exv10w01






Exhibit 10.01




AMENDED AND RESTATED SHANDA GAMES LIMITED

2008 EQUITY COMPENSATION PLAN





			
	1.	 	PURPOSE OF PLAN






	 	 	The purpose of this Plan is to promote the success of the Corporation and to increase
shareholder value by providing an additional means through the grant of Awards to attract,
motivate, retain and reward selected employees and other eligible persons of the Company.






			
	2.	 	ELIGIBILITY






	 	 	The Administrator may grant Awards under this Plan only to those persons that the
Administrator determines to be Eligible Persons; provided, however, that
ISOs may only be granted to an Eligible Person who is an employee of the Company.
Notwithstanding the foregoing, a person who is otherwise an Eligible Person may participate
in this Plan only if such participation would not compromise the Corporation’s ability to
comply with Applicable Laws (including securities laws). A Participant may, if otherwise
eligible, be granted additional Awards if the Administrator shall so determine.






			
	3.	 	PLAN ADMINISTRATION






	 	3.1	 	The Administrator. This Plan shall be administered by, and all Awards under
this Plan shall be authorized by, the Administrator. Any Committee of the Board that
serves as the Administrator shall be comprised solely of one or more directors or such
number of directors as may be required under Applicable Laws and may delegate some or
all of its authority to another Committee so constituted. Unless otherwise provided
in the Memorandum and Articles of Association of the Corporation or the applicable
charter of any Administrator: (a) a majority of the members of the acting
Administrator shall constitute a quorum, and (b) the vote of a majority of the members
present assuming the presence of a quorum or the unanimous written consent of the
members of the Administrator shall constitute action by the acting Administrator.
	 
	 	3.2	 	Powers of the Administrator. Subject to the express provisions of this Plan,
the Administrator is authorized and empowered to do all things necessary or advisable
in connection with the authorization of Awards and the administration of this Plan (in
the case of a Committee, within the authority delegated to that Committee or
person(s)), including, the authority to:






	 	(a)	 	determine eligibility and, from among those persons
determined to be eligible, the particular Eligible Persons who will receive
an Award under this Plan;
	 
	 	(b)	 	grant Awards to Eligible Persons, determine the price at
which securities will be offered or awarded and the number of securities to
be offered or




 









 






	 	 	 	awarded to any of such persons, determine the other specific
terms and conditions of such Awards consistent with the express limits of
this Plan, establish the installments (if any) in which such Awards shall
become exercisable or shall vest (which may include, performance and/or
time-based schedules), or determine that no delayed exercisability or vesting
is required, establish any applicable performance targets, and establish the
events of termination or reversion of such Awards;
	 
	 	(c)	 	approve the forms of Award Documents (which need not be
identical either as to type of Award or among Participants);
	 
	 	(d)	 	construe and interpret this Plan and any agreements
defining the rights and obligations of the Company and Participants under
this Plan, further define the terms used in this Plan, and prescribe, amend
and rescind rules and regulations relating to the administration of this Plan
or the Awards granted under this Plan;
	 
	 	(e)	 	cancel, modify, or waive the Corporation’s rights with
respect to, or modify, discontinue, suspend, or terminate any or all
outstanding Awards subject to any required consent under Section 8.6.5;
	 
	 	(f)	 	accelerate or extend the vesting or exercisability or
extend the term of any or all such outstanding Awards (in the case of Options
or Share Appreciation Rights, within the maximum ten-year term of such
Awards) in such circumstances as the Administrator may deem appropriate
(including, in connection with a termination of employment or services or
other events of a personal nature) subject to any required consent under
Section 8.6.5 and provided that no such acceleration or extension
would result in the imposition on any Participant of any taxes, penalties
and/or interest under Section 409A;
	 
	 	(g)	 	adjust the number of Shares subject to any Award, adjust
the price of any or all outstanding Awards or otherwise change previously
imposed terms and conditions, in such circumstances as the Administrator may
deem appropriate subject to any required consent under Section 8.6.5 and
provided that no such adjustment or change would result in the
imposition on any Participant of any taxes, penalties and/or interest under
Section 409A;
	 
	 	(h)	 	determine the date of grant of an Award, which may be a
designated date after but not before the date of the Administrator’s action
(unless otherwise designated by the Administrator, the date of grant of an Award shall be the date upon which
the Administrator took the action granting an Award);
	 
	 	(i)	 	determine whether, and the extent to which, adjustments are
required pursuant to Section 7 and authorize the termination, conversion,




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	 	 	 	substitution or succession of Awards upon the occurrence of an event of the
type described in Section 7;
	 
	 	(j)	 	acquire or settle (subject to Sections 7 and 8.6) rights
under Awards in cash, Shares of equivalent value, or other consideration or
in any combination thereof;
	 
	 	(k)	 	determine the Fair Market Value of the Corporation
Securities or Awards under this Plan from time to time and/or the manner in
which such value will be determined;
	 
	 	(l)	 	implement a program where (A) outstanding Awards are
surrendered or cancelled in exchange for Awards of the same type (which may
have lower exercise or purchase prices and different terms), Awards of a
different type, or cash, or (B) the exercise or purchase price of an
outstanding Award is reduced, based in each case on terms and conditions
determined by the Administrator in its sole discretion;
	 
	 	(m)	 	allow any Participant other than a U.S. Participant to
defer the receipt of the payment of cash or the delivery of Shares that would
otherwise be due under an Award;
	 
	 	(n)	 	impose such restrictions, conditions or limitations as it
determines appropriate as to the timing and manner of any resales by or other
subsequent transfers of any Shares issued as a result of or under an Award,
including, (A) restrictions under an insider trading policy, and (B)
restrictions as to the use of a specified brokerage firm for such resales or
other transfers;
	 
	 	(o)	 	implement any procedures, steps or additional or different
requirements as may be necessary to comply with any laws of the PRC that may
be applicable to this Plan, any Award or any related documents, including,
but not limited to, foreign exchange laws, tax laws and securities laws of
the PRC; and
	 
	 	(p)	 	make all other determinations deemed necessary or advisable
for administering the Plan.






	 	3.3	 	Binding Determinations. Any action taken by, or inaction of, the
Corporation, any Subsidiary, or the Administrator relating or pursuant to this Plan
and within its authority hereunder or under Applicable Laws shall be within the
absolute discretion of that entity or body and shall be final, binding and conclusive upon all persons. Neither the
Board nor any Committee, nor any member thereof or person acting at the direction
thereof, shall be liable for any act, omission, interpretation, construction or
determination made in good faith in connection with this Plan (or any Award made
under this Plan), and all such persons shall be entitled to indemnification and
reimbursement by the Company in respect of any claim, loss, damage or expense
(including, attorneys’ fees) arising or resulting




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	 	 	 	therefrom to the fullest extent
permitted by law and/or under any directors’ and officers’ liability insurance
coverage that may be in effect from time to time.
	 
	 	3.4	 	Reliance on Experts. In making any determination or in taking or not taking
any action under this Plan, the Board or a Committee, as the case may be, may obtain
and may rely upon the advice of experts, including employees and professional advisors
to the Corporation. No director, officer or agent of the Company shall be liable for
any such action or determination taken or made or omitted in good faith.
	 
