Exhibit 10.19


 


INDONESIA
ENERGY CORPORATION LIMITED


2018
OMNIBUS EQUITY INCENTIVE PLAN


 




     


     


    

 


TABLE OF CONTENTS


 


		 	PAGE
	Article 1. Effective Date, Objectives and Duration	1
	1.1	Effective Date of the Plan	1
	1.2	Objectives of the Plan	1
	1.3	Duration of the Plan	1
	 	 	 
	Article 2. Definitions	1
	2.1	“Applicable Law”	1
	2.2	“Award”	1
	2.3	“Award Agreement”	1
	2.4	“Board”	1
	2.5	“Bonus Shares”	2
	2.6	“Cause”	2
	2.7	“CEO”	2
	2.8	“Code”	2
	2.9	“Committee”	2
	2.10	“Company”	2
	2.11	“Compensation Committee”	2
	2.12	“Corporate Transaction”	2
	2.13	“Deferred Shares”	2
	2.14	“Disability” or “Disabled”	2
	2.15	“Dividend Equivalent”	3
	2.16	“Effective Date”	3
	2.17	“Eligible Person”	3
	2.18	“Exchange Act”	3
	2.19	“Exercise Price”	3
	2.20	“Fair Market Value”	3
	2.21	“Grant Date”	3
	2.22	“Grantee”	3
	2.23	“Incentive Share Option”	3
	2.24	“Including” or “includes”	4
	2.25	means “including, without limitation,” or “includes, without limitation,” respectively	4
	2.26	“Non-Employee Director”	4
	2.27	“Option”	4
	2.28	“Other Share-Based Award”	4
	2.29	“Performance Period”	4
	2.30	“Performance Share” and “Performance Share Unit”	4
	2.31	“Period of Restriction”	4
	2.32	“Person”	4
	2.33	“Restricted Shares”	4
	2.34	“Restricted Share Units”	4
	2.35	“Rule 16b-3”	4
	2.36	“SEC”	4
	2.37	“Section 16 Non-Employee Director”	4
	2.38	“Section 16 Person”	4
	2.39	“Share”	4
	2.40	“Share Appreciation Right” or “SAR”	4
	2.41	“Subsidiary”	4
	2.42	“Surviving Company”	5
	2.43	“Term”	5
	2.44	“Termination of Affiliation”	5


 




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TABLE OF CONTENTS


 


		 	PAGE
	Article 3. Administration	5
	3.1	Committee	5
	3.2	Powers of Committee	5
	3.3	No Repricings	7
	 	 	 
	Article 4. Shares Subject to the Plan 	7
	4.1	Number of Shares Available for Grants	7
	4.2	Adjustments in Authorized Shares and Awards; Corporate Transaction, Liquidation or Dissolution	8
	 	 	 
	Article 5. Eligibility and General Conditions of Awards	9
	5.1	Eligibility	9
	5.2	Award Agreement	9
	5.3	General Terms and Termination of Affiliation	9
	5.4	Nontransferability of Awards	9
	5.5	Cancellation and Rescission of Awards	10
	5.6	Stand-Alone, Tandem and Substitute Awards	10
	5.7	Compliance with Rule 16b-3	10
	5.8	Deferral of Award Payouts	11
	 	 	 
	Article 6. Share Options	11
	6.1	Grant of Options	11
	6.2	Award Agreement	11
	6.3	Option Exercise Price	11
	6.4	Grant of Incentive Share Options	11
	6.5	Payment of Exercise Price	12
	 	 	 
	Article 7. Share Appreciation Rights	13
	7.1	Issuance	13
	7.2	Award Agreements	13
	7.3	SAR Exercise Price	13
	7.4	Exercise and Payment	13
	 	 	 
	Article 8. Restricted Shares	13
	8.1	Grant of Restricted Shares	13
	8.2	Award Agreement	13
	8.3	Consideration for Restricted Shares	14
	8.4	Effect of Forfeiture	14
	8.5	Escrow; Legends	14
	 	 	 
	Article 9. Performance Share Units and Performance Shares	14
	9.1	Grant of Performance Share Units and Performance Shares	14
	9.2	Value/Performance Goals	14
	9.3	Earning of Performance Share Units and Performance Shares	14
	 	 	 
	Article 10. Deferred Shares and Restricted Share Units	15
	10.1	Grant of Deferred Shares and Restricted Share Units	15
	10.2	Vesting and Delivery	15
	10.3	Voting and Dividend Equivalent Rights Attributable to Deferred Shares and Restricted Share Units	16


 




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TABLE OF CONTENTS


 


		 	PAGE
	Article 11. Dividend Equivalents	16
	 	 	 
	Article 12. Bonus Shares	16
	 	 	 
	Article 13. Other Share-Based Awards	16
	 	 	 
	Article 14. Non-Employee Director Awards	17
	 	 	 
	Article 15. Amendment, Modification, and Termination	17
	15.1	Amendment, Modification, and Termination	17
	15.2	Awards Previously Granted	17
	 	 	 
	Article 16. Compliance with Code Section 409A	17
	 	 	 
	Article 17. Withholding	17
	17.1	Required Withholding	17
	17.2	Notification under Code Section 83(b)	18
	 	 	 
	Article 18. Additional Provisions	18
	18.1	Successors	18
	18.2	Severability	18
	18.3	Requirements of Law	19
	18.4	Securities Law Compliance	19
	18.5	Forfeiture Events	19
	18.6	No Rights as a Shareholder	20
	18.7	Nature of Payments	20
	18.8	Non-Exclusivity of Plan	20
	18.9	Governing Law	20
	18.10	Unfunded Status of Awards; Creation of Trusts	20
	18.11	Affiliation	20
	18.12	Participation	20
	18.13	Construction	20
	18.14	Headings	21
	18.15	Obligations	21
	18.16	No Right to Continue as Director	21
	18.17	Shareholder Approval	21
	18.18	Forfeiture of Shares	21
	18.19	Share Issuances	21
	18.20	No Dividends on Unvested Awards	21


 




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INDONESIA
ENERGY CORPORATION LIMITED


2018 OMNIBUS EQUITY INCENTIVE PLAN


 


Article 1.


Effective
Date, Objectives and Duration


 


1.1           Effective
Date of the Plan. The Board of Indonesia Energy Corporation Limited, an exempted company limited by shares and incorporated
under the laws of the Cayman Islands (the “Company”) adopted the Indonesia Energy Corporation Limited 2018 Omnibus
Incentive Plan (the “Plan”) effective as of November 1, 2018 (the “Effective Date”).


 


1.2           Objectives
of the Plan. The Plan is intended (a) to allow selected employees of and consultants to the Company and its Subsidiaries to
acquire or increase equity ownership in the Company, thereby strengthening their commitment to the success of the Company and stimulating
their efforts on behalf of the Company, and to assist the Company and its Subsidiaries in attracting new employees, officers and
consultants and retaining existing employees and consultants, (b) to optimize the profitability and growth of the Company and its
Subsidiaries through incentives which are consistent with the Company’s goals, (c) to provide Grantees with an incentive
for excellence in individual performance, (d) to promote teamwork among employees, consultants and Non-Employee Directors, and
(e) to attract and retain highly qualified persons to serve as Non-Employee Directors and to promote ownership by such Non-Employee
Directors of a greater proprietary interest in the Company, thereby aligning such Non-Employee Directors’ interests more
closely with the interests of the Company’s shareholders.


 


1.3           Duration
of the Plan. The Plan shall commence on the Effective Date and shall remain in effect, subject to the right of the Board to
amend or terminate the Plan at any time pursuant to Article 15 hereof, until the earlier of the tenth anniversary of the Effective
Date, or the date all Shares subject to the Plan shall have been purchased or acquired and the restrictions on all Restricted Shares
granted under the Plan shall have lapsed, according to the Plan’s provisions.


 


Article
2.


Definitions


 


Whenever used in the Plan, the
following terms shall have the meanings set forth below:


 


2.1           “Applicable
Law” means (i) the laws of the Cayman Islands as they relate to the Company and its Shares; (ii) 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 of any jurisdiction applicable to Awards granted to residents; and (iii) the rules of any applicable securities
exchange, national market system or automated quotation system on which the Shares are listed, quoted or traded.


 


2.2           “Award”
means Options (including non-qualified options and Incentive Share Options), SARs, Restricted Shares, Performance Share Units (which
may be paid in cash), Performance Shares, Deferred Shares, Restricted Share Units, Dividend Equivalents, Bonus Shares or Other
Share-Based Awards granted under the Plan.


 


2.3           “Award
Agreement” means either (a) a written agreement entered into by the Company and a Grantee setting forth the terms and
provisions applicable to an Award granted under the Plan, or (b) a written statement issued by the Company to a Grantee describing
the terms and provisions of such Award, including any amendment or modification thereof. The Committee may provide for the use
of electronic, internet or other non-paper Award Agreements and the use of electronic, internet or other non-paper means for the
acceptance thereof and actions thereunder by the Grantee.


 


2.4           “Board”
means the Board of Directors of the Company, from time to time.


