Registrant's 2011 Share Incentive Plan



 Exhibit 4.1.2 
 CHARM COMMUNICATIONS INC. 
 2011 SHARE INCENTIVE PLAN 

 

	1.	Purpose of the Plan 

 The
purpose of the Plan is to aid the Company and its Affiliates in recruiting and retaining key employees, directors or consultants of outstanding ability and to motivate such employees, directors or consultants to exert their best efforts on behalf of
the Company and its Affiliates by providing incentives through the granting of Awards. The Company expects that it will benefit from the added interest which such key employees, directors or consultants will have in the welfare of the Company as a
result of their proprietary interest in the Company’s success. 
  

	2.	Definitions 

 The
following capitalized terms used in the Plan have the respective meanings set forth in this Section: 
  

	 	(a)	Applicable Laws: All laws, statutes, regulations, ordinances, rules or governmental requirements that are applicable to this Plan or any Award granted pursuant
to this Plan, including but not limited to applicable laws of the People’s Republic of China, the United States and the Cayman Islands, and the rules and requirements of any applicable securities exchange. 


 

	 	(b)	Act: The U.S. Securities Exchange Act of 1934, as amended, or any successor thereto. 


 

	 	(c)	Affiliate: With respect to the Company, any entity directly or indirectly controlling, controlled by, or under common control with, the Company or any other
entity designated by the Board in which the Company or an Affiliate has an interest. 

  

	 	(d)	Award: An Option, Share Appreciation Right or Other Share-Based Award granted pursuant to the Plan. 


 

	 	(e)	Beneficial Owner: A “beneficial owner”, as such term is defined in Rule 13d-3 under the Act (or any successor rule thereto). 


 

	 	(f)	Board: The Board of Directors of the Company. 

  

	 	(g)	Change in Control: The occurrence of any of the following events: 

 (i) the sale or disposition, in one or a series of related transactions, of all or substantially all, of the assets of the Company to any “person” or “group” (as such terms are defined
in Sections 13(d)(3) or 14(d)(2) of the Act) other than the Permitted Holders; 







 (ii) any person or group, other than the Permitted Holders, is or becomes the Beneficial
Owner (except that a person shall be deemed to have “beneficial ownership” of all shares that any such person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or
indirectly, of more than 50% of the total voting power of the Company (or any entity which controls the Company), including by way of merger, consolidation, tender or exchange offer, or otherwise; or 

(iii) during any period of two consecutive years, individuals who at the beginning of such period constituted the Board (together with any
new directors whose election by such Board or whose nomination for election by the shareholders of the Company was approved by a vote of a majority of the directors of the Company, then still in office, who were either directors at the beginning of
such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board, then in office. 
  

	 	(h)	Code: The U.S. Internal Revenue Code of 1986, as amended, or any successor thereto. 


 

	 	(i)	Committee: The Compensation Committee of the Board, or before such committee is formed, the Board. 


 

	 	(j)	Company: Charm Communications Inc., a company incorporated under the laws of the Cayman Islands. 


 

	 	(k)	Disability: Inability of a Participant to perform in all material respects his or her duties and responsibilities to the Company, or any Subsidiary of the
Company, by reason of a physical or mental disability or infirmity which inability is reasonably expected to be permanent and has continued (i) for a period of not less than 90 consecutive days or (ii) such shorter period as the Committee
may reasonably determine in good faith. The Disability determination shall be in the sole discretion of the Committee and a Participant (or his or her representative) shall furnish the Committee with medical evidence documenting the
Participant’s disability or infirmity which is satisfactory to the Committee. 

  

	 	(l)	Effective Date: The date the Board approves the Plan, or such later date as is designated by the Board. 


 

	 	(m)	Employment: The term “Employment” as used herein shall be deemed to refer to (i) a Participant’s employment if the Participant is an employee
of the Company or any of its Affiliates, (ii) a Participant’s services as a consultant, if the Participant is consultant to the Company or its Affiliates and (iii) a Participant’s services as an non-employee director, if the
Participant is a non-employee member of the Board. 