	 	3.5	 	Delegation. The Administrator may delegate ministerial, non-discretionary
functions to individuals who are officers or employees of the Company or to third
parties.






			
	4.	 	SHARES SUBJECT TO THE PLAN; SHARE LIMITS






	 	4.1	 	Shares Available. Subject to the provisions of Section 7.1, the capital
stock that may be delivered under this Plan shall be the Corporation’s authorized but
unissued Shares.
	 
	 	4.2	 	Share Limit. Subject to Sections 4.3, Section 7.1 and Section 8.10, the
maximum number of Shares that may be delivered pursuant to Awards under this Plan is
equal to 44,000,000.
	 
	 	4.3	 	Awards Settled in Cash, Reissue of Awards and Shares. To the extent that an
Award is settled in cash or in a form other than Shares, the Shares that would have
been delivered had there been no such cash or other settlement shall not be counted
against the Shares available for issuance under this Plan. In the event that Shares
are delivered in respect of a Dividend Equivalent, Share Appreciation Right,
Restricted Share Unit or other Award, only the actual number of Shares delivered with
respect to the Award shall be counted against the share limit of this Plan. Shares
that are subject to or underlie Awards which expire or for any reason are cancelled or
terminated, are forfeited, fail to vest, or for any other reason are not paid or
delivered under this Plan shall again be available for subsequent Awards under this
Plan. Shares that are exchanged by a Participant or withheld by the Corporation as
full or partial payment in connection with any Award under this Plan, as well as any
Shares exchanged by a Participant or withheld by the Company to satisfy the tax
withholding obligations related to any Award under this Plan, shall be available for
subsequent Awards under this Plan. Refer to Section 8.10 for application of the foregoing share limits with respect to assumed
awards.
	 
	 	4.4	 	Reservation of Shares; No Fractional Shares; Minimum Issue. The Corporation
shall at all times reserve a number of Shares sufficient to cover the Corporation’s
obligations and contingent obligations to deliver Shares with respect to Awards then
outstanding under this Plan (exclusive of any Dividend Equivalent obligations to the
extent the Corporation has the right to settle such rights in cash). No fractional shares shall be delivered under this Plan. The




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	 	 	 	Administrator may pay cash in lieu of
any fractional shares in settlement of Awards under this Plan.






			
	5.	 	AWARDS






	 	5.1	 	Type and Form of Awards. The Administrator shall determine the type or types
of Award(s) to be made to each selected Eligible Person. Awards may be granted
singly, in combination or in tandem. Awards also may be made in combination or in
tandem with, in replacement of, as alternatives to, or as the payment form for grants
or rights under any other employee or compensation plan of the Company. The following
terms and conditions apply to certain of the Awards that may be granted under the
Plan:






	 	5.1.1	 	Options. An Option is the grant of a right to purchase a
specified number of Shares during a specified period as determined by the
Administrator. The Award Document for an Option will indicate whether the
Option is intended to be an ISO; otherwise it will be deemed to be an NSO.
The maximum term of each Option (ISO or NSO) shall be ten (10) years. The
per share exercise price for each Option intended to be an ISO shall be not
less than 100% of the Fair Market Value of a Corporation Security on the date
of grant of the Option. Notwithstanding the foregoing, no ISO may be granted
to any Participant who at the time of such grant owns more than ten (10) % of
the total combined voting power of all classes of securities of the
Corporation, unless (i) the per share exercise price for such ISO is at least
110% of the Fair Market Value of a Corporation Security on the date the ISO
is granted and (ii) the date on which such ISO terminates is not later than
the day preceding the fifth anniversary of the date on which the ISO is
granted. The per share exercise price for an NSO shall be determined by the
Administrator in its discretion; provided, however, that the
per share exercise price of any NSO granted to a U.S. Participant shall be
not less than 100% of the Fair Market Value of a Corporation Security on the
date of grant of the Option. When the Option is exercised, the exercise price
for the shares to be purchased shall be paid in full in cash or such other method permitted by the Administrator consistent with Section 5.6.
	 
	 	5.1.2	 	Additional Rules Applicable to ISOs. To the extent that
the aggregate Fair Market Value (determined at the time of grant of the
applicable Option) of Corporation Securities with respect to which ISOs first
become exercisable by a Participant in any calendar year exceeds $100,000,
taking into account both Corporation Securities subject to ISOs under this
Plan and Corporation Securities subject to ISOs under all other plans of the
Company (or any parent or predecessor corporation to the extent required by
and within the meaning of Section 422 of the Code and the regulations
promulgated thereunder), such Options shall be treated as NSOs. In reducing
the number of Options treated as ISOs to meet the $100,000 limit, the most
recently granted Options shall be reduced first. To the




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	 	 	 	extent a reduction
of simultaneously granted Options is necessary to meet the $100,000 limit,
the Administrator may, in the manner and to the extent permitted by law,
designate which Shares are to be treated as shares acquired pursuant to the
exercise of an ISO. ISOs may only be granted to employees of the Corporation
or one of its subsidiaries (for this purpose, the term “subsidiary” is used
as defined in Section 424(f) of the Code). There shall be imposed in any
Award Document relating to ISOs such other terms and conditions as from time
to time are required in order that the Option be an “incentive stock option”
as that term is defined in Section 422 of the Code.
	 
	 	5.1.3	 	Share Appreciation Rights. A Share Appreciation Right is
a right to receive a payment, in cash and/or Shares, equal to the excess of
the Fair Market Value of a specified number of Corporation Securities on the
date the Share Appreciation Right is exercised over the Base Price as set
forth in the applicable Award Document. The maximum term of a Share
Appreciation Right shall be ten (10) years. The Administrator may grant
limited Share Appreciation Rights which are exercisable only upon a Change in
Control Event or other specified event and may be payable based on the spread
between the Base Price of the Share Appreciation Right and the Fair Market
Value of the Corporation Securities during a specified period or at a
specified time within a specified period before, after or including the date
of such event; provided that the terms of any such limited Share
Appreciation Rights are established by the Administrator at the time of grant
and comply with the distribution rules under Section 409A.
	 
	 	5.1.4	 	Restricted Shares. Restricted Shares are Shares subject
to restrictions on transfer and such other restrictions as the Administrator, in its sole discretion, may deem necessary or advisable.
Each Award of Restricted Shares will be evidenced by an Award Document
that will specify the Period of Restriction, the number of Shares granted,
and such other terms and conditions as the Administrator, in its sole
discretion, will determine. Notwithstanding the foregoing, the
Administrator, in its discretion, may accelerate the time at which any
restrictions will lapse or be removed. During the Period of Restriction,
the holder of such Award will be entitled to receive all dividends and
other distributions paid with respect to such Shares unless otherwise
provided in the Award Document. If any such dividends or distributions
are paid in Shares, the Shares will be subject to the same restrictions on
transferability and forfeitability as the Restricted Shares with respect
to which they were paid.
	 
	 	5.1.5	 	Restricted Share Units. Restricted Share Units consist of
a Restricted Share, Performance Share or Performance Unit Award that the
Administrator, in its sole discretion, permits to be paid out either in cash
or in Shares in installments or on a deferred basis, in accordance with
Section 5.5.