 




     


     


    

 


2.5           “Bonus
Shares” means Shares that are awarded to a Grantee with or without cost and without restrictions either in recognition
of past performance (whether determined by reference to another employee benefit plan of the Company or otherwise), as an inducement
to become an Eligible Person or, with the consent of the Grantee, as payment in lieu of any cash remuneration otherwise payable
to the Grantee.


 


2.6           “Cause”
means, except as otherwise defined in an Award Agreement:


 


(a)          the
commission of any act by a Grantee constituting a felony or crime of moral turpitude (or their equivalent in a non-United States
jurisdiction);


 


(b)          an
act of dishonesty, fraud, intentional misrepresentation, or harassment which, as determined in good faith by the Committee, would:
(i) materially adversely affect the business or the reputation of the Company or any of its Subsidiaries with their respective
current or prospective customers, suppliers, lenders and/or other third parties with whom such entity does or might do business;
or (ii) expose the Company or any of its Subsidiaries to a risk of civil or criminal legal damages, liabilities or penalties;


 


(c)          any
material misconduct in violation of the Company’s or a Subsidiary’s written policies; or


 


(d)          willful
and deliberate non-performance of the Grantee’s duties in connection with the business affairs of the Company or its Subsidiaries;


 


provided,
however, that if the Grantee has a written employment or consulting agreement with the Company or any of its Subsidiaries or
participates in any severance plan established by the Company applicable to Awards granted to the Grantee under the Plan that includes
a definition of “cause” (or a substantially equivalent term), then Cause shall have the meaning set forth in such employment
or consulting agreement or severance plan.


 


2.7           “CEO”
means the Chief Executive Officer of the Company or any other named executive officer.


 


2.8           “Code”
means the Internal Revenue Code of 1986, as amended from time to time. References to a particular section of the Code include references
to regulations and rulings thereunder and to successor provisions.


 


2.9           “Committee”
has the meaning set forth in Section 3.1.


 


2.10         “Company”
means Indonesia Energy Corporation Limited, an exempted company limited by shares and incorporated under the laws of the Cayman
Islands.


 


2.11         “Compensation
Committee” means the compensation committee of the Board.


 


2.12         “Corporate
Transaction” has the meaning set forth in Section 4.2(b).


 


2.13         “Deferred
Shares” means a right, granted under Article 10, to receive Shares at the end of a specified deferral period.


 


2.14         “Disability”
or “Disabled” means, unless otherwise defined in an Award Agreement, or as otherwise determined under procedures
established by the Committee for purposes of the Plan, a Grantee is unable to engage in any substantial gainful activity by reason
of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last
for a continuous period of not less than twelve (12) months.




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2.15         “Dividend
Equivalent” means a right to receive payments equal to dividends or property, if and when paid or distributed, on a specified
number of Shares.


 


2.16         “Effective
Date” has the meaning set forth in Section 1.1.


 


2.17         “Eligible
Person” means any individual who is an employee (including any officer) of, a non-employee consultant to, or a Non-Employee
Director of, the Company or any Subsidiary; provided, however, that solely with respect to the grant of an Incentive Share Option,
an Eligible Person shall be any employee (including any officer) of the Company or any Subsidiary. Notwithstanding the foregoing,
an Eligible Person shall also include an individual who is expected to become an employee to, non-employee consultant of or Non-Employee
Director of the Company or any Subsidiary within a reasonable period of time after the grant of an Award (other than an Incentive
Share Option); provided that any Award granted to any such individual shall be automatically terminated and cancelled without consideration
if the individual does not begin performing services for the Company or any Subsidiary within twelve (12) months after the Grant
Date. Solely for purposes of Section 5.6(b), current or former employees or non-employee directors of, or consultants to, an Acquired
Entity who receive Substitute Awards in substitution for Acquired Entity Awards shall be considered Eligible Persons under this
Plan with respect to such Substitute Awards.


 


2.18         “Exchange
Act” means the Securities Exchange Act of 1934, as amended from time to time. References to a particular section of the
Exchange Act include references to successor provisions.


 


2.19         “Exercise
Price” means (a) with respect to an Option, the price at which a Share may be purchased by a Grantee pursuant to such
Option or (b) with respect to an SAR, the price established at the time an SAR is granted pursuant to Article 7, which is used
to determine the amount, if any, of the payment due to a Grantee upon exercise of the SAR. Notwithstanding the foregoing, the Exercise
Price may never be less than the par value per Share of US$0.001.


 


2.20         “Fair
Market Value” means, as of any date, unless otherwise specifically provided in an Award Agreement, the value of Shares
determined as follows:


 


(a)          If
the Shares are listed on one or more established and regulated securities exchanges, national market systems or automated quotation
systems on which Shares are listed, quoted or traded, Fair Market Value means a price that is based on the opening, closing, actual,
high, low, or the arithmetic mean of selling prices of a Share reported on the principal exchange or system on which the Shares
are traded on the applicable date or the preceding trading day.


 


(b)          If
the Shares are traded over the counter at the time a determination of Fair Market Value is required to be made hereunder, Fair
Market Value shall be deemed to be equal to the arithmetic mean between the reported high and low or closing bid and asked prices
of a Share on the applicable date, or if no such trades were made that day then the most recent date on which Shares were publicly
traded.


 


(c)          In
the event Shares are not publicly traded at the time a determination of their value is required to be made hereunder, the determination
of their Fair Market Value shall be made by the Committee in such manner as it deems appropriate.


 


2.21         “Grant
Date” means the date on which an Award is granted or such later date as specified in advance by the Committee.


 


2.22         “Grantee”
means a person who has been granted an Award.


 


2.23         “Incentive
Share Option” means an Option that is intended to meet the requirements of Section 422 of the Code.




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2.24         “Including”
or “includes” means “including, without limitation,” or “includes, without limitation,”
respectively.


 


2.26         “Non-Employee
Director” means a member of the Board who is not an employee of the Company or any Subsidiary.


 


2.28         “Option”
means an option granted under Article 6 of the Plan.


 


2.29         “Other
Share-Based Award” means a right, granted under Article 13 hereof, that relates to or is valued by reference to Shares
or other Awards relating to Shares.


 


2.30         “Performance
Period” means, with respect to an Award of Performance Shares or Performance Share Units, the period of time during which
the performance vesting conditions applicable to such Award must be satisfied.


 


2.31         “Performance
Share” and “Performance Share Unit” have the respective meanings set forth in Article 9.


 


2.32         “Period
of Restriction” means the period during which Restricted Shares are subject to forfeiture if the conditions specified
in the Award Agreement are not satisfied.


 


2.33         “Person”
means any individual, sole proprietorship, partnership, joint venture, limited liability company, trust, unincorporated organization,
association, corporation, institution, public benefit corporation, entity or government instrumentality, division, agency, body
or department.


 


2.34         “Restricted
Shares” means Shares, granted under Article 8, that are both subject to forfeiture and are nontransferable if the Grantee
does not satisfy the conditions specified in the Award Agreement applicable to such Shares.


 


2.35         “Restricted
Share Units” are rights, granted under Article 10, to receive Shares if the Grantee satisfies the conditions specified
in the Award Agreement applicable to such rights.


 


2.36         “Rule
16b-3” means Rule 16b-3 promulgated by the SEC under the Exchange Act, as amended from time to time, together with any
successor rule.


 


2.37         “SEC”
means the United States Securities and Exchange Commission, or any successor thereto.


 


2.38         “Section
16 Non-Employee Director” means a member of the Board who satisfies the requirements to qualify as a “non-employee
director” under Rule 16b-3.


 


2.39         “Section
16 Person” means a person who is subject to potential liability under Section 16(b) of the Exchange Act with respect
to transactions involving equity securities of the Company.


 


2.40         “Share”
means an ordinary share of the Company, par value US$0.001, and such other securities of the Company, as may be substituted or
resubstituted for Shares pursuant to Section 4.2 hereof.


 


2.41         “Share
Appreciation Right” or “SAR” means an Award granted under Article 7 of the Plan.


 


2.42         “Subsidiary”
means any corporation or other entity, including but not limited to partnerships, limited liability companies, exempted companies
and joint ventures, with respect to which the Company, directly or indirectly, owns as applicable (a) shares possessing more than
fifty percent (50%) of the total combined voting power of all classes of shares entitled to vote, or more than fifty percent (50%)
of the total value of all shares of all classes of shares of such corporation, or (b) an aggregate of more than fifty percent (50%)
of the profits interest or capital interest of a non-corporate entity.




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2.43         “Surviving
Company” means (a) the surviving entity in any merger, consolidation or similar transaction, involving the Company (including
the Company if the Company is the surviving entity), (b) or the direct or indirect parent company of such surviving entity or (c)
the direct or indirect parent company of the Company following a sale of substantially all of the issued and outstanding Shares
of the Company.


 


2.44         “Term”
of any Option or SAR means the period beginning on the Grant Date of an Option or SAR and ending on the date such Option or SAR
expires, terminates or is cancelled. No Option or SAR granted under this Plan shall have a Term exceeding 10 years


 


2.45         “Termination
of Affiliation” occurs on the first day on which an individual is for any reason no longer performing services for the
Company or any Subsidiary in the capacity of an employee of, a non-employee consultant to, or a Non-Employee Director of, the
Company or any Subsidiary or with respect to an individual who is an employee of, a non-employee consultant to or a Non-Employee
Director of a Subsidiary, the first day on which such entity ceases to be a Subsidiary of the Company unless such individual continues
to perform Services for the Company or another Subsidiary without interruption after such entity ceases to be a Subsidiary.