  
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	 	(n)	Fair Market Value: 

 (i)
Where there exists a public market for the Shares, the Fair Market Value shall be (i) the closing price for a Share for the last market trading day prior to the time of the determination (or, if no closing price was reported on that date, on
the last trading date on which a closing price was reported) on the stock exchange (including Nasdaq Global Market) determined by the Committee to be the primary market for the Shares, or (ii) if the Shares are not traded on any such exchange
or market system, the average of the closing bid and asked prices of a Share on the Nasdaq Small Cap Market for the day prior to the time of the determination (or, if no such prices were reported on that date, on the last date on which such prices
were reported), in each case, as reported in The Wall Street Journal or such other source as the Committee deems reliable; or 

(ii) In the absence of an established market for the Shares of the type described in (i) above, the Fair Market Value thereof shall
be determined by the Committee in good faith by reference to (i) the valuation price made by an independent appraiser appointed by the Committee, if any; (ii) the placing price of the latest private placement of the Shares and
(iii) the development of the Company’s business operations since such latest private placement. 
  

	 	(o)	ISO: An Option that is also an incentive share option granted pursuant to Section 6(d) of the Plan. 


 

	 	(p)	LSAR: A limited share appreciation right granted pursuant to Section 7(d) of the Plan. 


 

	 	(q)	Other Share-Based Awards: Awards granted pursuant to Section 8 of the Plan. 


 

	 	(r)	Option: A share option granted pursuant to Section 6 of the Plan. 


 

	 	(s)	Option Price: The purchase price per Share of an Option, as determined pursuant to Section 6(a) of the Plan. 


 

	 	(t)	Participant: An employee, director or consultant who is selected by the Committee to participate in the Plan. To the extent required by Applicable Laws, Awards
may be limited to employees and officers or employees and directors. 

  

	 	(u)	Permitted Holder: means, as of the date of determination, (i) the Company or (ii) any employee benefit plan (or trust forming a part thereof)
maintained by (A) the Company or (B) any corporation or other Person of which a majority of its voting power of its voting equity securities or equity interest is owned, directly or indirectly, by the Company. 


  
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	 	(v)	Person: means an individual, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization or other entity,
including a “person” as used for purposes of Section 13(d) or 14(d) of the Act. 

  

	 	(w)	Plan: This Charm Communications Inc. 2011 Share Incentive Plan. 

  

	 	(x)	Shares: Class A Ordinary Shares of the Company, par value US$0.0001 per share. 


 

	 	(y)	Share Appreciation Right: A share appreciation right granted pursuant to Section 7 of the Plan. 


 

	 	(z)	Subsidiary: A 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. 

  

	3.	Shares Subject to the Plan 

  

	 	(a)	Subject to the provisions of Section 9 below and to any amendment to the Plan, the maximum number of Shares with respect to which Awards may be granted under this
Plan, when aggregated with any Shares issued or issuable upon the exercise of all of the Awards granted under the Plan, shall not exceed 2,000,000 Shares. 

  


	 	(b)	Any Shares covered by an Award (or portion of a Grant) which is forfeited or cancelled, has expired, or is settled in cash or otherwise, shall be deemed not to have
been issued or issuable for purposes of determining the maximum aggregate number of Shares with respect to which Awards may be granted under the Plan. If any unissued Shares are retained by the Company upon the exercise of an Award in order to
satisfy the exercise price of, or any withholding taxes due with respect to, such Award, such Shares shall become available for future grants under the Plan. Shares that actually have been issued under the Plan pursuant to an Award shall not be
returned to the Plan and shall not become available for future grants under the Plan. 

  