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	 	5.2	 	Performance-Based Awards. Without limiting the generality of the foregoing,
any of the types of Awards above may be granted as Performance-Based Awards in the
form of Performance Units, Performance Shares, Options or Share Appreciation Rights.
Each Performance Unit will have an initial value that is established by the
Administrator on or before the date of grant. Each Performance Share will have an
initial value equal to the Fair Market Value of a Corporation Security on the date of
grant. The grant, vesting, exercisability or payment of Performance-Based Awards may
depend on the degree of achievement of one or more performance goals relative to a
pre-established targeted level or a level using one or more of the Business Criteria
(on an absolute or relative basis) for the Corporation on a consolidated basis or for
one or more of the Corporation’s subsidiaries, segments, divisions or business units,
or any combination of the foregoing.






	 	5.2.1	 	Performance Goals. The specific performance goals and the
applicable performance measurement period for Performance-Based Awards shall
be determined by the Administrator in its sole discretion. Performance
targets shall be adjusted to mitigate the unbudgeted impact of material,
unusual or nonrecurring gains and losses, accounting changes or other
extraordinary events not foreseen at the time the targets were set unless the
Administrator provides otherwise at the time of establishing the targets.
	 
	 	5.2.2	 	Earning of Performance-Based Awards. After the applicable
performance period has ended, the holder of Performance-Based Awards will be
entitled to receive a payout of the number of Performance-Based Awards earned
by the Participant over the performance period, to be determined as a
function of the extent to which the corresponding performance objectives have
been achieved. After the grant of a Performance-Based Award, the
Administrator, in its sole discretion, may revise, reduce or waive any
performance objectives for such Performance-Based Awards.
	 
	 	5.2.3	 	Reservation of Discretion. The Administrator will have
the discretion to determine the restrictions or other limitations of the
individual Awards granted under this Section 5.2, including the authority to
reduce Awards, but not to increase Awards, directly or indirectly, payouts or
vesting or to pay no Awards, in its sole discretion, if the Administrator
preserves such authority at the time of grant by language to this effect in
its authorizing resolutions or otherwise.






	 	5.3	 	Award Documents. Each Award shall be evidenced by an Award Document in the
form approved by the Administrator and executed on behalf of the Corporation and, if
required by the Administrator, executed by the recipient of the Award. The
Administrator may authorize any officer of the Corporation (other than the particular
Award recipient) to execute any or all Award Documents on behalf of the Corporation.




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	 	5.4	 	Date of Grant. The date of grant of an Award will be, for all purposes, the
date on which the Administrator makes the determination granting such Award, or such
other later date as is determined by the Administrator. Notice of the determination
will be provided to each Participant within a reasonable time on or after the date of
such grant.
	 
	 	5.5	 	Share Deferrals and Settlements. Payment of Awards may be in the form of
cash, Shares, other Awards or combinations thereof as the Administrator shall
determine, and with such restrictions as it may impose. The Administrator may also
require or permit Participants to elect to defer the issuance of shares or the
settlement of Awards in cash under such rules and procedures as it may establish under
this Plan; provided, however, that no U.S. Participant shall be
permitted to make any such election to defer, unless the rules and procedures
providing for such election comply with the deferral elections requirements under
Section 409A. The Administrator may also provide that deferred settlements include
the payment or crediting of interest or other earnings on the deferral amounts, or the
payment or crediting of Dividend Equivalents where the deferred amounts are
denominated in shares. Notwithstanding any other provision of the Plan or any
agreement entered into by the Company pursuant to the Plan, the Company shall not be obligated, and shall have no liability for failure to deliver any Shares
under the Plan unless the issuance and delivery of Shares comply with (or are
exempt from) all Applicable Laws, including, the Securities Act, U.S. state
securities laws and regulations, and the requirements of any securities exchange
or quotation system on which the Corporation Securities may then be listed or
quoted, and shall be further subject to the approval of counsel for the Company
with respect to such compliance.
	 
	 	5.6	 	Consideration for Shares or Awards. The exercise or purchase price for any
Award or the Shares to be delivered pursuant to an Award, as applicable, may be paid
by means of any lawful consideration as determined by the Administrator, including,
one or a combination of the following methods:






	 	(a)	 	other than for the exercise or purchase price for any
Award, services rendered by the recipient of such Award;
	 
	 	(b)	 	cash, check payable to the order of the Corporation, or
electronic funds transfer;
	 
	 	(c)	 	notice and third party payment in such manner as may be
authorized by the Administrator;
	 
	 	(d)	 	delivery of previously owned Shares;
	 
	 	(e)	 	reduction in the number of Shares otherwise deliverable
pursuant to the Award; or
	 
	 	(f)	 	subject to such procedures as the Administrator may adopt,
pursuant to a “cashless exercise” with a third party who provides financing
for the




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	 	 	 	purposes of (or who otherwise facilitates) the purchase or exercise of Awards.






	 	 	 	In no event shall any Shares newly issued by the Corporation be issued for less
than the minimum lawful consideration for such shares or for consideration other
than consideration permitted by Applicable Laws. In the event that the
Administrator allows a Participant to exercise an Award by delivering Shares
previously owned by such Participant and unless otherwise expressly provided by
the Administrator, any shares delivered which were initially acquired by the
Participant from the Corporation (upon exercise of an Option or otherwise) must
have been owned by the Participant at least six months as of the date of delivery.
Corporation Securities used to satisfy the exercise price of an Option shall be
valued at their Fair Market Value on the date of exercise. The Corporation will
not be obligated to deliver any Shares unless and until it receives full payment
of the exercise or purchase price therefor and any related withholding obligations
under Section 8.5 and any other conditions to exercise or purchase have been
satisfied. Unless otherwise expressly provided in the applicable Award Document, the Administrator may at any
time eliminate or limit a Participant’s ability to pay the purchase or exercise
price of any Award or shares by any method other than cash payment to the
Corporation. The Administrator may take all actions necessary or advisable to
alter the method of exercise of Awards and the exchange and transmittal of
proceeds with respect to Participants who are subject to the jurisdiction of PRC
laws and regulations in order to comply with applicable PRC foreign exchange and
tax regulations. A Participant may be required to provide evidence that any
currency used to pay the exercise price of any Award was acquired and taken out of
the jurisdiction in which the Participant resides in accordance with Applicable
Laws, including foreign exchange control laws and regulations. In the event the
exercise price for an Award is paid in Renminbi or other foreign currency, as
permitted by the Administrator, the amount payable will be determined by
conversion from U.S. dollars at the official rate promulgated by the People’s Bank
of China for Renminbi, or for jurisdictions other than the PRC, the exchange rate
as selected by the Administrator on the date of exercise.






	 	5.7	 	Transfer Restrictions.






	 	5.7.1	 	Limitations on Exercise and Transfer. Unless otherwise
expressly provided in (or pursuant to) this Section 5.7, by Applicable Laws
and by the Award Document, as the same may be amended, (a) all Awards are
non-transferable and shall not be subject in any manner to sale, transfer,
anticipation, alienation, assignment, pledge, encumbrance or charge; (b)
Awards shall be exercised only by the Participant; and (c) amounts payable or
Shares issuable pursuant to any Award shall be delivered only to (or for the
account of) the Participant.
	 