 


Article 3.


Administration


 


3.1           Committee.


 


(a)          Subject
to Article 14, and to subsection (b) and to Section 3.2, the Plan shall be administered by the Compensation Committee. In the event
that the Board determines that the Compensation Committee shall not be the administrator of the Plan, the term “Committee”
as used hereunder shall (except as provided for in subsection (b)) mean the committee of the Board designated to administer the
Plan, or the full Board should the Board so designate. The Committee may delegate to the CEO any or all of the authority of the
Committee with respect to Awards to Grantees other than Grantees who are executive officers, Non-Employee Directors, or Section
16 Persons at the time any such delegated authority is exercised.


 


(b)          Unless
the context requires otherwise, any references herein to “Committee” include references to the CEO to the extent the
CEO has been delegated authority pursuant to subsection (a); provided that (i) for purposes of Awards to Non-Employee Directors,
 “Committee” shall include only the full Board, and (ii) for purposes of Awards intended to comply with Rule 16b-3,
the “Committee” shall include only the Compensation Committee.


 


3.2           Powers
of Committee. Subject to and consistent with the provisions of the Plan (including Article 14), the Committee has full and
final authority and sole discretion as follows; provided that any such authority or discretion exercised with respect to a specific
Non-Employee Director shall be approved by a majority of the members of the Board, but excluding the Non-Employee Director with
respect to whom such authority or discretion is exercised:


 


(a)          to
determine when, to whom and in what types and amounts Awards should be granted;


 


(b)          to
grant Awards to Eligible Persons in any number and to determine the terms and conditions applicable to each Award (including the
number of Shares or the amount of cash or other property to which an Award will relate, any Exercise Price or purchase price, any
limitation or restriction, any schedule for or performance conditions relating to the earning of the Award or the lapse of limitations,
forfeiture restrictions, restrictions on exercisability or transferability, any performance goals including those relating to the
Company and/or a Subsidiary and/or any division thereof and/or an individual, and/or vesting based on the passage of time, based
in each case on such considerations as the Committee shall determine);


 




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(c)          to
determine the benefit payable, including where applicable the number of Shares issued, under any Performance Share Unit, Performance
Share, Dividend Equivalent, Other Share-Based Award or Cash Incentive Award and to determine whether any performance or vesting
conditions have been satisfied;


 


(d)          to
determine whether or not specific Awards shall be granted in connection with other specific Awards, and if so, whether they shall
be exercisable cumulatively with, or alternatively to, such other specific Awards and all other matters to be determined in connection
with an Award;


 


(e)          to
determine the Term of any Option or SAR;


 


(f)          to
determine the amount, if any, that a Grantee shall pay for Restricted Shares, whether to permit or require the payment of cash
dividends thereon to be deferred and the terms related thereto, when Restricted Shares (including Restricted Shares acquired upon
the exercise of an Option) shall be forfeited and whether such shares shall be held in escrow;


 


(g)          to
determine whether, to what extent and under 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 accelerated, vested, canceled, forfeited or surrendered
or any terms of the Award may be waived, and to accelerate the exercisability of, and to accelerate or waive any or all of the
terms and conditions applicable to, any Award or any group of Awards for any reason and at any time;


 


(h)          to
determine with respect to Awards granted to Eligible Persons whether, to what extent and under what circumstances cash, Shares,
other Awards, other property and other amounts payable with respect to an Award will be deferred, either at the election of the
Grantee or automatically pursuant to the terms of the Award Agreement;


 


(i)          to
offer to exchange or buy out any previously granted Award for a payment in cash, Shares or other Award;


 


(j)          to
construe and interpret the Plan and to make all determinations, including factual determinations, necessary or advisable for the
administration of the Plan;


 


(k)          to
make, amend, suspend, waive and rescind rules and regulations relating to the Plan;


 


(l)          to
appoint such agents as the Committee may deem necessary or advisable to administer the Plan;


 


(m)          to
determine the terms and conditions of all Award Agreements applicable to Eligible Persons (which need not be identical) and, with
the consent of the Grantee, to amend any such Award Agreement at any time, among other things, to permit transfers of such Awards
to the extent permitted by the Plan; provided that the consent of the Grantee shall not be required for any amendment (i) which
does not adversely affect the rights of the Grantee, or (ii) which is necessary or advisable (as determined by the Committee) to
carry out the purpose of the Award as a result of any new Applicable Law or change in an existing Applicable Law, or (iii) to the
extent the Award Agreement specifically permits amendment without consent;


 


(n)          to
cancel, with the consent of the Grantee, outstanding Awards and to grant new Awards in substitution therefor;


 


(o)          to
impose such additional terms and conditions upon the grant, exercise or retention of Awards as the Committee may, before or concurrently
with the grant thereof, deem appropriate, including limiting the percentage of Awards which may from time to time be exercised
by a Grantee;




    	 	 - 6 - 	 



     


    

 


(p)          to
make adjustments in the terms and conditions of, and the criteria in, Awards in recognition of unusual or nonrecurring events (including
events described in Section 4.2) affecting the Company or a Subsidiary or the financial statements of the Company or a Subsidiary,
or in response to changes in Applicable Law, regulations or accounting principles;


 


(q)          to
correct any defect or supply any omission or reconcile any inconsistency, and to construe and interpret the Plan, the rules and
regulations, and Award Agreement or any other instrument entered into or relating to an Award under the Plan; and


 


(r)          to
take any other action with respect to any matters relating to the Plan for which it is responsible and to make all other decisions
and determinations as may be required under the terms of the Plan or as the Committee may deem necessary or advisable for the administration
of the Plan.


 


Any
action of the Committee with respect to the Plan shall be final, conclusive and binding on all persons, including the Company,
its Subsidiaries, any Grantee, any person claiming any rights under the Plan from or through any Grantee, and shareholders. If
not specified in the Plan, the time at which the Committee must or may make any determination shall be determined by the Committee,
and any such determination may thereafter be modified by the Committee. The express grant of any specific power to the Committee,
and the taking of any action by the Committee, shall not be construed as limiting any power or authority of the Committee. Subject
to Section 3.1(b), the Committee may delegate to officers of the Company or any Subsidiary the authority, subject to such terms
as the Committee shall determine, to perform specified functions under the Plan.


 


3.3           No
Repricings. Notwithstanding any provision in Section 3.2 to the contrary, the terms of any outstanding Option or SAR may not
be amended to reduce the Exercise Price of such Option or SAR or cancel any outstanding Option or SAR in exchange for other Options
or SARs with an Exercise Price that is less than the Exercise Price of the cancelled Option or SAR or for any cash payment (or
Shares having a Fair Market Value) in an amount that exceeds the excess of the Fair Market Value of the Shares underlying such
cancelled Option or SAR over the aggregate Exercise Price of such Option or SAR or for any other Award, without shareholder approval;
provided, however, that the restrictions set forth in this Section 3.3, shall not apply (i) unless the Company has a class of shares
that is registered under Section 12 of the Exchange Act or (ii) to any adjustment allowed under to Section 4.2.


 


Article 4.


Shares
Subject to the Plan


 


4.1           Number
of Shares Available for Grants.


 


(a)          Subject
to adjustment as provided in Section 4.2 and except as provided in Section 5.6(b), the maximum number of Shares hereby reserved
for issuance under the Plan (including Incentive Share Options) shall be equal to fifteen percent (15%) of the aggregate number
of Shares issued and outstanding immediately following the consummation of the Company’s initial registered public offering.


 


(b)          If
any Shares subject to an Award granted hereunder (other than a Substitute Award granted pursuant to Section 5.6(b)) are forfeited
or such Award otherwise terminates without payment or delivery of such Shares, the Shares subject to such Award, to the extent
of any such forfeiture or termination, shall again be available for grant under the Plan except where otherwise specified hereunder.
For avoidance of doubt, however, if any Shares subject to an Award granted hereunder are withheld or applied as payment in connection
with the exercise of an Award or the withholding or payment of taxes related thereto (“Returned Shares”), such Returned
Shares will be treated as having been delivered for purposes of determining the maximum number of Shares available for grant under
the Plan and shall not again be treated as available for grant under the Plan. Moreover, the number of Shares available for issuance
under the Plan may not be increased through the Company’s purchase of Shares on the open market with the proceeds obtained
from the exercise of any Options granted hereunder. Upon settlement of an SAR, the number of Shares underlying the portion of the
SAR that is exercised will be treated as having been delivered for purposes of determining the maximum number of Shares available
for grant under the Plan and shall not again be treated as available for issuance under the Plan.


 




    	 	 - 7 - 	 



     


    

 


(c)          Shares
issued pursuant to the Plan may be, in whole or in part, authorized and unissued Shares, or treasury Shares, including Shares repurchased
by the Company for purposes of the Plan. Additionally, at the discretion of the Committee, any Shares distributed pursuant to an
Award may be represented by American Depositary Shares.


