken out of the
jurisdiction in which the Participant resides in accordance with Applicable Laws, including
foreign exchange control laws and regulations. In the event the exercise price for an Award is
paid in Chinese Renminbi or other foreign currency, as permitted by the Committee, the amount
payable will be determined by conversion from U.S. dollars at the official rate promulgated by
the People’s Bank of China for Chinese Renminbi, or for jurisdictions other than the People’s
Republic of China, the exchange rate as selected by the Committee on the date of exercise.



ARTICLE 9




CHANGES IN CAPITAL STRUCTURE





     9.1 Adjustments. In the event of any dividend, share split, combination or exchange
of Shares, amalgamation, arrangement or consolidation, spin-off, recapitalization or other



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distribution (other than normal cash dividends) of Company assets to its shareholders, or any
other change affecting Shares or the price of a Share, the Committee shall make such
proportionate adjustments, if any, as the Committee in its discretion may deem appropriate to
reflect such change with respect to (a) the aggregate number and type of Shares that may be
issued under the Plan (including, but not limited to, adjustments of the limitations in Section
3.1); (b) the terms and conditions of any outstanding Awards (including, without limitation, any
applicable performance targets or criteria with respect thereto); and (c) the grant or exercise
price per Share for any outstanding Awards under the Plan.




     9.2 Corporate Transactions. Except as may otherwise be provided in any Award
Agreement or any other written agreement entered into by and between the Company and a
Participant, if the Committee anticipates the occurrence, or upon the occurrence, of a Corporate
Transaction, the Committee may, in its sole discretion, provide for (i) any and all Awards
outstanding hereunder to terminate at a specific time in the future and shall give each
Participant the right to exercise the vested portion of such Awards during a period of time as
the Committee shall determine, or (ii) the purchase of any Award for an amount of cash equal to
the amount that could have been attained upon the exercise of such Award (and, for the avoidance
of doubt, if as of such date the Committee determines in good faith that no amount would have
been attained upon the exercise of such Award, then such Award may be terminated by the Company
without payment), or (iii) the replacement of such Award with other rights or property selected
by the Committee in its sole discretion or the assumption of or substitution of such Award by the
successor or surviving corporation, or a Parent or Subsidiary thereof, with appropriate
adjustments as to the number and kind of Shares and prices, or (iv) payment of an Award in cash
based on the value of Shares on the date of the Corporate Transaction plus reasonable interest on
the Award through the date when such Award would otherwise be vested or have been paid in
accordance with its original terms, if necessary to comply with Section 409A of the Code.




     9.3 Outstanding Awards—Other Changes. In the event of any other change in the
capitalization of the Company or corporate change other than those specifically referred to in
this Article 9, the Committee may, in its absolute discretion, make such adjustments in the
number and class of Shares subject to Awards outstanding on the date on which such change occurs
and in the per Share grant or exercise price of each Award as the Committee may consider
appropriate to prevent dilution or enlargement of rights.




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





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ARTICLE 10




ADMINISTRATION






     10.1 Committee. The Plan shall be administered by the Board or a committee of one
or more members of the Board (the “Committee”) to whom the Board shall delegate the authority to
grant or amend Awards to Participants other than any of the Committee members. Any grant or
amendment of Awards to any Committee member shall then require an affirmative vote of a majority
of the Board members who are not on the Committee.




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




     10.3 Authority of Committee. Subject to any specific designation in the Plan, the
Committee has the exclusive power, authority and discretion to:



               (a) Designate Participants to receive Awards;



               (b) Determine the type or types of Awards to be granted to each Participant;



               (c) Determine the number of Awards to be granted and the number of Shares to which an Award
will relate;



               (d) Determine the terms and conditions of any Award granted pursuant to the Plan, including, but not limited to, the exercise price, grant price, or purchase price, any
restrictions or limitations on the Award, any schedule for lapse of forfeiture restrictions or
restrictions on the exercisability of an Award, and accelerations or waivers thereof, any
provisions related to non-competition and recapture of gain on an Award, based in each case on such
considerations as the Committee in its sole discretion determines;



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



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



               (g) Decide all other matters that must be determined in connection with an Award;



               (h) Establish, adopt, or revise any rules and regulations as it may deem necessary or
advisable to administer the Plan;



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



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




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



ARTICLE 11




EFFECTIVE AND EXPIRATION DATE





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




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



ARTICLE 12




AMENDMENT, MODIFICATION, AND TERMINATION





     12.1 Amendment, Modification, And Termination. With the approval of the Board, at
any time and from time to time, the Committee may terminate, amend or modify the Plan; provided,
however, that (a) to the extent necessary and desirable to comply with Applicable Laws, or stock
exchange rules, the Company shall obtain shareholder approval of any Plan amendment in such a
manner and to such a degree as required, unless the Company decides to follow home country
practice, and (b) unless the Company decides to follow home country practice, shareholder
approval is required for any amendment to the Plan that (i) increases the number of Shares
available under the Plan (other than any adjustment as provided by Article 9), (ii) permits the
Committee to extend the term of the Plan or the exercise period for an Option beyond ten years
from the date of grant, or (iii) results in a material increase in benefits or a change in
eligibility requirements.