	 	5.7.2	 	Exceptions. The Administrator may permit Awards to be
exercised by and paid to certain persons or entities related to the
Participant, including




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	 	 	 	but not limited to members of the Participant’s
immediate family, trusts or other entities controlled by or whose
beneficiaries or beneficial owners are the Participant and/or members of the
Participant’s immediate family, pursuant to such conditions and procedures,
including limitations on subsequent transfers, as the Administrator may
establish. Consistent with Section 8.1, any permitted transfer shall be
subject to the condition that the Administrator receive evidence satisfactory
to it that the transfer (a) is being made for essentially donative, estate
and/or tax planning purposes on a gratuitous or donative basis and without
consideration (other than nominal consideration or in exchange for an
interest in a qualified transferee), and (b) will not compromise the
Corporation’s ability to comply with Applicable Laws (including securities
laws). Notwithstanding the foregoing or anything in Section 5.7.3, ISOs shall be subject to any and all additional transfer
restrictions under the Code to the extent necessary to maintain the
intended tax consequences of such Awards.
	 
	 	5.7.3	 	Further Exceptions to Limits on Transfer. The exercise
and transfer restrictions in Section 5.7.1 shall not apply to:






	 	(a)	 	transfers to the Corporation;
	 
	 	(b)	 	the designation of a beneficiary to receive benefits in the
event of the Participant’s death or, if the Participant has died, transfers
to or exercise by the Participant’s beneficiary, or, in the absence of a
validly designated beneficiary, transfers by will or the laws of descent and
distribution;
	 
	 	(c)	 	subject to any applicable limitations on ISOs, transfers to
a family member (or former family member) pursuant to a domestic relations
order if approved or ratified by the Administrator;
	 
	 	(d)	 	if the Participant has suffered a disability, permitted
transfers or exercises on behalf of the Participant by his or her legal
representative; or
	 
	 	(e)	 	the authorization by the Administrator of “cashless
exercise” procedures with third parties who provide financing for the purpose
of (or who otherwise facilitate) the exercise of Awards consistent with
Applicable Laws and the express authorization of the Administrator.






	 	5.8	 	International Awards. One or more Awards may be granted to Eligible Persons
who provide services to the Company outside of the PRC or the United States. If
necessary, Awards granted to such persons may be granted pursuant to the terms and
conditions of any applicable sub-plans, if any, appended to this Plan and approved by
the Administrator.






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	6.	 	EFFECT OF TERMINATION OF SERVICE ON AWARDS






	 	6.1	 	General. The Administrator shall establish the effect of a termination of
employment or service of a Participant on the rights and benefits under each Award
under this Plan and in so doing may make distinctions based upon, inter
alia, the cause of termination and type of Award. Notwithstanding the
foregoing, unless the Board expressly otherwise provides, if the Participant is not an
employee of the Company and provides other services to the Company, the Administrator
shall be the sole judge for purposes of this Plan (unless a contract or the Award
otherwise provides) of whether the Participant continues to render services to the
Company and the date, if any, upon which such services shall be deemed to have
terminated. Unless the Board otherwise expressly provides, (1) to the extent an
outstanding Option granted under this Plan has not become vested and exercisable on the
date the Participant’s employment by or service to the Company terminates, the
Administrator shall have the discretion to determine whether and the extent to which
the unvested and unexercisable portion of the Option shall terminate, and (2) any
Shares subject to a Restricted Share or Restricted Share Unit Award that remain subject
to restrictions at the time the Participant’s employment by or service to the Company
terminates shall not vest and the Company shall have the right to reacquire any such
unvested shares subject to such Award in such manner and on such terms as the
Administrator provides, which terms shall include repayment of the lower of the Fair
Market Value and the original purchase price of the Restricted Shares, without
interest, to the Participant to the extent not prohibited by Applicable Laws.
	 
	 	6.2	 	Events Not Deemed Terminations of Service. Unless Company policy or the
Administrator otherwise provides, the employment relationship shall not be considered
terminated in the case of (a) sick leave, (b) military leave, or (c) any other leave of
absence authorized by the Company or the Administrator; provided that unless
reemployment upon the expiration of such leave is guaranteed by contract or Applicable
Laws, such leave is for a period of not more than 90 days. In the case of any employee
of the Company on an approved leave of absence, continued vesting of the Award while on
leave from the employ of the Company may be suspended until the employee returns to
service, unless the Administrator otherwise provides or Applicable Laws otherwise
requires. In no event shall an Award be exercised after the expiration of the term set
forth in the applicable Award Document.
	 
	 	6.3	 	Effect of Change of Affiliate Status. For purposes of this Plan and any Award,
if an entity ceases to be an affiliate of the Corporation, a termination of employment
or service shall be deemed to have occurred with respect to each Eligible Person in
respect of such affiliate who does not continue as an Eligible Person in respect of
another entity within the Company after giving effect to the affiliate’s change in
status.




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	7.	 	ADJUSTMENTS; ACCELERATION






	 	7.1	 	Adjustments. Upon or in contemplation of: any reclassification,
recapitalization, stock split (including a stock split in the form of a stock dividend)
or reverse stock split; any merger, combination, consolidation, or other
reorganization; any spin-off, split-up, or similar extraordinary dividend distribution
in respect of the Shares (whether in the form of securities or property); any exchange
of Corporation Securities or other securities of the Corporation, or any similar,
unusual or extraordinary corporate transaction in respect of Corporation Securities; or
a sale of all or substantially all the business or assets of the Corporation as an
entirety; then the Administrator shall, in such manner, to such extent (if any) and at
such time as it deems appropriate and equitable in the circumstances:






	 	(a)	 	proportionately adjust any or all of (1) the number and type of
shares (or other securities) that thereafter may be made the subject of Awards
(including the specific share limits, maximums and numbers of shares set forth
elsewhere in this Plan), (2) the number, amount and type of shares (or other
securities or property) subject to any or all outstanding Awards, (3) the
grant, purchase, or exercise price (which term includes the Base Price of any
Share Appreciation Right or similar right) of any or all outstanding Awards,
(4) the securities, cash or other property deliverable upon exercise or payment
of any outstanding Awards, or (5) the performance standards applicable to any
outstanding Awards, or
	 
	 	(b)	 	make provision for a cash payment or for the assumption,
substitution or exchange of any or all outstanding share-based Awards or the
cash, securities or property deliverable to the holder of any or all
outstanding share-based Awards, based upon the distribution or consideration
payable to holders of the Shares upon or in respect of such event.






	 	 	 	The Administrator may adopt such valuation methodologies for outstanding Awards as
it deems reasonable in the event of a cash or property settlement and, in the case
of Options, Share Appreciation Rights or similar rights, but on other methodologies,
may base such settlement solely upon the excess if any of the per share amount
payable upon or in respect of such event over the exercise or Base Price of the
Award. With respect to any ISO, the Administrator may make such an adjustment that
causes the Option to cease to qualify as an ISO without the consent of the affected
Participant.
	 
