AirMedia Group Inc.: Exhibit 4.49 - Filed by newsfilecorp.com






Exhibit 4.49 

AIRMEDIA GROUP INC. 

2011 SHARE INCENTIVE PLAN 

ARTICLE 1 

PURPOSE 

The purpose of the 2011 Share Incentive Plan, as amended to
date (the “Plan”) is to promote the success and enhance the value of
AirMedia Group Inc., a company formed under the laws of the Cayman Islands (the
“Company”) by linking the personal interests of the members of the Board,
Employees, and Consultants to those of the Company shareholders and by providing
such individuals with an incentive for outstanding performance to generate
superior returns to the Company shareholders. 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, interest, and special effort the successful conduct of the
Company’s operation 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 Share exchange or national market
system, of any jurisdiction applicable to Awards granted to residents therein.


2.2 “Award” means an Option, a Restricted Share award, a
Share Appreciation Right award, a Dividend Equivalents award, a Share Payment
award, a Deferred Share award, or a 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.


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2.5 “Change in Control” means a change in ownership or
control of the Company effected through either of the following transactions:


(a) the direct or indirect acquisition by any person or related
group of persons (other than an acquisition from or by the Company or by a
Company-sponsored employee benefit plan or by a person that directly or
indirectly controls, is controlled by, or is under common control with, the
Company) 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 pursuant to a tender or exchange offer made
directly to the Company’s shareholders which a majority of the Incumbent Board
(as defined below) who are not affiliates or associates of the offeror under
Rule 12b-2 promulgated under the Exchange Act do not recommend such shareholders
accept, or 

(b) the individuals who, as of the Effective Date, are members
of the Board (the “Incumbent Board”), cease for any reason to constitute at
least fifty percent (50%) of the Board; provided that if the election, or
nomination for election by the Company’s shareholders, of any new member of the
Board is approved by a vote of at least fifty percent (50%) of the Incumbent
Board, such new member of the Board shall be considered as a member of the
Incumbent Board. 

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

2.7 “Committee” means the committee of the Board
described in Article 11. 

2.8 “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. 

2.9 “Corporate Transaction” 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 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; 

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(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 Ordinary Shares 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. 

2.10 “Deferred Share” means a right to receive a
specified number of Shares during specified time periods pursuant to Article 8.


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

2.12 “Dividend Equivalents” means a right granted to a
Participant pursuant to Article 8 to receive the equivalent value (in cash or
Share) of dividends paid on Share. 

2.13 “Effective Date” shall have the meaning set forth
in Section 12.1. 

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2.14 “Employee” means any person, including an officer
or member of the Board of the Company, any Parent or Subsidiary of the Company,
who is in the employ 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. 

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

2.16 “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 Share
exchanges or national market systems, including without limitation, The Nasdaq
National Market or The Nasdaq SmallCap Market of The Nasdaq Share 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 (i) and (ii), above, the Fair Market Value thereof shall
be determined by the Committee in good faith by reference to 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. 

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

2.18 “Independent Director” means a member of the Board
who is not an Employee of the Company. 

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2.19 “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. 

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

2.21 “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. 

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

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

2.24 “Plan” means this 2011 Share Incentive Plan, as it
may be amended from time to time. 

2.25 “PRC” means the People’s Republic of China. 

2.26 “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. 

2.27 “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. 

2.28 “Restricted Share Unit” means an Award granted
pursuant to Section 8.6. 

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

2.30 “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, Consultant or as a Director. 

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2.31 “Share” means the ordinary share capital of the
Company, par value $0.001 per share, and such other securities of the Company
that may be substituted for Shares pursuant to Article 10. 

2.32 “Share Appreciation Right” or “SAR” means a
right granted pursuant to Article 7 to receive a payment equal to the excess of
the Fair Market Value of a specified number of Shares on the date the SAR is
exercised over the Fair Market Value on the date the SAR was granted as set
forth in the applicable Award Agreement. 

2.33 “Share Payment” means (a) a payment in the form of
Shares, or (b) an option or other right to purchase Shares, as part of any
bonus, deferred compensation or other arrangement, made in lieu of all or any
portion of the compensation, granted pursuant to Article 8. 

2.34 “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. 

2.35 “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 10 and Section 3.1(b),
the maximum aggregate number of Shares which may be issued pursuant to all
Awards (including Incentive Share Options) is 2,000,000 Shares. 

(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
Law, 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 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. 