	4.	Administration 

 The Plan
shall be administered by the Committee, which may delegate its duties and powers in whole or in part to any subcommittee thereof consisting solely of at least two individuals who are intended to qualify as “Non-Employee Directors” within
the meaning of Rule 16b-3 under the Act (or any successor rule thereto) and an “independent director” as defined in Rule 5605 of the Nasdaq Listing Rules (or any successor rule thereto). Awards may, in the discretion of the Committee, be
made under the Plan in assumption of, or in substitution for, outstanding awards previously granted by the Company or its affiliates or a company acquired by the Company or with which the Company combines. The number of Shares underlying such
substitute awards shall be counted against the aggregate number of Shares available for Awards under the Plan. The Committee is authorized to interpret the Plan, to establish, amend and rescind any rules and regulations relating to the Plan, and to
make any other determinations that it deems necessary or desirable for the administration of the Plan. The Committee may correct any defect or supply any omission or reconcile any inconsistency in the Plan in the manner and to the extent the
Committee deems necessary or desirable. Any decision of the Committee in the interpretation and administration of the Plan, as described herein, shall lie within its sole and absolute discretion and shall be final, conclusive and binding on all
parties concerned (including, but not limited to, Participants and their beneficiaries or successors). The Committee shall have the full power and authority to establish the terms and conditions of any Award consistent with the provisions of the
Plan and to waive any such terms and conditions at any time (including, without limitation, accelerating or waiving any vesting conditions). The Committee shall require payment of any amount it may determine to be necessary to withhold for any
applicable taxes as a result of the exercise, grant or vesting of an Award. Unless the Committee specifies otherwise, the Participant may elect to pay a portion or all of such withholding taxes by (a) delivery in Shares or (b) having
Shares withheld by the Company from any Shares that would have otherwise been received by the Participant. 

  
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	5.	Limitations 

 No Award may
be granted under the Plan after the tenth anniversary of the Effective Date, but Awards theretofore granted may extend beyond that date. 
  

	6.	Terms and Conditions of Options 

 Options granted under the Plan shall be, as determined by the Committee, non-qualified or incentive share options for U.S. federal income tax purposes, as evidenced by the related Award agreements, and
shall be subject to the foregoing and the following terms and conditions and to such other terms and conditions, not inconsistent therewith, as the Committee shall determine: 

 

	 	(a)	Option Price. The Option Price per Share shall be determined by the Committee, and unless approved by the board of directors of the Company, shall not be less
than 100% of the Fair Market Value of the Shares on the date the related Option is granted. 

  

	 	(b)	Exercisability. Options granted under the Plan shall be exercisable at such time and upon such terms and conditions as may be determined by the Committee, but in
no event shall an Option be exercisable more than ten years after the date it is granted. 


  
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	 	(c)	Exercise of Options. Except as otherwise provided in the Plan or in an Award agreement, an Option may be exercised for all, or from time to time any part, of the
Shares for which it is then exercisable. For purposes of Section 6 of the Plan, the exercise date of an Option shall be the later of the date a notice of exercise is received by the Company and, if applicable, the date payment is received by
the Company pursuant to the following sentence. The purchase price for the Shares as to which an Option is exercised shall be paid to the Company in full at the time of exercise at the election of the Participant (i) in cash or its equivalent
(e.g., by check), (ii) to the extent permitted by the Committee, in Shares having a Fair Market Value equal to the aggregate Option Price for the Shares being purchased and satisfying such other requirements as may be imposed by the Committee;
provided, that such Shares have been held by the Participant for no less than six months (or such other period as established from time to time by the Committee in order to avoid adverse accounting treatment applying generally accepted
accounting principles), (iii) partly in cash and partly in such Shares, (iv) if there is a public market for the Shares at such time, through the delivery of irrevocable instructions to a broker to sell Shares obtained upon the
exercise of the Option and to deliver promptly to the Company an amount out of the proceeds of such Sale equal to the aggregate Option Price for the Shares being purchased, (v) withholding from the delivery to the Participant that number of
whole Shares having a Fair Market Value at the time of exercise equal to the Option Price payable to the Company upon exercise of the Option, or (vi) to the extent permitted by the Committee, an combination of the forgoing methods of payment.
No Participant shall have any rights to dividends or other rights of a shareholder with respect to Shares subject to an Option until the Participant has given written notice of exercise of the Option, paid in full for such Shares and, if applicable,
has satisfied any other conditions imposed by the Committee pursuant to the Plan. 