	 	 	 	In any of such events, the Administrator may take such action prior to such event to
the extent that the Administrator deems the action necessary to permit the
Participant to realize the benefits intended to be conveyed with respect to the
underlying shares in the same manner as is or will be available to shareholders
generally. In the case of any stock split or reverse stock split, if no action is
taken by the Administrator, the proportionate adjustments contemplated by clause (a)
above shall nevertheless be made.




12









 












	 	7.2	 	Automatic Acceleration of Awards. Upon a dissolution of the Corporation or
other event described in Section 7.1 that the Corporation does not survive (or does not
survive as a public company in respect of its Shares), then each then outstanding
Option and Share Appreciation Right shall become fully vested, all Restricted Shares or
Restricted Share Units then outstanding shall fully vest free of restrictions, and each
other Award granted under this Plan that is then outstanding shall become payable to
the holder of such Award; provided that such acceleration provision shall not
apply, unless otherwise expressly provided by the Administrator, with respect to any
Award to the extent that the Administrator has made a provision for the substitution,
assumption, exchange or other continuation or settlement of the Award, or the Award
would otherwise continue in accordance with its terms, in the circumstances.
	 
	 	7.3	 	Possible Acceleration of Awards. Without limiting Section 7.2, in the event of
a Change in Control Event, the Administrator may, in its discretion, provide that any
outstanding Option or Share Appreciation Right shall become fully vested, that any
Restricted Shares and Restricted Share Units then outstanding shall fully vest free of
restrictions, and that any other Award granted under this Plan that is then outstanding
shall be payable to the relevant Participant. The Administrator may take such action
with respect to all Awards then outstanding or only with respect to certain specific
Awards identified by the Administrator in the circumstances.
	 
	 	7.4	 	Early Termination of Awards. Any Award that has been accelerated as required
or contemplated by Section 7.2 or 7.3 (or would have been so accelerated but for
Section 7.5, 7.6 or 7.7) shall terminate upon the related event referred to in Section
7.2 or 7.3, as applicable, subject to any provision that has been expressly made by the
Administrator, through a plan of reorganization or otherwise, for the survival,
substitution, assumption, exchange or other continuation or settlement of such Award
and provided that, in the case of Options and Share Appreciation Rights that
will not survive, be substituted for, assumed, exchanged, or otherwise continued or
settled in the transaction, the holder of such Award shall be given reasonable advance
notice of the impending termination and a reasonable opportunity to exercise his or her
outstanding Options and Share Appreciation Rights in accordance with their terms before
the termination of such Awards (except that in no case shall more than ten days’ notice
of accelerated vesting and the impending termination be required and any acceleration
may be made contingent upon the actual occurrence of the event).
	 
	 	7.5	 	Other Acceleration Rules. Any acceleration of Awards pursuant to this Section
7 shall comply with Applicable Laws and, if necessary to accomplish the purposes of the
acceleration or if the circumstances require, may be deemed by the Administrator to
occur a limited period of time not greater than 30 days before the event. Without
limiting the generality of the foregoing, the Administrator may deem an acceleration to
occur immediately prior to the applicable event and/or reinstate the original terms of
an Award if an event giving rise to an acceleration does not occur. The Administrator
may override the provisions of Sections 7.2,




13









 












	 	 	 	7.3, 7.4 and/or 7.6 by express provision in the Award Document and may accord any
Participant a right to refuse any acceleration, whether pursuant to the Award
Document or otherwise, in such circumstances as the Administrator may approve. The
portion of any ISO accelerated in connection with a Change in Control Event or any
other action permitted hereunder shall remain exercisable as an ISO only to the
extent the applicable $100,000 limitation on ISOs is not exceeded. To the extent
exceeded, the accelerated portion of the Option shall be exercisable as an NSO.
	 
	 	7.6	 	Possible Rescission of Acceleration. If the vesting of an Award has been
accelerated expressly in anticipation of an event or upon shareholder approval of an
event and the Administrator later determines that the event will not occur, the
Administrator may rescind the effect of the acceleration as to any then outstanding and
unexercised or otherwise unvested Awards.
	 
	 	7.7	 	Golden Parachute Limitation. Notwithstanding anything else contained in this
Section 7 to the contrary, in no event shall an Award be accelerated under this Plan to
an extent or in a manner which would not be fully deductible by the Company for federal
income tax purposes because of Section 280G of the Code, nor shall any payment
hereunder be accelerated to the extent any portion of such accelerated payment would
not be deductible by the Company because of Section 280G of the Code. If a Participant
would be entitled to benefits or payments hereunder and under any other plan or program
that would constitute “parachute payments” as defined in Section 280G of the Code, then
to the extent permitted by the regulations under Section 409A, the Participant may by
written notice to the Company designate the order in which such parachute payments will
be reduced or modified so that the Company is not denied federal income tax deductions
for any “parachute payments” because of Section 280G of the Code. Notwithstanding the
foregoing, an employment or other agreement with the Participant may expressly provide
for benefits in excess of amounts determined by applying the foregoing Section 280G
limitations.






			
	8.	 	OTHER PROVISIONS






	 	8.1	 	Compliance with Laws. This Plan, the granting and vesting of Awards under this
Plan, the offer, issuance and delivery of Shares, the acceptance of promissory notes
and/or the payment of money under this Plan or under Awards are subject to compliance
with all Applicable Laws, including securities laws to such approvals by any listing,
regulatory or governmental authority as may, in the opinion of counsel for the Company,
be necessary or advisable in connection therewith. The person acquiring any securities
under this Plan will, if requested by the Company, provide such assurances and
representations to the Company as the Administrator may deem necessary or advisable to
assure compliance with all Applicable Laws and applicable accounting requirements.
	 
	 	8.2	 	No Rights to Awards. No person shall have any claim or rights to be granted an
Award (or additional Awards, as the case may be) under this Plan, subject to any




14









 






	 	 	 	express contractual rights (set forth in a document other than this Plan) to the
contrary.






	 	8.3	 	No Employment/Service Contract. Nothing contained in this Plan (or in any
other documents under this Plan or in any Award Document) shall confer upon any
Eligible Person or other Participant any right to continue in the employ or other
service of the Company, constitute any contract or agreement of employment or other
service or affect an employee’s status as an employee at will, nor shall interfere in
any way with the right of the Company to change a person’s compensation or other
benefits, or to terminate his or her employment or other service, with or without
cause. Nothing in this Section 8.3, however, is intended to adversely affect any
express independent right of such person under a separate employment or service
contract other than an Award Document.
	 
	 	8.4	 	Plan Not Funded. Awards payable under this Plan shall be payable in shares or
from the general assets of the Corporation, and no special or separate reserve, fund or
deposit shall be made to assure payment of such Awards. No Participant, beneficiary or
other person shall have any right, title or interest in any fund or in any specific
asset (including Shares, except as expressly otherwise provided) of the Company by
reason of any Award hereunder. Neither the provisions of this Plan (or of any related
documents), nor the creation or adoption of this Plan, nor any action taken pursuant to
the provisions of this Plan shall create, or be construed to create, a trust of any
kind or a fiduciary relationship between the Company and any Participant, beneficiary
or other person. To the extent that a Participant, beneficiary or other person
acquires a right to receive payment pursuant to any Award hereunder, such right shall
be no greater than the right of any unsecured general creditor of the Company.
	 