 


4.2           Adjustments
in Authorized Shares and Awards; Corporate Transaction, Liquidation or Dissolution.


 


(a)          Adjustment
in Authorized Shares and Awards. In the event that the Committee determines that any dividend or other distribution (whether
in the form of cash, equity, or other property), recapitalization, forward or reverse share split, subdivision, consolidation or
reduction of capital, reorganization, merger, consolidation, scheme of arrangement, split-up, spin-off or combination involving
the Company or repurchase or exchange of Shares or other securities of the Company or other rights to purchase Shares or other
securities of the Company, or other similar corporate transaction or event affects the Shares such that any adjustment is determined
by the Committee to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to
be made available under the Plan, then the Committee shall, in such manner as it may deem equitable, adjust any or all of (i) the
number and type of Shares (or other securities or property) with respect to which Awards may be granted, (ii) the number and type
of Shares (or other securities or property) subject to outstanding Awards, (iii) the Exercise Price with respect to any Option
or SAR or, if deemed appropriate, make provision for a cash payment to the holder of an outstanding Award, and (iv) the number
and kind of Shares of outstanding Restricted Shares, or the Shares underlying any other form of Award. Notwithstanding the foregoing,
no such adjustment shall be authorized with respect to any Options or SARs to the extent that such adjustment would cause the Option
or SAR to violate Section 424(a) of the Code or otherwise subject any Grantee to taxation under Section 409A of the Code; and provided
further that the number of Shares subject to any Award denominated in Shares shall always be a whole number.


 


(b)          Merger,
Consolidation or Similar Corporate Transaction. In the event of a merger or consolidation of the Company with or into another
entity or a sale of substantially all of the Shares of the Company (a “Corporate Transaction”), unless an outstanding
Award is assumed by the Surviving Company or replaced with an equivalent Award granted by the Surviving Company in substitution
for such outstanding Award, the Committee shall cancel any outstanding Awards that are not vested and non-forfeitable as of the
consummation of such Corporate Transaction (unless the Committee accelerates the vesting of any such Awards) and with respect to
any vested and non-forfeitable Awards, the Committee may either (i) allow all Grantees to exercise such Awards of Options and SARs
within a reasonable period prior to the consummation of the Corporate Transaction and cancel any outstanding Options or SARs that
remain unexercised upon consummation of the Corporate Transaction, or (ii) cancel any or all of such outstanding Awards in exchange
for a payment (in cash, or in securities or other property) in an amount equal to the amount that the Grantee would have received
(net of the Exercise Price with respect to any Options or SARs) if such vested Awards were settled or distributed or such vested
Options and SARs were exercised immediately prior to the consummation of the Corporate Transaction. Notwithstanding the foregoing,
if an Option or SAR is not assumed by the Surviving Company or replaced with an equivalent Award issued by the Surviving Company
and the Exercise Price with respect to any outstanding Option or SAR exceeds the Fair Market Value of the Shares immediately prior
to the consummation of the Corporation Transaction, such Awards shall be cancelled without any payment to the Grantee.


 


(c)          Liquidation,
Winding-Up or Dissolution of the Company. In the event of the proposed liquidation, winding-up or dissolution of the Company,
each Award will terminate immediately prior to the consummation of such proposed action, unless otherwise provided by the Committee.
Additionally, the Committee may, in the exercise of its sole discretion, cause Awards to be vested and non-forfeitable and cause
any conditions on any such Award to lapse, as to all or any part of such Award, including Shares as to which the Award would not
otherwise be exercisable or non-forfeitable and allow all Grantees to exercise such Awards of Options and SARs within a reasonable
period prior to the consummation of such proposed action. Any Awards that remain unexercised upon consummation of such proposed
action shall be cancelled.


 




    	 	 - 8 - 	 



     


    

 


Article 5.


Eligibility
and General Conditions of Awards


 


5.1           Eligibility.
The Committee may in its discretion grant Awards to any Eligible Person, whether or not he or she has previously received an Award;
provided, however, that all Awards made to Non-Employee Directors shall be determined by the Board in its sole discretion.


 


5.2           Award
Agreement. To the extent not set forth in the Plan, the terms and conditions of each Award shall be set forth in an Award Agreement.


 


5.3           General
Terms and Termination of Affiliation. The Committee may impose on any Award or the exercise or settlement thereof, at the date
of grant or, subject to the provisions of Section 15.2, thereafter, such additional terms and conditions not inconsistent with
the provisions of the Plan as the Committee shall determine, including terms requiring forfeiture, acceleration or pro-rata acceleration
of Awards in the event of a Termination of Affiliation by the Grantee. Awards may be granted for no consideration other than prior
and future services. Except as set forth in an Award Agreement or as otherwise determined by the Committee, (a) all Options and
SARs that are not vested and exercisable at the time of a Grantee’s Termination of Affiliation, and any other Awards that
remain subject to a risk of forfeiture or which are not otherwise vested at the time of the Grantee’s Termination of Affiliation
shall be forfeited to the Company and (b) all outstanding Options and SARs not previously exercised shall expire three months after
the Grantee’s Termination of Affiliation. Notwithstanding the foregoing, the Committee may not take any actions hereunder,
and no Awards shall be granted, that would violate any Applicable Law.


 


5.4           Nontransferability
of Awards.


 


(a)          Each
Award and each right under any Award shall be exercisable only by the Grantee during the Grantee’s lifetime, or, if permissible
under Applicable Law, by the Grantee’s guardian or legal representative.


 


(b)          No
Award (prior to the time, if applicable, Shares are delivered in respect of such Award), and no right under any Award, may be assigned,
alienated, pledged, mortgaged, encumbered, attached, sold or otherwise transferred or encumbered by a Grantee otherwise than by
will or by the laws of descent and distribution (or in the case of Restricted Shares, to the Company), and any such purported assignment,
alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or any Subsidiary;
provided that the designation of a beneficiary to receive benefits in the event of the Grantee’s death shall not constitute
an assignment, alienation, pledge, attachment, sale, transfer or encumbrance.


 


(c)          Notwithstanding
subsections (a) and (b) above, to the extent provided in the Award Agreement or as otherwise approved by the Committee, Options
(other than Incentive Share Options) and Restricted Shares, may be transferred, without consideration, to a Permitted Transferee.
For this purpose, a “Permitted Transferee” in respect of any Grantee means any member of the Immediate Family of such
Grantee, any trust of which all of the primary beneficiaries are such Grantee or members of his or her Immediate Family, or any
partnership (including limited liability companies and similar entities) of which all of the partners or members are such Grantee
or members of his or her Immediate Family; and the “Immediate Family” of a Grantee means the Grantee’s spouse,
children, stepchildren, grandchildren, parents, stepparents, siblings, grandparents, nieces and nephews. Such Option may be exercised
by such transferee in accordance with the terms of the Award Agreement. If so determined by the Committee, a Grantee may, in the
manner established by the Committee, designate a beneficiary or beneficiaries to exercise the rights of the Grantee, and to receive
any distribution with respect to any Award upon the death of the Grantee. A transferee, beneficiary, guardian, legal representative
or other person claiming any rights under the Plan from or through any Grantee shall be subject to and consistent with the provisions
of the Plan and any applicable Award Agreement, except to the extent the Plan and Award Agreement otherwise provide with respect
to such persons, and to any additional restrictions or limitations deemed necessary or appropriate by the Committee.


 




    	 	 - 9 - 	 



     


    

 


5.5           Cancellation
and Rescission of Awards. Unless the Award Agreement specifies otherwise, the Committee may cancel, rescind, suspend, withhold,
or otherwise limit or restrict any unexercised Award at any time if the Grantee is not in compliance with all applicable provisions
of the Award Agreement and the Plan or if the Grantee has a Termination of Affiliation.


 


5.6           Stand-Alone,
Tandem and Substitute Awards.


 


(a)          Awards
granted under the Plan may, in the discretion of the Committee, be granted either alone or in addition to, in tandem with, or in
substitution for, any other Award granted under the Plan unless such tandem or substitution Award would subject the Grantee to
tax penalties imposed under Section 409A of the Code. If an Award is granted in substitution for another Award or any non-Plan
award or benefit, the Committee shall require the surrender of such other Award or non-Plan award or benefit in consideration
for the grant of the new Award. Awards granted in addition to or in tandem with other Awards or non-Plan awards or benefits may
be granted either at the same time as or at a different time from the grant of such other Awards or non-Plan awards or benefits;
provided, however, that if any SAR is granted in tandem with an Incentive Share Option, such SAR and Incentive Share Option must
have the same Grant Date, Term and the Exercise Price of the SAR may not be less than the Exercise Price of the Incentive Share
Option.


 


(b)          The
Committee may, in its discretion and on such terms and conditions as the Committee considers appropriate in the circumstances,
grant Awards under the Plan (“Substitute Awards”) in substitution for Shares and Share-based awards (“Acquired
Entity Awards”) held by current or former employees or non-employee directors of, or consultants to, another corporation
or entity who become Eligible Persons as the result of a merger or consolidation of the employing corporation or other entity (the
 “Acquired Entity”) with the Company or a Subsidiary or the acquisition by the Company or a Subsidiary of property or
shares of the Acquired Entity immediately prior to such merger, consolidation or acquisition in order to preserve for the Grantee
the economic value of all or a portion of such Acquired Entity Award at such price as the Committee determines necessary to achieve
preservation of economic value. The limitations in Section 4.1(a) on the number of Shares reserved or available for grants shall
not apply to Substitute Awards granted under this Section 5.6(b).