  

	 	(d)	ISOs. The Committee may grant Options under the Plan that are intended to be ISOs. Such ISOs shall comply with the requirements of Section 422 of the Code
(or any successor section thereto). No ISO may be granted to any Participant who at the time of such grant, owns more than ten percent of the total combined voting power of all classes of share of the Company or of any Subsidiary, unless
(i) the Option Price for such ISO is at least 110% of the Fair Market Value of a Share on the date the ISO is granted and (ii) the date on which such ISO terminates is a date not later than the day preceding the fifth anniversary of the
date on which the ISO is granted. Any Participant who disposes of Shares acquired upon the exercise of an ISO either (i) within two years after the date of grant of such ISO or (ii) within one year after the transfer of such Shares to the
Participant, shall notify the Company of such disposition and of the amount realized upon such disposition. All Options granted under the Plan are intended to be nonqualified share options, unless the applicable Award agreement expressly states that
the Option is intended to be an ISO. If an Option is intended to be an ISO, and if for any reason such Option (or portion thereof) shall not qualify as an ISO, then, to the extent of such nonqualification, such Option (or portion thereof) shall be
regarded as a nonqualified share option granted under the Plan; provided that such Option (or portion thereof) otherwise complies with the Plan’s requirements. In no event shall any member of the Committee, the Company or any of its
Affiliates (or their respective employees, officers or directors) have any liability to any Participant (or any other Person) due to the failure of an Option to qualify for any reason as an ISO. 


  
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	 	(e)	Attestation. Wherever in this Plan or any agreement evidencing an Award a Participant is permitted to pay the exercise price of an Option or taxes relating to
the exercise of an Option by delivering Shares, the Participant may, subject to procedures satisfactory to the Committee, satisfy such delivery requirement by presenting proof of beneficial ownership of such Shares, in which case the Company shall
treat the Option as exercised without further payment and shall withhold such number of Shares from the Shares acquired by the exercise of the Option. 

  

	7.	Terms and Conditions of Share Appreciation Rights 

  

	 	(a)	Grants. The Committee also may grant (i) a Share Appreciation Right independent of an Option or (ii) a Share Appreciation Right in connection with an
Option, or a portion thereof. A Share Appreciation Right granted pursuant to clause (ii) of the preceding sentence (A) may be granted at the time the related Option is granted or at any time prior to the exercise or cancellation of the
related Option, (B) shall cover the same number of Shares covered by an Option (or such lesser number of Shares as the Committee may determine) and (C) shall be subject to the same terms and conditions as such Option except for such
additional limitations as are contemplated by this Section 7 (or such additional limitations as may be included in an Award agreement). 

  

	 	(b)	Terms. The exercise price per Share of a Share Appreciation Right shall be an amount determined by the Committee but in no event shall such amount be less than
the greater of (i) the Fair Market Value of a Share on the date the Share Appreciation Right is granted or, in the case of a Share Appreciation Right granted in conjunction with an Option, or a portion thereof, the Option Price of the related
Option and (ii) the minimum amount permitted by Applicable Laws. Each Share Appreciation Right granted independent of an Option shall entitle a Participant upon exercise to an amount equal to (i) the excess of (A) the Fair Market
Value on the exercise date of one Share over (B) the exercise price per Share, times (ii) the number of Shares covered by the Share Appreciation Right. Each Share Appreciation Right granted in conjunction with an Option, or a portion
thereof, shall entitle a Participant to surrender to the Company the unexercised Option, or any portion thereof, and to receive from the Company in exchange therefore an amount equal to (i) the excess of (A) the Fair Market Value on the
exercise date of one Share over (B) the Option Price per Share, times (ii) the number of Shares covered by the Option, or portion thereof, which is surrendered. The date a notice of exercise is received by the Company shall be the exercise
date. Payment shall be made in Shares or in cash, or partly in Shares and partly in cash (any such Shares valued at such Fair Market Value), all as shall be determined by the Committee. Share Appreciation Rights may be exercised from time to time
upon actual receipt by the Company of written notice of exercise stating the number of Shares with respect to which the Share Appreciation Right is being exercised. No fractional Shares will be issued in payment for Share Appreciation Rights, but
instead cash will be paid for a fraction or, if the Committee should so determine, the number of Shares will be rounded downward to the next whole Share. 


  
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	 	(c)	Limitations. The Committee may impose, in its discretion, such conditions upon the exercisability or transferability of Share Appreciation Rights as it may deem
fit. 