	 	8.5	 	Tax Withholding. Upon any exercise, vesting, or payment of any Award or upon
the disposition of Shares acquired pursuant to the exercise of an ISO prior to
satisfaction of the holding period requirements of Section 422 of the Code, the Company
shall have the right at its option to:






	 	(a)	 	require the Participant to pay or provide for payment of at
least the minimum amount of any taxes which the Company may be required to
withhold with respect to such Award event or payment; or
	 
	 	(b)	 	deduct from any amount otherwise payable in cash to the
Participant (i) the minimum amount of any taxes that the Company may be
required to withhold with respect to such cash payment and (ii) such additional
amount as may be required under PRC laws and regulations.






	 	 	 	In any case where a tax is required to be withheld (including taxes in the PRC where
applicable) in connection with the delivery of Shares under this Plan (including the
sale of Shares as may be required to comply with foreign exchange rules in the PRC
for Participants who are subject to the jurisdiction of PRC laws and regulations),
the Administrator may in its sole discretion (subject to Section




15









 






	 	 	 	8.1) grant (either at the time of the Award or thereafter) to the Participant the
right to elect, pursuant to such rules and subject to such conditions as the
Administrator may establish, to have the Corporation reduce the number of Shares to
be delivered by (or otherwise reacquire) the appropriate number of Shares, valued in
a consistent manner at their Fair Market Value or at the sales price in accordance
with authorized procedures for cashless exercises, necessary to satisfy the minimum
applicable withholding obligation on exercise, vesting or payment. In no event
shall the Shares withheld exceed the minimum whole number of Shares required for tax
withholding under Applicable Laws. The Corporation may, with the Administrator’s
approval, accept one or more promissory notes from any Eligible Person in connection
with taxes required to be withheld upon the exercise, vesting or payment of any
Award under this Plan; provided that any such note shall be subject to terms
and conditions established by the Administrator and the requirements of Applicable
Laws.






	 	8.6	 	Effective Date, Termination and Suspension, Amendments.






	 	8.6.1	 	Effective Date. This Plan shall be effective as of the
Effective Date. Unless earlier terminated by the Board, this Plan shall
terminate at the close of business on the day before the tenth anniversary of
the Effective Date. After the termination of this Plan either upon such stated
expiration date or its earlier termination by the Board, no additional Awards
may be granted under this Plan, but previously granted Awards (and the
authority of the Administrator with respect thereto, including the authority to
amend such Awards) shall remain outstanding in accordance with their applicable
terms and conditions and the terms and conditions of this Plan.
	 
	 	8.6.2	 	Board Authorization. The Board may, at any time, terminate
or, from time to time, amend, modify or suspend this Plan, in whole or in part.
No Awards may be granted during any period that the Board suspends this Plan.
	 
	 	8.6.3	 	Shareholder Approval. To the extent then required by
Applicable Laws, including, pursuant to the requirements of any applicable
listing agency or under Section 422 or 424 of the Code to preserve the intended
tax consequences of this Plan, or deemed necessary or advisable by the Board,
any amendment to this Plan or any Award Agreement shall be subject to
shareholder approval.
	 
	 	8.6.4	 	Amendments to Awards. Without limiting any other express
authority of the Administrator under (but subject to) the express limits of
this Plan and subject to the requirements of Sections 3.2, 8.6.3 and 8.6.5, the
Administrator by agreement or resolution may waive conditions of or limitations
on Awards to Participants that the Administrator in the prior exercise of its
discretion has imposed, without the consent of a Participant, may make other
changes to the terms and conditions of Awards.




16









 












	 	8.6.5	 	Limitations on Amendments to Plan and Awards. No amendment,
suspension or termination of this Plan or change of or affecting any
outstanding Award shall, without written consent of the Participant, affect in
any manner materially adverse to the Participant any rights or benefits of the
Participant or obligations of the Company under any Award granted under this
Plan prior to the effective date of such change. Changes, settlements and
other actions contemplated by Section 7 shall not be deemed to constitute
changes or amendments for purposes of this Section 8.6.






	 	8.7	 	Privileges of Share Ownership. Except as otherwise expressly authorized by the
Administrator or this Plan, a Participant shall not be entitled to any privilege of
share ownership as to any Shares not actually delivered to and held of record by the
Participant. No adjustment will be made for dividends or other rights as a shareholder
for which a record date is prior to such date of delivery.
	 
	 	8.8	 	Governing Law; Construction; Severability.






	 	8.8.1	 	Choice of Law. This Plan, the Awards, the Award Documents and
all other related documents shall be governed by, and construed in accordance
with, the laws of the State of New York.
	 
	 	8.8.2	 	Severability. If a court of competent jurisdiction holds any
provision invalid and unenforceable, the remaining provisions of this Plan
shall continue in effect.






	 	8.9	 	Captions. Captions and headings are given to the sections and subsections of
this Plan solely as a convenience to facilitate reference. Such headings shall not be
deemed in any way material or relevant to the construction or interpretation of this
Plan or any provision thereof.
	 
	 	8.10	 	Share-Based Awards in Substitution for Options or Awards Granted by Other
Corporation. Awards may be granted to Eligible Persons under this Plan in substitution
for or in connection with an assumption of employee stock options, share appreciation
rights, restricted shares or other share-based Awards granted by other entities to
persons who are or who will become Eligible Persons in respect of the Company, in
connection with a distribution, merger or other reorganization by or with the granting
entity or an affiliated entity, or the acquisition by the Company, directly or
indirectly, of all or a substantial part of the stock or assets of the employing
entity. The Awards so granted need not comply with other specific terms of this Plan,
provided that the Awards reflect only adjustments giving effect to the
assumption or substitution consistent with the conversion applicable to the Shares in
the transaction and any change in the issuer of the security. Any shares that are
delivered and any Awards that are granted by, or become obligations of, the
Corporation, as a result of the assumption by the Corporation of, or in substitution
for, outstanding Awards previously granted by an acquired company (or previously
granted by a




17









 






	 	 	 	predecessor employer (or direct or indirect parent thereof) in the case of persons
who become employed by the Company in connection with a business or asset
acquisition or similar transaction) (a) shall not be counted against the share limit
set forth in Section 4.2 or other limits on the number of shares available for
issuance under this Plan and (b) need not comply with the exercise price provisions
of Section 5.1.1.






	 	8.11	 	Non-Exclusivity of Plan. Nothing in this Plan shall limit or be deemed to
limit the authority of the Board or the Administrator to grant Awards or authorize any
other compensation, with or without reference to the Shares, under any other plan or
authority.
	 
	 	8.12	 	No Corporate Action Restriction. The existence of this Plan, the Award
Documents and the Awards granted hereunder shall not limit, affect or restrict in any
way the right or power of the Board or the shareholders of the Corporation to make or
authorize: (a) any adjustment, recapitalization, reorganization or other change in the
capital structure or business of the Corporation or any Subsidiary, (b) any merger,
amalgamation, consolidation or change in the ownership of the Corporation or any
Subsidiary, (c) any issue of bonds, debentures, capital, preferred or prior preference
stock ahead of or affecting the capital stock (or the rights thereof) of the
Corporation or any Subsidiary, (d) any dissolution or liquidation of the Corporation or
any Subsidiary, (e) any sale or transfer of all or any part of the assets or business
of the Corporation or any Subsidiary, or (f) any other corporate act or proceeding by
the Corporation or any Subsidiary. No Participant, beneficiary or any other person
shall have any claim under any Award or Award Document against any member of the Board
or the Administrator, or the Corporation or any employees, officers or agents of the
Corporation or any Subsidiary, as a result of any such action.
	 