 


5.7           Compliance
with Rule 16b-3. The provisions of this Section 5.7 will not apply unless and until the Company has a class of Shares that
is registered under Section 12 of the Exchange Act and fails to qualify as a foreign private issuer as defined therein.


 


(a)          Six-Month
Holding Period Advice. Unless a Grantee could otherwise dispose of or exercise a derivative security or dispose of Shares issued
under the Plan without incurring liability under Section 16(b) of the Exchange Act, the Committee may advise or require a Grantee
to comply with the following in order to avoid incurring liability under Section 16(b) of the Exchange Act: (i) at least six months
must elapse from the date of acquisition of a derivative security under the Plan to the date of disposition of the derivative security
(other than upon exercise or conversion) or its underlying equity security, and (ii) Shares granted or awarded under the Plan other
than upon exercise or conversion of a derivative security must be held for at least six months from the date of grant of an Award.


 


(b)          Reformation
to Comply with Exchange Act Rules. To the extent the Committee determines that a grant or other transaction by a Section 16
Person should comply with applicable provisions of Rule 16b-3 (except for transactions exempted under alternative Exchange Act
rules), the Committee shall take such actions as necessary to make such grant or other transaction so comply, and if any provision
of this Plan or any Award Agreement relating to a given Award does not comply with the requirements of Rule 16b-3 as then applicable
to any such grant or transaction, such provision will be construed or deemed amended, if the Committee so determines, to the extent
necessary to conform to the then applicable requirements of Rule 16b-3.


 




    	 	 - 10 - 	 



     


    

 


(c)          Rule
16b-3 Administration. Any function relating to a Section 16 Person shall be performed solely by the Committee or the Board
if necessary to ensure compliance with applicable requirements of Rule 16b-3, to the extent the Committee determines that such
compliance is desired. Each member of the Committee or person acting on behalf of the Committee shall be entitled to, in good faith,
rely or act upon any report or other information furnished to him by any officer, manager or other employee of the Company or any
Subsidiary, the Company’s independent certified public accountants or any executive compensation consultant or attorney or
other professional retained by the Company to assist in the administration of the Plan.


 


5.8           Deferral
of Award Payouts. The Committee may permit a Grantee to defer, or if and to the extent specified in an Award Agreement require
the Grantee to defer, receipt of the payment of cash or the delivery of Shares that would otherwise be due by virtue of the lapse
or waiver of restrictions with respect to Restricted Share Units, the satisfaction of any requirements or goals with respect to
Performance Share Units or Performance Shares, the lapse or waiver of the deferral period for Deferred Shares, or the lapse or
waiver of restrictions with respect to Other Share-Based Awards or Cash Incentive Awards. If the Committee permits such deferrals,
the Committee shall establish rules and procedures for making such deferral elections and for the payment of such deferrals. Except
as otherwise provided in an Award Agreement, any payment or any Shares that are subject to such deferral shall be made or delivered
to the Grantee as specified in the Award Agreement or pursuant to the Grantee’s deferral election.


 


Article 6.


Share
Options


 


6.1           Grant
of Options. Subject to and consistent with the provisions of the Plan, Options may be granted to any Eligible Person in such
number, and upon such terms, and at any time and from time to time as shall be determined by the Committee.


 


6.2           Award
Agreement. Each Option grant shall be evidenced by an Award Agreement that shall specify the Exercise Price, the Term of the
Option, the number of Shares to which the Option pertains, the time or times at which such Option shall be exercisable and such
other provisions as the Committee shall determine.


 


6.3           Option
Exercise Price. The Exercise Price of an Option under this Plan shall be determined in the sole discretion of the Committee
but may not be less than 100% of the Fair Market Value of a Share on the Grant Date.


 


6.4           Grant
of Incentive Share Options. At the time of the grant of any Option, the Committee may in its discretion designate that such
Option shall be made subject to additional restrictions to permit it to qualify as an Incentive Share Option. Any Option designated
as an Incentive Share Option:


 


(a)          shall
be granted only to an employee of the Company or a Subsidiary;


 


(b)          shall
have an Exercise Price of not less than 100% of the Fair Market Value of a Share on the Grant Date, and, if granted to a person
who owns Shares (including Shares treated as owned under Section 424(d) of the Code) possessing more than 10% of the total combined
voting power of all classes of shares of the Company or any Subsidiary (a “More Than 10% Owner”), have an Exercise
Price not less than 110% of the Fair Market Value of a Share on its Grant Date;


 




    	 	 - 11 - 	 



     


    

 


(c)          shall
be for a period of not more than 10 years (five years if the Grantee is a More Than 10% Owner) from its Grant Date, and shall be
subject to earlier termination as provided herein or in the applicable Award Agreement;


 


(d)          shall
not have an aggregate Fair Market Value (as of the Grant Date) of the Shares with respect to which Incentive Share Options (whether
granted under the Plan or any other share option plan of the Grantee’s employer or any parent or Subsidiary (“Other
Plans”)) are exercisable for the first time by such Grantee during any calendar year (“Current Grant”), determined
in accordance with the provisions of Section 422 of the Code, which exceeds US$100,000 (the “$100,000 Limit”);


 


(e)          shall,
if the aggregate Fair Market Value of the Shares (determined on the Grant Date) with respect to the Current Grant and all Incentive
Share Options previously granted under the Plan and any Other Plans which are exercisable for the first time during a calendar
year (“Prior Grants”) would exceed the $100,000 Limit, be, as to the portion in excess of the $100,000 Limit, exercisable
as a separate option that is not an Incentive Share Option at such date or dates as are provided in the Current Grant;


 


(f)          shall
require the Grantee to notify the Committee of any disposition of any Shares issued pursuant to the exercise of the Incentive Share
Option under the circumstances described in Section 421(b) of the Code (relating to holding periods and certain disqualifying dispositions)
(“Disqualifying Disposition”) within 10 days of such a Disqualifying Disposition;


 


(g)          shall
by its terms not be assignable or transferable other than by will or the laws of descent and distribution and may be exercised,
during the Grantee’s lifetime, only by the Grantee; provided, however, that the Grantee may, to the extent provided in the
Plan in any manner specified by the Committee, designate in writing a beneficiary to exercise his or her Incentive Share Option
after the Grantee’s death; and


 


(h)          shall,
if such Option nevertheless fails to meet the foregoing requirements, or otherwise fails to meet the requirements of Section 422
of the Code for an Incentive Share Option, be treated for all purposes of this Plan, except as otherwise provided in subsections
(d) and (e) above, as an Option that is not an Incentive Share Option.


 


Notwithstanding
the foregoing and Section 3.2, the Committee may, without the consent of the Grantee, at any time before the exercise of an Option
(whether or not an Incentive Share Option), take any action necessary to prevent such Option from being treated as an Incentive
Share Option.


 


6.5           Payment
of Exercise Price. Except as otherwise provided in an Award Agreement, Options shall be exercised by the delivery of a written
notice of exercise to the Company, setting forth the number of Shares with respect to which the Option is to be exercised, accompanied
by full payment for the Shares made by any one or more of the following means:


 


(a)          cash,
personal check or wire transfer;


 


(b)          with
the approval of the Committee, delivery of Shares owned by the Grantee prior to exercise, valued at Fair Market Value on the date
of exercise;


 


(c)          with
the approval of the Committee, Shares acquired upon the exercise of such Option, such Shares valued at Fair Market Value on the
date of exercise;


 


(d)          with
the approval of the Committee, Restricted Shares held by the Grantee prior to the exercise of the Option, valued at Fair Market
Value on the date of exercise; or




    	 	 - 12 - 	 



     


    

 


(e)          subject
to Applicable Law (including the prohibited loan provisions of Section 402 of the Sarbanes Oxley Act of 2002 if applicable), through
the sale of the Shares acquired on exercise of the Option through a broker-dealer to whom the Grantee has submitted an irrevocable
notice of exercise and irrevocable instructions to deliver promptly to the Company the amount of sale proceeds sufficient to pay
for such Shares, together with, if requested by the Company, the amount of federal, state, local or foreign withholding taxes payable
by Grantee by reason of such exercise.


 


The
Committee may in its discretion specify that, if any Restricted Shares (“Tendered Restricted Shares”) are used to pay
the Exercise Price, (x) all the Shares acquired on exercise of the Option shall be subject to the same restrictions as the Tendered
Restricted Shares, determined as of the date of exercise of the Option, or (y) a number of Shares acquired on exercise of the Option
equal to the number of Tendered Restricted Shares shall be subject to the same restrictions as the Tendered Restricted Shares,
determined as of the date of exercise of the Option.


 


Article 7.


Share Appreciation
Rights


 


7.1           Issuance.
Subject to and consistent with the provisions of the Plan, the Committee, at any time and from time to time, may grant SARs to
any Eligible Person either alone or in addition to other Awards granted under the Plan. Such SARs may, but need not, be granted
in connection with a specific Option granted under Article 6. The Committee may impose such conditions or restrictions on the exercise
of any SAR as it shall deem appropriate.