  

	 	(d)	Limited Share Appreciation Rights. The Committee may grant LSARs that are exercisable upon the occurrence of specified contingent events. Such LSARs may provide
for a different method of determining appreciation, may specify that payment will be made only in cash and may provide that any related Awards are not exercisable while such LSARs are exercisable. Unless the context otherwise requires, whenever the
term “Share Appreciation Right” is used in the Plan, such term shall include LSARs. 

  

	8.	Other Share-Based Awards 


The Committee, in its sole discretion, may grant or sell Awards of Shares, Awards of restricted Shares and Awards that are valued in whole
or in part by reference to, or are otherwise based on the Fair Market Value of, Shares (collectively, “Other Share-Based Awards”). Such Other Share-Based Awards shall be in such form, and dependent on such conditions, as the Committee
shall determine, including, without limitation, the right to receive, or vest with respect to, one or more Shares (or the equivalent cash value of such Shares) upon the completion of a specified period of service, the occurrence of an event and/or
the attainment of performance objectives. Other Share-Based Awards may be granted alone or in addition to any other Awards granted under the Plan. Subject to the provisions of the Plan, the Committee shall determine to whom and when Other
Share-Based Awards will be made, the number of Shares to be awarded under (or otherwise related to) such Other Share-Based Awards; whether such Other Share-Based Awards shall be settled in cash, Shares or a combination of cash and Shares; and all
other terms and conditions of such Awards (including, without limitation, the vesting provisions thereof and provisions ensuring that all Shares so awarded and issued shall be fully paid and non-assessable). 

 

	9.	Adjustments upon Certain Events 

 Notwithstanding any other provisions in the Plan to the contrary, the following provisions shall apply to all Awards granted under the Plan: 

 

	 	(a)	Generally. In the event of any change in the outstanding Shares after the Effective Date by reason of any Share dividend or split, reorganization,
recapitalization, merger, consolidation, spin-off, combination, combination or transaction or exchange of Shares or other corporate exchange, or any distribution to shareholders of Shares other than regular cash dividends or any transaction similar
to the foregoing, the Committee in its sole discretion and without liability to any person shall make such substitution or adjustment, if any, as it deems to be equitable, as to (i) the number or kind of Shares or other securities issued or
reserved for issuance pursuant to the Plan or pursuant to outstanding Awards, (ii) the maximum number of Shares for which Options or Share Appreciation Rights may be granted during a calendar year to any Participant, (iii) the maximum
number of Shares for which Other Share-Based Awards may be granted during a calendar year to any Participant, (iv) the maximum amount of an Award that is valued in whole or in part by reference to, or is otherwise based on the Fair Market Value
of, Shares that may be granted during a calendar year to any Participant, (v) the Option Price or exercise price of any share appreciation right and/or (vi) any other affected terms of such Awards. 


  
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	 	(b)	Change in Control. In the event of a Change of Control after the Effective Date, (i) the Committee may, but shall not be obligated to, (A) cancel such
Awards for fair value (as determined in the sole discretion of the Committee) which, in the case of Options and Share Appreciation Rights, may equal the excess, if any, of value of the consideration to be paid in the Change of Control transaction to
holders of the same number of Shares subject to such Options or Share Appreciation Rights (or, if no consideration is paid in any such transaction, the Fair Market Value of the Shares subject to such Options or Share Appreciation Rights) over the
aggregate exercise price of such Options or Share Appreciation Rights or (B) provide for the issuance of substitute Awards that will substantially preserve the otherwise applicable terms of any affected Awards previously granted hereunder as
determined by the Committee in its sole discretion or (C) provide that for a period of at least 15 days prior to the Change of Control, such Options shall be exercisable as to all shares subject thereto and that upon the occurrence of the
Change of Control, such Options shall terminate and be of no further force and effect. 

  

	10.	No Right to Employment or Awards 

 The granting of an Award under the Plan shall impose no obligation on the Company or any Subsidiary to continue the Employment of a Participant and shall not lessen or affect the Company’s or
Subsidiary’s right to terminate the Employment of such Participant. No Participant or other Person shall have any claim to be granted any Award, and there is no obligation for uniformity of treatment of Participants, or holders or beneficiaries
of Awards. The terms and conditions of Awards and the Committee’s determinations and interpretations with respect thereto need not be the same with respect to each Participant (whether or not such Participants are similarly situated).