	 	8.13	 	Other Company Benefit and Compensation Programs. Payments and other benefits
received by a Participant under an Award made pursuant to this Plan shall not be deemed
a part of a Participant’s compensation for purposes of the determination of benefits
under any other employee welfare or benefit plans or arrangements, if any, provided by
the Corporation or any Subsidiary, except where the Administrator expressly otherwise
provides or authorizes in writing. Awards under this Plan may be made in addition to,
in combination with, as alternatives to or in payment of grants, Awards or commitments
under any other plans or arrangements of the Corporation or its Subsidiaries.
	 
	 	8.14	 	Section 409A. If any provision of the Plan or an Award Document contravenes
any provision of Section 409A with respect to a Participant or could cause a
Participant to be subject to accelerated taxation and penalties and/or interest under
Section 409A (“Penalties”), such provision of the Plan or any Award Document shall be
automatically modified to avoid the imposition of Penalties and to maintain, to the
maximum extent practicable, the original intent of the applicable provision.




18









 












	 	8.15	 	Compliance with PRC Laws and Regulations. When required by PRC laws and
regulations, Participants who are domestic individuals of the PRC shall duly fulfill
reporting, registration and other obligations as required by such laws and regulations.






			
	9.	 	DEFINITIONS






	 	9.1	 	“Administrator” means the Board or one or more Committees appointed by the
Board or another Committee (within its delegated authority) to administer all or
certain aspects of this Plan in accordance with Section 3.
	 
	 	9.2	 	“Applicable Laws” means any applicable legal requirements relating to the
administration of and the issuance of securities under equity securities-based
compensation plans, including, the requirements of U.S. state corporate laws, U.S.
federal and state securities laws, U.S. federal law, the Code, the laws of the Cayman
Islands, the laws of the PRC, and any rules or regulations thereunder and the
requirements of any securities exchange or quotation system on which the Shares may
then be listed or quoted and the applicable laws of any other country or jurisdiction
where Awards are granted under the Plan. For all purposes of this Plan, references to
statutes and regulations shall be deemed to include any successor statutes or
regulations, to the extent reasonably appropriate as determined by the Administrator.
	 
	 	9.3	 	“Award Document” means the written or electronic agreement setting forth the
material terms and conditions of an Award as established by the Administrator
consistent with the express limitations of this Plan.
	 
	 	9.4	 	“Awards” means, individually or collectively (a) Options, Share Appreciation
Rights, Restricted Shares, Restricted Share Units, Performance Shares, Performance
Units, Dividend Equivalents, share bonuses, share units, phantom shares, or similar
rights to purchase or acquire Shares, whether at a fixed or variable price or ratio
related to the Shares, upon the passage of time, the occurrence of one or more events,
or the satisfaction of performance criteria or other conditions, or any combination
thereof; (b) any similar securities with a value derived from the value of or related
to the Shares and/or returns thereon; or (c) cash.
	 
	 	9.5	 	“Base Price” means, with respect to any Share Appreciation Right, the Fair
Market Value of a Corporation Security on the date such Share Appreciation Right was
granted.
	 
	 	9.6	 	“Board” means the board of directors of the Corporation.
	 
	 	9.7	 	“Business Criteria” means the business criteria applicable to an Award as
selected by the Administrator in its sole discretion. Business Criteria may include,
the following: earnings per share, cash flow (which means cash and cash equivalents
derived from either net cash flow from operations or net cash flow from operations,
financing and investing activities), total shareholder return, gross




19









 






	 	 	 	revenue, revenue growth, operating income (before or after taxes), net earnings
(before or after interest, taxes, depreciation and/or amortization), return on
equity, on assets or on net investment, cost containment or reduction, or any
combination thereof. These terms are used as applied under generally accepted
accounting principles or in the Company’s financial reporting.






	 	9.8	 	“Change in Control Event” means any of the following:






	 	(a)	 	The acquisition by any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act (a “Person”)) of
beneficial ownership (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of 20% or more of either (1) the then-outstanding Shares of the
Corporation (the “Outstanding Corporation Shares”) or (2) the combined voting
power of the then-outstanding voting securities of the Corporation entitled to
vote generally in the election of directors (the “Outstanding Corporation
Voting Securities”); provided, however, that, for purposes of
this definition, the following acquisitions shall not constitute a Change in
Control Event: (A) any acquisition directly from the Corporation, (B) any
acquisition by the Corporation, (C) any acquisition by any employee benefit
plan (or related trust) sponsored or maintained by the Corporation or any
affiliate of the Corporation or a successor, or (D) any acquisition by any
entity pursuant to a transaction that complies with Sections (c)(1), (2) and
(3) below;
	 
	 	(b)	 	Individuals who, as of the Effective Date, constitute the Board
(the “Incumbent Board”) cease for any reason to constitute at least a majority
of the Board; provided, however, that any individual becoming a
director subsequent to the Effective Date whose election, or nomination for
election by the Corporation’s shareholders, was approved by a vote of at least
two-thirds of the directors then comprising the Incumbent Board (including for
these purposes, the new members whose election or nomination was so approved,
without counting the member and his predecessor twice) shall be considered as
though such individual were a member of the Incumbent Board, but excluding, for
this purpose, any such individual whose initial assumption of office occurs as
a result of an actual or threatened election contest with respect to the
election or removal of directors or other actual or threatened solicitation of
proxies or consents by or on behalf of a Person other than the Board;
	 
	 	(c)	 	Consummation of a reorganization, merger, statutory share
exchange or consolidation or similar corporate transaction involving the
Corporation or any of its Subsidiaries, a sale or other disposition of all or
substantially all of the assets of the Corporation, the acquisition of assets
or stock of another entity by the Corporation or any of its Subsidiaries, or a
scheme of arrangement under Section 86 of the Cayman Islands Companies Law, Cap
22 (Law 3 of 1961, as consolidated and revised) (each, a “Business
Combination”), in each case unless, following such Business




20









 






	 	 	 	Combination, (1) all or substantially all of the individuals and entities
that were the beneficial owners of the Outstanding Corporation Shares and
the Outstanding Corporation Voting Securities immediately prior to such
Business Combination beneficially own, directly or indirectly, more than 50%
of the then-outstanding ordinary or common shares and the combined voting
power of the then-outstanding voting securities entitled to vote generally
in the election of directors, as the case may be, of the entity resulting
from such Business Combination (including, an entity that, as a result of
such transaction, owns the Corporation or all or substantially all of the
Corporation’s assets directly or through one or more subsidiaries (a
“Parent”)) in substantially the same proportions as their ownership
immediately prior to such Business Combination of the Outstanding
Corporation Shares and the Outstanding Corporation Voting Securities, as the
case may be, (2) no Person (excluding any entity resulting from such
Business Combination or a Parent or any employee benefit plan (or related
trust) of the Corporation or such entity resulting from such Business
Combination or Parent) beneficially owns, directly or indirectly, 20% or
more of, respectively, the then-outstanding ordinary or common shares of the
entity resulting from such Business Combination or the combined voting power
of the then-outstanding voting securities of such entity, except to the
extent that the ownership in excess of 20% existed prior to the Business
Combination, and (3) at least a majority of the members of the board of
directors or trustees of the entity resulting from such Business Combination
or a Parent were members of the Incumbent Board at the time of the execution
of the initial agreement or of the action of the Board providing for such
Business Combination; or






	 	(d)	 	Approval by the shareholders of the Corporation of a complete
liquidation or dissolution of the Corporation other than in the context of a
transaction that does not constitute a Change in Control Event under clause (c)
above.