 


7.2           Award
Agreements. Each SAR grant shall be evidenced by an Award Agreement in such form as the Committee may approve and shall contain
such terms and conditions not inconsistent with other provisions of the Plan as shall be determined from time to time by the Committee.


 


7.3           SAR
Exercise Price. The Exercise Price of a SAR shall be determined by the Committee in its sole discretion; provided that the
Exercise Price shall not be less than 100% of the Fair Market Value of a Share on the date of the grant of the SAR.


 


7.4           Exercise
and Payment. Upon the exercise of an SAR, a Grantee shall be entitled to receive payment from the Company in an amount determined
by multiplying:


 


(a)          The
excess of the Fair Market Value of a Share on the date of exercise over the Exercise Price; by


 


(b)          The
number of Shares with respect to which the SAR is exercised.


 


SARs
shall be deemed exercised on the date written notice of exercise in a form acceptable to the Committee is received by the Company.
The Company shall make payment in respect of any SAR within five (5) days of the date the SAR is exercised. Any payment by the
Company in respect of a SAR may be made in cash, Shares, other property, or any combination thereof, as the Committee, in its sole
discretion, shall determine or, to the extent permitted under the terms of the applicable Award Agreement, at the election of the
Grantee.


 


Article 8.


Restricted
Shares


 


8.1           Grant
of Restricted Shares. Subject to and consistent with the provisions of the Plan, the Committee, at any time and from time to
time, may grant Restricted Shares to any Eligible Person in such amounts as the Committee shall determine.


 




    	 	 - 13 - 	 



     


    

 


8.2           Award
Agreement. Each grant of Restricted Shares shall be evidenced by an Award Agreement that shall specify the Period(s) of Restriction,
the number of Restricted Shares granted, and such other provisions as the Committee shall determine. The Committee may impose such
conditions and/or restrictions on any Restricted Shares granted pursuant to the Plan as it may deem advisable, including restrictions
based upon the achievement of specific performance goals, time-based restrictions on vesting following the attainment of the performance
goals, and/or restrictions under applicable securities laws; provided that such conditions and/or restrictions may lapse, if so
determined by the Committee, in the event of the Grantee’s Termination of Affiliation due to death, Disability, or involuntary
termination by the Company or a Subsidiary without Cause.


 


8.3           Consideration
for Restricted Shares. The Committee shall determine the amount, if any, that a Grantee shall pay for Restricted Shares.


 


8.4           Effect
of Forfeiture. If Restricted Shares are forfeited, and if the Grantee was required to pay for such shares or acquired such
Restricted Shares upon the exercise of an Option, the Grantee shall be deemed to have resold such Restricted Shares to the Company
at a price equal to the lesser of (x) the amount paid by the Grantee for such Restricted Shares, or (y) the Fair Market Value of
a Share on the date of such forfeiture. The Company shall pay to the Grantee the deemed sale price as soon as is administratively
practical. Such Restricted Shares shall cease to be outstanding and shall no longer confer on the Grantee thereof any rights as
a shareholder of the Company, from and after the date of the event causing the forfeiture, whether or not the Grantee accepts the
Company’s tender of payment for such Restricted Shares.


 


8.5           Escrow;
Legends. The Committee may provide that the certificates (if any) for any Restricted Shares (x) shall be held (together with
a share transfer power executed in blank by the Grantee) in escrow by the Company until such Restricted Shares become non-forfeitable
or are forfeited and/or (y) shall bear an appropriate legend restricting the transfer of such Restricted Shares under the Plan.
If any Restricted Shares become non-forfeitable, the Company shall cause certificates (if any) for such shares to be delivered
without such legend.


 


Article 9.


Performance
Share Units and Performance Shares


 


9.1           Grant
of Performance Share Units and Performance Shares. Subject to and consistent with the provisions of the Plan, Performance Share
Units or Performance Shares may be granted to any Eligible Person in such amounts and upon such terms, and at any time and from
time to time, as shall be determined by the Committee. The Committee shall have the authority, at the time of grant of any Award
under this Plan, to designate such Award as an Award intended to qualify as “performance-based compensation” under
Section 162(m) of the Code. The Committee shall also have the authority to make an award of a cash bonus to any Grantee and designate
such Award as an Award intended to qualify as “performance-based compensation” under Section 162(m) of the Code.


 


9.2           Value/Performance
Goals. The Committee shall set performance goals in its discretion which, depending on the extent to which they are met, will
determine the number or value of Performance Units or Performance Shares that will be paid to the Grantee.


 


(a)          Performance
Unit. Each Performance Unit shall have an initial value that is
established by the Committee at the time of grant.


 


(b)          Performance
Share. Each Performance Share shall have an initial value equal to the Fair Market Value of a Share on the date of grant.


 




    	 	 - 14 - 	 



     


    

 


9.3           Earning
of Performance Share Units and Performance Shares.


 



(a)          After
the applicable Performance Period has ended, the holder of Performance Units or Performance Shares shall be entitled to payment
based on the level of achievement of performance goals set by the Committee. In determining the actual amount of an individual
Grantee’s performance compensation Award for a Performance Period, the Committee may reduce or eliminate the amount of the
performance compensation Award earned during the Performance Period through the use of negative discretion (consistent with Section
162(m) of the Code) if, in its sole judgment, such reduction or elimination is appropriate. The Committee shall not have the discretion,
except as is otherwise provided in this Plan, to (A) grant or provide payment in respect of performance compensation Awards for
a Performance Period if the performance goals for such Performance Period have not been attained; or (B) increase a performance
compensation Award above the applicable overall share issuance limitations set forth in this Plan.


 


(b)          The
performance criteria that will be used to establish the performance goal(s) required to be achieved for the vesting of Performance
Share Units or Performance Shares shall be based on the attainment of specific levels of performance of the Company and/or one
or more Affiliates, divisions or operational units, or any combination of the foregoing, as determined by the Committee, which
criteria will be based on one or more of the following business criteria or any combination thereof: (i) revenue; (ii) sales; (iii)
profit (net profit, gross profit, operating profit, economic profit, profit margins or other corporate profit measures); (iv) earnings
(EBIT, EBITDA, earnings per share, or other corporate earnings measures); (v) net income (before or after taxes, operating income
or other income measures); (vi) cash (cash flow, cash generation or other cash measures); (vii) stock price or performance; (viii)
total stockholder return (stock price appreciation plus reinvested dividends divided by beginning share price); (ix) economic value
added; (x) return measures (including, but not limited to, return on assets, capital, equity, investments or sales, and cash flow
return on assets, capital, equity, or sales); (xi) market share; (xii) improvements in capital structure; (xiii) expenses (expense
management, expense ratio, expense efficiency ratios or other expense measures); (xiv) business expansion or consolidation (acquisitions
and divestitures); (xv) internal rate of return or increase in net present value; (xvi) working capital targets relating to inventory
and/or accounts receivable; (xvii) inventory management; (xviii) service or product delivery or quality; (xix) employee retention;
(xx) safety standards; (xxi) productivity measures; (xxii) cost reduction measures; and/or (xxiii) strategic plan development and
implementation.


 


(c)          At
the discretion of the Committee, the settlement of Performance Share Units or Performance Shares may be in cash, Shares of equivalent
value, or in some combination thereof, as set forth in the Award Agreement.


 


(d)          If
a Grantee is promoted, demoted or transferred to a different business unit of the Company during a Performance Period, then, to
the extent the Committee determines that the Award, the performance goals, or the Performance Period are no longer appropriate,
the Committee may adjust, change, eliminate or cancel the Award, the performance goals, or the applicable Performance Period, as
it deems appropriate in order to make them appropriate and comparable to the initial Award, the performance goals, or the Performance
Period.


 


(e)          At
the discretion of the Committee, a Grantee may be entitled to receive any dividends or Dividend Equivalents declared with respect
to Shares issuable in connection with vested Performance Shares which have been earned, but not yet issued to the Grantee.


 


Article 10.


Deferred Shares
and Restricted Share Units


 


10.1         Grant
of Deferred Shares and Restricted Share Units. Subject to and consistent with the provisions of the Plan, the Committee, at
any time and from time to time, may grant Deferred Shares and/or Restricted Share Units to any Eligible Person, in such amount
and upon such terms as the Committee shall determine.


 




    	 	 - 15 - 	 



     


    

 


10.2         Vesting
and Delivery.


 



(a)          Deferred
Shares. Delivery of Shares subject to a Deferred Shares grant will occur upon expiration of the deferral period or upon the
occurrence of one or more of the distribution events described in Section 409A(a)(2) of the Code as specified by the Committee
in the Grantee’s Award Agreement for the Award of Deferred Shares. An Award of Deferred Shares may be subject to such substantial
risk of forfeiture conditions as the Committee may impose, which conditions may lapse at such times or upon the achievement of
such objectives as the Committee shall determine at the time of grant or thereafter. Unless otherwise determined by the Committee,
to the extent that the Grantee has a Termination of Affiliation while the Deferred Shares remains subject to a substantial risk
of forfeiture, such Deferred Shares shall be forfeited, unless the Committee determines that such substantial risk of forfeiture
shall lapse in the event of the Grantee’s Termination of Affiliation due to death, Disability, or involuntary termination
by the Company or a Subsidiary without “cause.”