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ARTICLE 4 

ELIGIBILITY AND PARTICIPATION 

4.1 Eligibility. Persons eligible to participate in this
Plan include Employees, 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 Award
Agreement which may be a fixed or variable price related to the Fair Market
Value of the Shares; provided, however, that no Option may be granted to an
individual subject to taxation in the United States at less than the Fair Market
Value on the date of grant. The exercise price per Share subject to an Option
may be 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 Law or any exchange rule, a repricing of
Options mentioned in the preceding sentence shall be effective without the
approval of the Company’s shareholders or the approval of the Participants.
Notwithstanding the foregoing, the exercise price per Share subject to an Option
shall not be increased without the approval of the 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
12.2. 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) 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
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
aggregate exercise price of the Option or exercised portion thereof, (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), and the
methods by which Shares shall be delivered or deemed to be delivered to
Participants (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. 

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(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
shall be granted only 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. 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, unless otherwise approved by the Committee in a separate
resolution: 

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

(ii) Three months after the Participant’s termination of
employment as an Employee; and 

(iii) One year 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 excess of such limitation, the excess shall be considered
Non-Qualified Share Options. 

(c) Ten Percent Owners. An Incentive Share Option shall
be 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 only if such Option is granted at a price that is not less
than 110% of Fair Market Value on the date of grant and the Option is
exercisable for no 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. 

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(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. 

5.3 Substitution of Share Appreciation Rights. The
Committee may provide in the Award Agreement evidencing the grant of an Option
that the Committee, in its sole discretion, shall have to right to substitute a
Share Appreciation Right for such Option at any time prior to or upon exercise
of such Option, provided that such Share Appreciation Right shall be exercisable
for the same number of shares of Share as such substituted Option would have
been exercisable for. 

ARTICLE 6 

RESTRICTED SHARES 

6.1 Grant of Restricted Shares. The Committee is
authorized to make Awards of Restricted Shares to any Participant selected by
the Committee in such amounts and subject to such terms and conditions as
determined by the Committee. All Awards of Restricted Shares shall be evidenced
by an Award Agreement. 

6.2 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. 

6.3 Forfeiture. 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;
provided, however, the Committee may (a) provide in any Restricted Share
Award Agreement that restrictions or forfeiture 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 conditions relating to Restricted
Shares. 

6.4 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. 

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ARTICLE 7 

SHARE APPRECIATION RIGHTS 

7.1 Grant of Share Appreciation Rights. 

(a) A Share Appreciation Right may be granted to any
Participant selected by the Committee. A Share Appreciation Right shall be
subject to such terms and conditions not inconsistent with the Plan as the
Committee shall impose and shall be evidenced by an Award Agreement. 

(b) A Share Appreciation Right shall entitle the Participant
(or other person entitled to exercise the Share Appreciation Right pursuant to
the Plan) to exercise all or a specified portion of the Share Appreciation Right
(to the extent then exercisable pursuant to its terms) and to receive from the
Company an amount determined by multiplying the difference obtained by
subtracting the exercise price per share of the Share Appreciation Right from
the Fair Market Value of a Share on the date of exercise of the Share
Appreciation Right by the number of Shares with respect to which the Share
Appreciation Right shall have been exercised, subject to any limitations the
Committee may impose. 

7.2 Payment and Limitations on Exercise. 

(a) Payment of the amounts determined under Section 7.1(b)
above shall be in cash, in Shares (based on its Fair Market Value as of the date
the Share Appreciation Right is exercised) or a combination of both, as
determined by the Committee in the Award Agreement. 

(b) To the extent any payment under Section 7.1(b) is effected
in Shares it shall be made subject to satisfaction of all provisions of Article
5 above pertaining to Options. 

ARTICLE 8 

OTHER TYPES OF AWARDS 

8.1 Dividend Equivalents. Any Participant selected by
the Committee may be granted Dividend Equivalents based on the dividends
declared on the Shares that are subject to any Award, to be credited as of
dividend payment dates, during the period between the date the Award is granted
and the date the Award is exercised, vests or expires, as determined by the
Committee. Such Dividend Equivalents shall be converted to cash or additional
Shares by such formula and at such time and subject to such limitations as may
be determined by the Committee. 

8.2 Share Payments. Any Participant selected by the
Committee may receive Share Payments in the manner determined from time to time
by the Committee; provided, that unless otherwise determined by the
Committee such Share Payments shall be made in lieu of base salary, bonus, or
other cash compensation otherwise payable to such Participant. The number of
shares shall be determined by the Committee and may be based upon the
Performance Criteria or other specific criteria determined appropriate by the
Committee, determined on the date such Share Payment is made or on any date
thereafter. 

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8.3 Deferred Shares. Any Participant selected by the
Committee may be granted an award of Deferred Shares in the manner determined
from time to time by the Committee. The number of shares of Deferred Shares
shall be determined by the Committee and may be linked to such specific criteria
determined to be appropriate by the Committee, in each case on a specified date
or dates or over any period or periods determined by the Committee. Shares
underlying a Deferred Share award will not be issued until the Deferred Share
award has vested, pursuant to a vesting schedule or criteria set by the
Committee. Unless otherwise provided by the Committee, a Participant awarded
Deferred Shares shall have no rights as a Company shareholder with respect to
such Deferred Shares until such time as the Deferred Share Award has vested and
the Shares underlying the Deferred Share Award has been issued. 