	 	 	 	Anything in the foregoing to the contrary notwithstanding, a transaction shall not
constitute a Change in Control Event if its sole purpose is to change the legal
jurisdiction of the Corporation’s incorporation or to create a holding company that
will be owned in substantially the same proportions by the Persons who held the
Corporation’s securities immediately before such transaction. In addition, a sale
by the Corporation of its securities in a transaction, the primary purpose of which
is to raise capital for the Corporation’s operations and business activities, shall
not constitute a Change in Control Event.
	 
	 	9.9	 	“Code” means the U.S. Internal Revenue Code of 1986, as amended. Any reference
to a section of the Code herein will be a reference to any successor or amended section
of the Code.
	 
	 	9.10	 	“Committee” means a committee of the Board or such other individuals satisfying
Applicable Laws appointed by the Board in accordance with Section 3.




21









 












	 	9.11	 	“Company” means the Corporation and its affiliates, collectively.
	 
	 	9.12	 	“Corporation” means Shanda Games Limited, a company organized under the laws of
the Cayman Islands, or any successor corporation thereto.
	 
	 	9.13	 	“Corporation Security” means, as applicable, a Share or, if applicable, a
Corporation American Depositary Share.
	 
	 	9.14	 	“Dividend Equivalent” means a credit, made at the discretion of the
Administrator, to the account of a Participant in an amount equal to the value of
dividends paid on one Share for each Share represented by an Award held by such
Participant.
	 
	 	9.15	 	“Effective Date” means the date of the approval of this Plan by the
shareholders of the Corporation.
	 
	 	9.16	 	“Eligible Person” means any person who is either: (a) an officer (whether or
not a director) or employee of the Company; (b) a director of the Company; or (c) an
individual consultant or advisor who renders or has rendered bona fide services (other
than services in connection with the offering or sale of securities of the Company in a
capital-raising transaction or as a market maker or promoter of the Company’s
securities) to the Company and who is selected to participate in this Plan by the
Administrator.
	 
	 	9.17	 	“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.
	 
	 	9.18	 	“Fair Market Value” means (a) the closing price of a Corporation Security on
the date in question on the U.S. national securities exchange on which the Corporation
Securities are listed or admitted to trading, or, if the Corporation Securities are not
listed or admitted on any national securities exchange, the closing price of a
Corporation Security on such date as quoted on the National Association of Securities
Dealers Automated Quotation System (or such market in which such prices are regularly
quoted) (the “NASDAQ”), or, if no sales were reported or quoted on such date, the
closing price of a Corporation Security for the next preceding day on which sales of
Corporation Securities were reported or quoted, or (b) if the Corporation Securities
are not then listed on a U.S. national securities exchange or quoted on NASDAQ, such
value as the Administrator, in its sole discretion, shall determine. The Administrator
may, however, provide with respect to one or more Awards (1) that, if the last price
for the date in question is not yet known as of the time of the determination, then the
Fair Market Value shall equal the last price of a Corporation Security as of the
immediately preceding trading day, or (2) that the Fair Market Value shall equal the
average of the high and low sales prices for a share of a Corporation Security for the
date in question or the most recent trading day. The Administrator also may adopt a
different methodology for determining Fair Market Value with respect to one or more
Awards if a different methodology is necessary or advisable to secure any intended
favorable tax, legal or other treatment for the particular Award(s) (for




22









 






	 	 	 	example, the Administrator may provide that Fair Market Value for purposes of one or
more Awards will be based on an average of closing prices (or the average of high
and low daily trading prices) for a specified period preceding the relevant date)
provided, however, that any such methodology complies with
Applicable Laws.






	 	9.19	 	“ISO” means an Option intended to qualify as an incentive stock option within
the meaning of Section 422 of the Code and the regulations promulgated thereunder, as
designated in the applicable Award Document.
	 
	 	9.20	 	“NSO” means an Option not intended to qualify as an ISO, as designated in the
applicable Award Document, or an ISO that does not so qualify.
	 
	 	9.21	 	“Option” means an Award granted to an Eligible Person pursuant to Section
5.1.1.
	 
	 	9.22	 	“Participant” means an Eligible Person that has been granted an Award under the
Plan.
	 
	 	9.23	 	“Performance-Based Award” means a Performance Unit, Performance Share Option or
Share Appreciation Right granted to an Eligible Person pursuant to Section 5.2.
	 
	 	9.24	 	“Performance Share” means an Award granted to an Eligible Person pursuant to
Section 5.2.
	 
	 	9.25	 	“Performance Unit” means an Award granted to an Eligible Person pursuant to
Section 5.2.
	 
	 	9.26	 	“Period of Restriction” means the period during which the transfer of
Restricted Shares are subject to restrictions and, therefore, the Shares are intended
to be subject to a substantial risk of forfeiture for U.S. federal income tax purposes.
Such restrictions may be based on the passage of time, the achievement of target
levels of performance, or the occurrence of other events as determined by the
Administrator.
	 
	 	9.27	 	“Plan” means this Amended and Restated Shanda Games Limited 2008 Equity
Compensation Plan.
	 
	 	9.28	 	“PRC” means the People’s Republic of China.
	 
	 	9.29	 	“Restricted Share Unit” means an Award granted to an Eligible Person pursuant
to Section 5.1.5.
	 
	 	9.30	 	“Restricted Shares” means an Award granted to an Eligible Person pursuant to
Section 5.1.4.
	 
	 	9.31	 	“Renminbi” means Chinese Renminbi, the official currency of the PRC.




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	 	9.32	 	“Section 409A” means Section 409A of the Code and any regulations and other
Treasury guidance promulgated thereunder.
	 
	 	9.33	 	“Securities Act” means the U.S. Securities Act of 1933, as amended.
	 
	 	9.34	 	“Share Appreciation Right” means an Award granted to an Eligible Person
pursuant to Section 5.1.3.
	 
	 	9.35	 	“Shares” means the Class A shares of the Corporation, par value US $0.01, and
such other securities or property as may become the subject of Awards under this Plan,
or may become subject to such Awards pursuant to an adjustment made under Section 7.1.
	 
	 	9.36	 	“Subsidiary” means any corporation or other entity (i) a majority of whose
outstanding voting stock or voting power is beneficially owned directly or indirectly
by the Corporation or (ii) that is controlled by the Corporation directly or indirectly
by contract or otherwise.
	 
	 	9.37	 	“U.S. Participant” means a Participant who is a U.S. taxpayer.






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