  

	11.	Successors and Assigns 


The Plan shall be binding on all successors and assigns of the Company and a Participant, including without limitation, the estate of such
Participant and the executor, administrator or trustee of such estate, or any receiver or trustee in bankruptcy or representative of the Participant’s creditors. 

  
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	12.	No Transfer of Awards 


Unless otherwise permitted by the Committee, an Award shall not be transferable or assignable, in whole or in part, by the Participant
otherwise than by will or by the laws of descent and distribution. An Award exercisable after the death of a Participant may be exercised by the legatees, personal representatives or distributees of the Participant. Any purported transfer or
assignment without the Committee’s approval shall be void. 
  

	13.	Amendments or Termination 


The Board may amend, alter or discontinue the Plan, but no amendment, alteration or discontinuation shall be made, (a) without the
approval of the shareholders of the Company, if such action would (except as is provided in Section 9 of the Plan), increase the total number of Shares reserved for the purposes of the Plan or change the maximum number of Shares for which
Awards may be granted to any Participant or (b) without the consent of a Participant, if such action would diminish any of the rights of the Participant under any Award theretofore granted to such Participant under the Plan; provided,
however, that the Committee may amend the Plan in such manner as it deems necessary to meet the requirements of any Applicable Laws. 
 Without limiting the generality of the foregoing, to the extent applicable, notwithstanding anything herein to the contrary, this Plan and Awards granted hereunder shall be interpreted in accordance with
Section 409A of the Code and Department of Treasury regulations and other interpretative guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date.
Notwithstanding any provision of the Plan to the contrary, in the event that the Committee determines that any amounts payable hereunder will be taxable to a Participant under Section 409A of the Code and related Department of Treasury guidance
prior to payment to such Participant of such amount, the Company may (a) adopt such amendments to the Plan and Awards and appropriate policies and procedures, including amendments and policies with retroactive effect, that the Committee
determines necessary or appropriate to preserve the intended tax treatment of the benefits provided by the Plan and Awards hereunder and/or (b) take such other actions as the Committee determines necessary or appropriate to comply with the
requirements of Section 409A of the Code. 
  

	14.	Jurisdictions 

 In order
to assure the viability of Awards granted to Participants employed in various jurisdictions, the Committee may, in its sole discretion, provide for such special terms as it considers 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, 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, restatements or alternative versions shall increase the Share limitation contained in
Section 3 hereof. Notwithstanding the foregoing, the Committee may not take any actions hereunder, and no Awards shall be granted that would violate any Applicable Laws. 

  
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	15.	Distribution of Shares 


The obligation of the Company to make payments in Shares pursuant to an Award shall be subject to all Applicable Laws and to any such
approvals by government agencies as may be required. Without limiting the generality of the foregoing, Shares distributed pursuant to an Award may consist, in whole or in part, of authorized and unissued Shares, treasury Shares or Shares purchased
on the open market. Additionally, in the discretion of the Committee, American Depository Shares may be distributed in lieu of Shares in settlement of any Award, provided that the American Depository Shares shall be of equal value to the Shares that
would have otherwise been distributed. 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 shall be adjusted to reflect the distribution of American Depository
Shares in lieu of Shares. 
  

	16.	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 any Applicable Laws, in particular, the tax
laws, rules, regulations and government orders of the People’s Republic of China or the U.S. federal, state or other local tax laws, as applicable. The Company and each of its Subsidiaries 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, if any) required to be withheld under any Applicable Laws
with respect to any Award issued to the Participant hereunder. 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 form 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 other 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 other income tax any payroll tax purposes that are applicable to such taxable income. 

 

	17.	Choice of Law 

 The Plan
shall be governed by and construed in accordance with the laws of the state of New York.  

  
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	18.	Effectiveness of the Plan 


The Plan shall be effective as of the Effective Date and shall terminate on the tenth anniversary of the Effective Date, subject to
earlier termination by the Board pursuant to Section 13 hereof. 
  

	
	CHARM COMMUNICATIONS INC.
	
	 /S/ Dang He

	 Name: Dang He
 Title: Chairman
of the Board of Directors

	Date: November 30, 2011



  
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