8.4 Restricted Share Units. The Committee is authorized
to make Awards of Restricted Share Units to any Participant selected by the
Committee in such amounts and subject to such terms and conditions as determined
by the Committee. 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, and may specify such conditions to vesting as it deems
appropriate. At the time of grant, the Committee shall specify the maturity date
applicable to each grant of Restricted Share Units which shall be no earlier
than the vesting date or dates of the Award and may be determined at the
election of the grantee. On the maturity date, the Company shall transfer to the
Participant one unrestricted, fully transferable Share for each Restricted Share
Unit scheduled to be paid out on such date and not previously forfeited. The
Committee shall specify the purchase price, if any, to be paid by the grantee to
the Company for such Shares. 

8.5 Term. Except as otherwise provided herein, the term
of any Award of Dividend Equivalents, Share Payments, Deferred Share, or
Restricted Share Units shall be set by the Committee in its discretion. 

 8.6 Exercise or Purchase Price. The Committee may
establish the exercise or purchase price, if any, of any Award of Deferred
Share, Share Payments or Restricted Share Units; provided, however, that
such price shall not be less than the par value of a Share, unless otherwise
permitted by Applicable Law. 

8.7 Exercise Upon Termination of Employment or Service.
An Award of Dividend Equivalents, Deferred Share, Share Payments, and Restricted
Share Units shall only be exercisable or payable while the Participant is an
Employee, Consultant or a member of the Board, as applicable; provided,
however, that the Committee in its sole and absolute discretion may provide
that an Award of Dividend Equivalents, Share Payments, Deferred Share, or
Restricted Share Units may be exercised or paid subsequent to a termination of
employment or service, as applicable, or following a Change of Control of the
Company, or because of the Participant’s retirement, death or Disability, or
otherwise. 

8.8 Form of Payment. Payments with respect to any Awards
granted under this Article 8 shall be made in cash, in Shares or a combination
of both, as determined by the Committee. 

8.9 Award Agreement. All Awards under this Article 8
shall be subject to such additional terms and conditions as determined by the
Committee and shall be evidenced by an Award Agreement 

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ARTICLE 9 

PROVISIONS APPLICABLE TO AWARDS 

9.1 Stand-Alone and Tandem Awards. Awards granted
pursuant to the Plan may, in the discretion of the Committee, be granted either
alone, in addition to, or in tandem with, any other Award granted pursuant to
the Plan. Awards granted in addition to or in tandem with other Awards may be
granted either at the same time as or at a different time from the grant of such
other Awards. 

9.2 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. 

9.3 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. 

9.4 Beneficiaries. Notwithstanding Section 9.3, 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 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. 

9.5 Share Certificates. Notwithstanding anything herein
to the contrary, the Company shall not be required to issue or deliver any
certificates evidencing shares of Share pursuant to the exercise of any Award,
unless and until the Board 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 federal, state, or foreign
jurisdiction, securities or other laws, rules and regulations 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 Share. In addition
to the terms and conditions provided herein, the Board may require that a
Participant make such reasonable covenants, agreements, and representations as
the Board, 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. 

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9.6 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. 

9.7 Foreign Currency. A Participant may be required to
provide evidence that any currency used to pay the exercise price of any Award
was 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 PRC, the exchange rate as selected by the Committee
on the date of exercise. 

ARTICLE 10 

CHANGES IN CAPITAL STRUCTURE 

10.1 Adjustments. In the event of any dividend, share
split, combination or exchange of Shares, amalgamation, arrangement or
consolidation, spin-off, recapitalization or other distribution (other than
normal cash dividends) of Company assets to its shareholders, or any other
change affecting the shares of Shares or the share price of a Share, the
Committee shall make such proportionate and equity 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. 

10.2 Acceleration upon a Change of Control. 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 a Change of
Control occurs and a Participant’s Options, Restricted Share or Share
Appreciation Rights settled in Shares are not converted, assumed, or replaced by
a successor, such Awards shall become fully exercisable and all forfeiture
restrictions on such Awards shall lapse. Upon, or in anticipation of, a Change
of Control, 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 such Awards during a period of
time as the Committee shall determine, (ii) either 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 or realization of the Participant’s rights had such Award
been currently exercisable or payable or fully vested (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 or realization
of the Participant’ s rights, then such Award may be terminated by the Company
without payment), (iii) the replacement of such Award with other rights or
property selected by the Committee in its sole discretion 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) provide for payment of Awards in cash based
on the value of Shares on the date of the Change of Control plus reasonable
interest on the Award through the date 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. 