 


(b)          Restricted
Share Units. Delivery of Shares subject to a grant of Restricted Share Units will occur upon the expiration of the period during
which the Restricted Share Units are subject to a substantial risk of forfeiture. Unless otherwise determined by the Committee,
to the extent that the Grantee has a Termination of Affiliation while the Restricted Share Units remains subject to a substantial
risk of forfeiture, such Restricted Share Units shall be forfeited, unless the Committee determines that such substantial risk
of forfeiture shall lapse in the event of the Grantee’s Termination of Affiliation due to death, Disability, or involuntary
termination by the Company or a Subsidiary without “cause.”


 


10.3         Voting
and Dividend Equivalent Rights Attributable to Deferred Shares and Restricted Share Units. A Grantee awarded Deferred Shares
or Restricted Share Units will have no voting rights with respect to such Deferred Shares or Restricted Share Units prior to the
delivery of Shares in settlement of such Deferred Shares and/or Restricted Share Units. Unless otherwise determined by the Committee,
a Grantee will have the rights to receive Dividend Equivalents in respect of Deferred Shares and/or Restricted Share Units, which
Dividend Equivalents shall be deemed reinvested in additional Shares of Deferred Shares or Restricted Share Units, as applicable,
which shall remain subject to the same forfeiture conditions applicable to the Deferred Shares or Restricted Share Units to which
such Dividend Equivalents relate.


 


Article 11.


Dividend
Equivalents


 


The
Committee is authorized to grant Awards of Dividend Equivalents alone or in conjunction with other Awards. The Committee may provide
that Dividend Equivalents shall be paid or distributed when accrued or shall be deemed to have been reinvested in additional Shares
or additional Awards or otherwise reinvested subject to distribution at the same time and subject to the same conditions as the
Award to which it relates; provided, however, that any Dividend Equivalents granted in conjunction with any Award that is subject
to forfeiture conditions shall remain subject to the same forfeiture conditions applicable to the Award to which such Dividend
Equivalents relate and any payments in respect of any Dividend Equivalents granted in conjunction with any Options or SARs may
not be conditioned, directly or indirectly, on the Grantee’s exercise of the Options or SARs or paid at the same time that
the Options or SARs are exercised.


 


Article 12.


Bonus
Shares


 


Subject
to the terms of the Plan, the Committee may grant Bonus Shares to any Eligible Person, in such amount and upon such terms and at
any time and from time to time as shall be determined by the Committee.


 


Article 13.


Other
Share-Based Awards


 


The
Committee is authorized, subject to limitations under Applicable Law, to grant such other Awards that are denominated or payable
in, valued in whole or in part by reference to, or otherwise based on, or related to, Shares, as deemed by the Committee to be
consistent with the purposes of the Plan, including Shares awarded which are not subject to any restrictions or conditions, convertible
or exchangeable debt securities or other rights convertible or exchangeable into Shares, and Awards valued by reference to the
value of securities of or the performance of specified Subsidiaries. Subject to and consistent with the provisions of the Plan,
the Committee shall determine the terms and conditions of such Awards. Except as provided by the Committee, Shares issued pursuant
to a purchase right granted under this Article 13 shall be purchased for such consideration, paid for by such methods and in such
forms, including cash, Shares, outstanding Awards or other property, as the Committee shall determine.


 




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Article 14.


Non-Employee
Director Awards


 


Subject
to the terms of the Plan, the Board may grant Awards to any Non-Employee Director, in such amount and upon such terms and at any
time and from time to time as shall be determined by the full Board in its sole discretion. Except as otherwise provided in Section
5.6(b), a Non-Employee Director may not be granted Awards with respect to Shares that have a Fair Market Value (determined as of
the date of grant) in excess of US$500,000 in a single calendar year.


 


Article 15.


Amendment,
Modification, and Termination


 


15.1         Amendment,
Modification, and Termination. Subject to Section 15.2, the Board may, at any time and from time to time, alter, amend, suspend,
discontinue or terminate the Plan in whole or in part without the approval of the Company’s shareholders, except that (a)
any amendment or alteration shall be subject to the approval of the Company’s shareholders if such shareholder approval is
required by any federal or state law or regulation or the rules of any stock exchange or automated quotation system on which the
Shares may then be listed or quoted, and (b) the Board may otherwise, in its discretion, determine to submit other such amendments
or alterations to shareholders for approval.


 


15.2         Awards
Previously Granted. Except as otherwise specifically permitted in the Plan or an Award Agreement, no termination, amendment,
or modification of the Plan shall adversely affect in any material way any Award previously granted under the Plan, without the
written consent of the Grantee of such Award.


 


Article 16.


Compliance
with Code Section 409A


 


The
Plan and all Awards granted hereunder are intended to comply with, or otherwise be exempt from, the requirements of Section 409A
of the Code. The Plan and all Awards granted under this Plan shall be administered, interpreted, and construed in a manner consistent
with Section 409A of the Code to the extent necessary to avoid the imposition of additional taxes under Section 409A(a)(1)(B) of
the Code. To the extent that the Committee determines that any Award is 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 Award Agreements shall be interpreted in accordance with Section 409A of the Code and U.S. Department of Treasury
regulations and other interpretive guidance issued thereunder. Notwithstanding any provision of the Plan or any Award Agreement
to the contrary, if the Committee determines that any Award may be subject to Section 409A of the Code, the Committee may adopt
such amendments to the Plan and each applicable Award Agreement as the Committee determines necessary or appropriate to (a) exempt
the Award from Section 409A of the Code, or (b) comply with the requirements of Section 409A of the Code and related U.S. Department
of Treasury guidance.


 




    	 	 - 17 - 	 



     


    

 


Article
17.


Withholding


 


17.1         Required
Withholding.


 


(a)          The
Committee in its sole discretion may provide that when taxes under any Applicable Law are to be withheld in connection with the
exercise of an Option or SAR, or upon the lapse of restrictions on Restricted Shares, or upon the transfer of Shares, or upon payment
of any other benefit or right under this Plan (the date on which such exercise occurs or such restrictions lapse or such payment
of any other benefit or right occurs hereinafter referred to as the “Tax Date”), the Grantee may elect to make payment
for the withholding of taxes under Applicable Law, including without limitation United States federal, state and local taxes, including
Social Security and Medicare (“FICA”) taxes, by one or a combination of the following methods:


 


(i)          payment
of an amount in cash equal to the amount to be withheld (including cash obtained through the sale of the Shares acquired on exercise
of an Option or SAR, upon the lapse of restrictions on Restricted Shares, or upon the transfer of Shares, through a broker-dealer
to whom the Grantee has submitted an irrevocable instructions to deliver promptly to the Company, the amount to be withheld);


 


(ii)         delivering
part or all of the amount to be withheld in the form of Shares valued at its Fair Market Value on the Tax Date;


 


(iii)        requesting
the Company to withhold from those Shares that would otherwise be received upon exercise of the Option or SAR, upon the lapse of
restrictions on Restricted Shares, or upon the transfer of Shares, a number of Shares having a Fair Market Value on the Tax Date
equal to the amount to be withheld; or


 


(iv)        withholding
from any compensation otherwise due to the Grantee.


 


The
Committee shall provide that the amount of tax withholding upon exercise of an Option or SARs, upon the lapse of restrictions on
Restricted Shares, or upon the transfer of Shares, to be satisfied by withholding Shares upon exercise of such Option or SAR, upon
the lapse of restrictions on Restricted Shares, or upon the transfer of Shares, pursuant to clause (iii) above shall not exceed
the maximum amount of taxes, including FICA taxes, required to be withheld under federal, state and local law. An election by Grantee
under this subsection is irrevocable. Any fractional share amount and any additional withholding not paid by the withholding or
surrender of Shares must be paid in cash. If no timely election is made, the Grantee must deliver cash to satisfy all tax withholding
requirements.


 


(b)          Any
Grantee who makes a Disqualifying Disposition (as defined in Section 6.4(f)) or an election under Section 83(b) of the Code shall
remit to the Company an amount sufficient to satisfy all resulting tax withholding requirements in the same manner as set forth
in subsection (a).


 


17.2         Notification
under Code Section 83(b). If the Grantee, in connection with the exercise of any Option, or the grant of Restricted Shares,
makes the election permitted under Section 83(b) of the Code to include in such Grantee’s gross income in the year of transfer
the amounts specified in Section 83(b) of the Code, then such Grantee shall notify the Company of such election within 10 days
of filing the notice of the election with the Internal Revenue Service, in addition to any filing and notification required pursuant
to regulations issued under Section 83(b) of the Code. The Committee may, in connection with the grant of an Award or at any time
thereafter, prohibit a Grantee from making the election described above.


 


Article 18.


Additional
Provisions


 


18.1         Successors.
Subject to Section 4.2(b), all obligations of the Company under the Plan with respect to Awards granted hereunder shall be binding
on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger,
consolidation, or otherwise of all or substantially all of the business and/or assets of the Company.


 


18.2         Severability.
If any part of the Plan is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity
shall not invalidate any other part of the Plan. Any Section or part of a Section so declared to be unlawful or invalid shall,
if possible, be construed in a manner which will give effect to the terms of such Section or part of a Section to the fullest
extent possible while remaining lawful and valid.