     12.2 Awards Previously Granted. Except with respect to amendments made pursuant to
Section 12.1, no termination, amendment, or modification of the Plan shall adversely affect in
any material way any Award previously granted pursuant to the Plan without the prior written
consent of the Participant.



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ARTICLE 13




GENERAL PROVISIONS





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




     13.2 No Shareholders Rights. No Award gives the Participant any of the rights of a
Shareholder of the Company unless and until Shares are in fact issued to such person in
connection with such Award.




     13.3 Taxes. No Shares shall be delivered under the Plan to any Participant until
such Participant has made arrangements acceptable to the Committee for the satisfaction of any
income and employment tax withholding obligations under Applicable Laws. The Company or any
Subsidiary shall have the authority and the right to deduct or withhold, or require a Participant
to remit to the Company, an amount sufficient to satisfy all applicable taxes (including the
Participant’s payroll tax obligations) required or permitted by law to be withheld with respect
to any taxable event concerning a Participant arising as a result of this Plan. The Committee
may in its discretion and in satisfaction of the foregoing requirement allow a Participant to
elect to have the Company withhold Shares otherwise issuable under an Award (or allow the return
of Shares) having a Fair Market Value equal to the sums required to be withheld. Notwithstanding
any other provision of the Plan, the number of Shares which may be withheld with respect to the
issuance, vesting, exercise or payment of any Award (or which may be repurchased from the Participant of such Award after such Shares were
acquired by the Participant from the Company) in order to satisfy any income and payroll tax
liabilities applicable to the Participant 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 the
applicable income and payroll tax purposes that are applicable to such supplemental taxable
income.




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




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




     13.6 Indemnification. To the extent allowable pursuant to applicable law, each
member of the Committee or of the Board shall be indemnified and held harmless by the Company
from any loss, cost, liability, or expense that may be imposed upon or reasonably



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incurred by
such member in connection with or resulting from any claim, action, suit, or proceeding to which
he or she may be a party or in which he or she may be involved by reason of any action or failure
to act pursuant to the Plan and against and from any and all amounts paid by him or her in
satisfaction of judgment in such action, suit, or proceeding against him or her; provided he or
she gives the Company an opportunity, at its own expense, to handle and defend the same before he
or she undertakes to handle and defend it on his or her own behalf. The foregoing right of
indemnification shall not be exclusive of any other rights of indemnification to which such
persons may be entitled pursuant to the Company’s Memorandum of Association and Articles of
Association, as a matter of law, or otherwise, or any power that the Company may have to
indemnify them or hold them harmless.




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




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




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




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




     13.11 Limitations Applicable to Section 16 Persons. Notwithstanding any other
provision of the Plan, the Plan, and any Award granted or awarded to any Participant who is then
subject to Section 16 of the Exchange Act, shall be subject to any additional limitations set
forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any
amendment to Rule 16b-3 of the Exchange Act) that are requirements for the application of such
exemptive rule. To the extent permitted by the Applicable Laws, the Plan and Awards granted or
awarded hereunder shall be deemed amended to the extent necessary to conform to such applicable
exemptive rule.




     13.12 Government and Other Regulations. The obligation of the Company to make
payment of awards in Share or otherwise shall be subject to all Applicable Laws, and to such
approvals by government agencies as may be required. The Company shall be under no obligation to
register any of the Shares paid pursuant to the Plan under the Securities Act or any other
similar law in any applicable jurisdiction. If the Shares paid pursuant to the Plan may in
certain circumstances be exempt from registration pursuant to the Securities Act or other
Applicable Laws, the Company may restrict the transfer of such Shares in such manner as it deems
advisable to ensure the availability of any such exemption.




     13.13 Governing Law. The Plan and all Award Agreements shall be construed in



16









 







accordance with and governed by the laws of the Cayman Islands.




     13.14 Section 409A. To the extent that the Committee determines that any Award
granted under the Plan is or may become subject to Section 409A of the Code, the Award Agreement
evidencing such Award shall incorporate the terms and conditions required by Section 409A of the
Code. To the extent applicable, the Plan and the Award Agreements shall be interpreted in
accordance with Section 409A of the Code and the U.S. Department of Treasury regulations and
other interpretative guidance issued thereunder, including without limitation any such regulation
or other guidance that may be issued after the Effective Date. Notwithstanding any provision of
the Plan to the contrary, in the event that following the Effective Date the Committee determines
that any Award may be subject to Section 409A of the Code and related Department of Treasury
guidance (including such Department of Treasury guidance as may be issued after the Effective
Date), the Committee may adopt such amendments to the Plan and the applicable Award agreement or
adopt other policies and procedures (including amendments, policies and procedures with
retroactive effect), or take any other actions, that the Committee determines are necessary or
appropriate to (a) exempt the Award from Section 409A of the Code and /or preserve the intended
tax treatment of the benefits provided with respect to the Award, or (b) comply with the
requirements of Section 409A of the Code and related U.S. Department of Treasury guidance.




     13.15 Appendices. The Committee may approve such supplements, amendments or
appendices to the Plan as it may consider necessary or appropriate for purposes of compliance
with applicable laws or otherwise and such supplements, amendments or appendices shall be
considered a part of the Plan; provided, however, that no such supplements shall increase the
share limitation contained in Section 3.1 of the Plan without the approval of the Board.




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