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10.3 Outstanding Awards — Corporate Transactions. In the
event of a Corporate Transaction, each Award will terminate upon the
consummation of the Corporate Transaction, unless the Award is assumed by the
successor entity or Parent thereof in connection with the Corporate Transaction.
.. Except as provided otherwise in an individual Award Agreement, in the event of
a Corporate Transaction and: 

(a) the Award either is (x) assumed by the successor entity or
Parent thereof or replaced with a comparable Award (as determined by the
Committee) with respect to shares of the capital stock of the successor entity
or Parent thereof or (y) replaced with a cash incentive program of the successor
entity which preserves the compensation element of such Award existing at the
time of the Corporate Transaction and provides for subsequent payout in
accordance with the same vesting schedule applicable to such Award, then such
Award (if assumed), the replacement Award (if replaced), or the cash incentive
program automatically shall become fully vested, exercisable and payable and be
released from any restrictions on transfer (other than transfer restrictions
applicable to Options) and repurchase or forfeiture rights, immediately upon
termination of the Participant’s employment or service with all Service
Recipient within twelve (12) months of the Corporate Transaction without cause;
and 

(b) For each Award that is neither assumed nor replaced, such
portion of the Award shall automatically become fully vested and exercisable and
be released from any repurchase or forfeiture rights (other than repurchase
rights exercisable at Fair Market Value) for all of the Shares at the time
represented by such portion of the Award, immediately prior to the specified
effective date of such Corporate Transaction, provided that the Participant
remains an Employee, Consultant or Director on the effective date of the
Corporate Transaction. 

10.4 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 10, 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. 

10.5 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 11 

ADMINISTRATION 

11.1 Committee. The Plan shall be administered by the
Compensation Committee of the Board; provided, however that the
Compensation Committee may delegate to a committee of one or more members of the
Board the authority to grant or amend Awards to Participants other than
Independent Directors and executive officers of the Company (such committee
being the “Committee”). The Committee shall consist of at least two individuals,
each of whom qualifies as a Non-Employee Director. Reference to the Committee
shall refer to the Board if the Compensation Committee does not yet exist or
ceases to exist and the Board does not appoint a successor Committee.
Notwithstanding the foregoing, the full Board, acting by majority of its members
in office shall conduct the general administration of the Plan if required by
Applicable Law, and with respect to Awards granted to Independent Directors and
for purposes of such Awards the term “Committee” as used in the Plan shall be
deemed to refer to the Board. 

11.2 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. 

11.3 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; 

15




(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; 

(j) Adjust the exercise price per Share subject to an Option;
and 

(k) 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. 

11.4 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 12 

EFFECTIVE AND EXPIRATION DATE 

12.1 Effective Date. The Plan is effective as of the
date the Plan is approved by the Company’s board of directors (the “Effective
Date”). 

12.2 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. 

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ARTICLE 13 

AMENDMENT, MODIFICATION, AND TERMINATION 

13.1 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 any applicable law, regulation, or stock
exchange rule, the Company shall obtain shareholder approval of any Plan
amendment in such a manner and to such a degree as required, and (b) shareholder
approval is required for any amendment to the Plan that (i) permits the
Committee to grant Options with an exercise price that is below Fair Market
Value on the date of grant, (ii) permits the Committee to extend 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. 

13.2 Awards Previously Granted. Except with respect to
amendments made pursuant to Section 13.1, 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. 

ARTICLE 14 

GENERAL PROVISIONS 

14.1 No Rights to Awards. No Participant, employee, 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,
employees, and other persons uniformly. 

14.2 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. 

14.3 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 federal, state, local and
foreign taxes (including the Participant’s payroll tax obligations) required 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 the Participant’s federal, state, local and foreign income and payroll
tax liabilities with respect to the issuance, vesting, exercise or payment of
the Award shall, unless specifically approved by the Committee, be limited to
the number of Shares which have a Fair Market Value on the date of withholding
or repurchase equal to the aggregate amount of such liabilities based on the
minimum statutory withholding rates for federal, state, local and foreign income
tax and payroll tax purposes that are applicable to such supplemental taxable
income. 

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14.4 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. 

14.5 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. 

14.6 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 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. 

14.7 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. 

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

14.9 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. 

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14.10 Fractional Shares. No fractional shares of Share
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. 

14.11 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, rules, and regulations, 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 Actor 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. 

14.12 Governing Law. The Plan and all Award Agreements
shall be construed in accordance with and governed by the laws of the Cayman
Islands. 

14.13 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 r 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 is
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. 

14.14 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
limitations contained in Sections 3.1 and 3.3 of the Plan. 

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