 




    	 	 - 18 - 	 



     


    

 


18.3         Requirements
of Law. The granting of Awards and the delivery of Shares under the Plan shall be subject to all Applicable Law, rules, and
regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required. Notwithstanding
any provision of the Plan or any Award, Grantees shall not be entitled to exercise, or receive benefits under, any Award, and the
Company (and any Subsidiary) shall not be obligated to deliver any Shares or deliver benefits to a Grantee, if such exercise or
delivery would constitute a violation by the Grantee or the Company of any Applicable Law or regulation.


 


18.4         Securities
Law Compliance.


 


(a)          If
the Committee deems it necessary to comply with any applicable securities law, or the requirements of any stock exchange upon which
Shares may be listed, the Committee may impose any restriction on Awards or Shares acquired pursuant to Awards under the Plan as
it may deem advisable. In addition, if requested by the Company and any underwriter engaged by the Company, Shares acquired pursuant
to Awards may not be sold or otherwise transferred or disposed of for such period following the effective date of any registration
statement of the Company filed under the Securities Act as the Company or such underwriter shall specify reasonably and in good
faith, not to exceed 180 days in the case of the Company’s initial public offering or 90 days in the case of any other public
offering. All certificates (if any) for Shares issued under the Plan pursuant to any Award or the exercise thereof shall be subject
to such stop transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other
requirements of the SEC, any stock exchange upon which Shares are then listed, any applicable securities law, and the Committee
may cause a legend or legends to be put on any such certificates (if any) to make appropriate reference to such restrictions. If
so requested by the Company, the Grantee shall make a written representation to the Company that he or she will not sell or offer
to sell any Shares unless a registration statement shall be in effect with respect to such Shares under the Securities Act of 1933,
as amended, and any applicable state securities law or unless he or she shall have furnished to the Company, in form and substance
satisfactory to the Company, that such registration is not required.


 


(b)          If
the Committee determines that the exercise or non-forfeitability of, or delivery of benefits pursuant to, any Award would violate
any applicable provision of securities laws or the listing requirements of any national securities exchange or national market
system on which are listed any of the Company’s equity securities, then the Committee may postpone any such exercise, non-forfeitability or delivery, as applicable, but the Company shall use all reasonable efforts to cause such exercise, non-forfeitability
or delivery to comply with all such provisions at the earliest practicable date.


 


18.5         Forfeiture
Events. Notwithstanding any provisions herein to the contrary, the Committee shall have the authority to determine (and may
so provide in any Award Agreement) that a Grantee’s (including his or her estate’s, beneficiary’s or transferee’s)
rights (including the right to exercise any Option or SAR), payments and benefits with respect to any Award shall be subject to
reduction, cancellation, forfeiture or recoupment (to the extent permitted by Applicable Law) in the event of the Participant’s
termination for Cause; serious misconduct; violation of the Company’s or a Subsidiary’s policies; breach of fiduciary
duty; unauthorized disclosure of any trade secret or confidential information of the Company or a Subsidiary; breach of applicable
noncompetition, nonsolicitation, confidentiality or other restrictive covenants; or other conduct or activity that is in competition
with the business of the Company or a Subsidiary, or otherwise detrimental to the business, reputation or interests of the Company
and/or a Subsidiary; or upon the occurrence of certain events specified in the applicable Award Agreement (in any such case, whether
or not the Grantee is then an Employee or Non-Employee Director). The determination of whether a Grantee's conduct, activities
or circumstances are described in the immediately preceding sentence shall be made by the Committee in its discretion, and pending
any such determination, the Committee shall have the authority to suspend the exercise, payment, delivery or settlement of all
or any portion of such Grantee’s outstanding Awards pending any investigation of the matter.


 




    	 	 - 19 - 	 



     


    

 


18.6         No
Rights as a Shareholder. No Grantee shall have any rights as a shareholder of the Company with respect to the Shares (other
than Restricted Shares) which may be deliverable upon exercise or payment of such Award until such Shares have been delivered to
him or her. Restricted Shares, whether held by a Grantee or in escrow by the Company, shall confer on the Grantee all rights of
a shareholder of the Company, except as otherwise provided in the Plan or Award Agreement. At the time of a grant of Restricted
Shares, the Committee may require the payment of cash dividends thereon to be deferred and, if the Committee so determines, reinvested
in additional Restricted Shares. Share dividends and deferred cash dividends issued with respect to Restricted Shares shall be
subject to the same restrictions and other terms as apply to the Restricted Shares with respect to which such dividends are issued.
The Committee may in its discretion provide for payment of interest on deferred cash dividends.


 


18.7         Nature
of Payments. Unless otherwise specified in the Award Agreement, Awards shall be special incentive payments to the Grantee and
shall not be taken into account in computing the amount of salary or compensation of the Grantee for purposes of determining any
pension, retirement, death or other benefit under (a) any pension, retirement, profit sharing, bonus, insurance or other employee
benefit plan of the Company or any Subsidiary, except as such plan shall otherwise expressly provide, or (b) any agreement between
(i) the Company or any Subsidiary and (ii) the Grantee, except as such agreement shall otherwise expressly provide.


 


18.8         Non-Exclusivity
of Plan. Neither the adoption of the Plan by the Board nor its submission to the shareholders of the Company for approval shall
be construed as creating any limitations on the power of the Board to adopt such other compensatory arrangements for employees
or Non-Employee Directors as it may deem desirable.


 


18.9         Governing
Law. The Plan is governed by and construed in accordance with, the laws of the Cayman Islands. The courts of the Cayman Islands
and the courts of appeal from them shall have non-exclusive jurisdiction to determine any disputes which may arise out of or in
connection with this Plan, accordingly, any legal action or proceedings arising out of or in connection with this Plan may be brought
in those courts, but without prejudice to the right of the Company or any Grantee to bring proceedings in any other appropriate
jurisdiction.


 


18.10       Unfunded
Status of Awards; Creation of Trusts. The Plan is intended to constitute an “unfunded” plan for incentive and deferred
compensation. With respect to any payments not yet made to a Grantee pursuant to an Award, nothing contained in the Plan or any
Award Agreement shall give any such Grantee any rights that are greater than those of a general creditor of the Company; provided,
however, that the Committee may authorize the creation of trusts or make other arrangements to meet the Company’s obligations
under the Plan to deliver cash, Shares or other property pursuant to any Award which trusts or other arrangements shall be consistent
with the “unfunded” status of the Plan unless the Committee otherwise determines.


 


18.11       Affiliation.
Nothing in the Plan or an Award Agreement shall interfere with or limit in any way the right of the Company or any Subsidiary to
terminate any Grantee’s employment or consulting contract at any time, nor confer upon any Grantee the right to continue
in the employ of or as an officer of or as a consultant to or Non-Employee Director of the Company or any Subsidiary.


 


18.12       Participation.
No employee or officer shall have the right to be selected to receive an Award under this Plan or, having been so selected, to
be selected to receive a future Award.


 


18.13       Construction.
The following rules of construction will apply to the Plan: (a) the word “or” is disjunctive but not necessarily exclusive,
(b) “including” (and with correlative meaning “include”) means including without limiting the generality
of any description preceding or succeeding such term and shall be deemed in each case to be followed by the words “without
limitation”, and (c) words in the singular include the plural, words in the plural include the singular, and words in the
neuter gender include the masculine and feminine genders and words in the masculine or feminine gender include the other neuter
genders.


 




    	 	 - 20 - 	 



     


    

 


18.14       Headings.
The headings of articles and sections are included solely for convenience of reference, and if there is any conflict between such
headings and the text of this Plan, the text shall control.


 


18.15       Obligations.
Unless otherwise specified in the Award Agreement, the obligation to deliver, pay or transfer any amount of money or other property
pursuant to Awards under this Plan shall be the sole obligation of a Grantee’s employer; provided that the obligation to
deliver or transfer any Shares pursuant to Awards under this Plan shall be the sole obligation of the Company.


 


18.16       No
Right to Continue as Director. Nothing in the Plan or any Award Agreement shall confer upon any Non-Employee Director the right
to continue to serve as a director of the Company.


 


18.17      Shareholder
Approval. All Incentive Share Options granted on or after the Effective Date and prior to the date the Company’s shareholders
approve the Plan are expressly conditioned upon and subject to approval of the Plan by the Company’s shareholders.


 


18.18       Forfeiture
of Shares. Any forfeiture of Shares described in this Plan will take effect as a surrender for no consideration of such Shares
as a matter of Cayman Islands law.


 


18.19       Share
Issuances. The allotment and issuance of Shares pursuant to the terms of this Plan following the exercise of an Option shall
be subject to the Amended and Restated Memorandum and Articles of Association of the Company. Shares shall not in fact be allotted
and issued (or repurchased or forfeited) until the time at which the Grantee's name (and number of Shares to be allotted and issued)
is entered on the Company's Register of Members (or the existing entry is updated to reflect the repurchase or forfeiture) (the
register being prima facie evidence of legal title to Shares).


 


18.20       No
Dividends on Unvested Awards. Notwithstanding anything in this Plan to the contrary, in no event shall the Board or the Committee
approve the payment of any dividend by the Company on unvested Awards.


 


# # #




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