EX-4.35





 Exhibit 4.35 

TRIP.COM GROUP LIMITED 

SECOND AMENDED AND RESTATED GLOBAL SHARE INCENTIVE PLAN 

ARTICLE I 
 PURPOSE

 The purpose of this Second Amended and Restated Global Share Incentive Plan (the “Plan”) is to promote the success and
enhance the value of Trip.com Group Limited, an exempted company formed under the laws of the Cayman Islands (the “Company”) by linking the personal interests of the members of the Board, Employees, and Consultants to those of the
shareholders of the Company and by providing such individuals with an incentive for outstanding performance to generate superior returns to the shareholders of the Company. The Plan is further intended to provide flexibility to the Company in its
ability to motivate, attract, and retain the services of members of the Board, Employees, and Consultants upon whose judgment, interest, and special effort the successful conduct of the Company’s operation is largely dependent. The Plan amends
and restates the previously adopted Global Share Incentive Plan of the Company, as amended and restated in July 2018, in its entirety and assumes all awards granted under the Amended and Restated Global Share Incentive Plan. 

ARTICLE II 

DEFINITIONS AND CONSTRUCTION 

Wherever the following terms are used in the Plan they shall have the meanings specified below, unless the context clearly indicates
otherwise. The singular pronoun shall include the plural where the context so indicates. 
 2.1    “2007 Share
Incentive Plan” means the 2007 Share Incentive Plan, as amended and restated as of November 17, 2008, of the Company. 

2.2    “Applicable Laws” means the legal requirements relating to the Plan and the Awards under
applicable provisions of the corporate and securities laws of the Cayman Islands, the Code, the PRC tax laws, rules, regulations and government orders, the rules of any applicable Share exchange or national market system, and the laws and the rules
of any jurisdiction applicable to Awards granted to residents therein. 
 2.3    “Applicable Accounting
Standards” shall mean Generally Accepted Accounting Principles in the United States, International Financial Reporting Standards or such other accounting principles or standards as may apply to the Company’s financial statements under
United States federal securities laws from time to time. 
 2.4    “Award” means an Option, a
Restricted Share award, a Restricted Share Unit award, a Share Appreciation Right award, a Dividend Equivalents award, a Share Payment award, or a Deferred Share award, granted to a Participant pursuant to the Plan or any other types of award as
designed and approved from time to time by the Committee or the Board, as the case may be, pursuant to Article XII of the Plan in compliance with Applicable Laws. 

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












 2.6    “Board” means the Board of Directors of the
Company. 
 2.7    “Board Adoption Date” shall have the meaning set forth in Section 13.1. 

2.8    “Change in Control” means a change in ownership or control of the Company effected through either
of the following transactions: 
 (a)    the direct or indirect acquisition by any person or related group of persons
(other than an acquisition from or by the Company or by a Company-sponsored employee benefit plan or by a person that directly or indirectly controls, is controlled by, or is under common control with, the Company) of beneficial ownership (within
the meaning of Rule 13d-3 of the Exchange Act) of securities possessing more than fifty percent (50%) of the total combined voting power of the Company’s outstanding securities pursuant to a tender or exchange offer made directly to the
Company’s shareholders which a majority of the Incumbent Board (as defined below) who are not affiliates or associates of the offeror under Rule 12b-2 promulgated under the Exchange Act do not recommend such shareholders accept, or 

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

2.9    “Cause” with respect to a Participant means (unless otherwise expressly provided in the
applicable Award Agreement, or another applicable contract with the Participant that defines such term for purposes of determining the effect that a “for cause” termination has on the Participant’s Awards) a termination of employment
or service based upon a finding by the Service Recipient, acting in good faith and based on its reasonable belief at the time, that the Participant: 

(a)    has been negligent in the discharge of his or her duties to the Service Recipient, has refused to perform stated
or assigned duties or is incompetent in or (other than by reason of a disability or analogous condition) incapable of performing those duties; 

(b)    has been dishonest or committed or engaged in an act of theft, embezzlement or fraud, a breach of confidentiality,
an unauthorized disclosure or use of inside information, customer lists, trade secrets or other confidential information, or physical and emotional harm to any person; 

(c)    has breached a fiduciary duty, or willfully and materially violated any other duty, law, rule, regulation or
policy of the Service Recipient; or has been convicted of, or plead guilty or nolo contendere to, a felony or misdemeanor (other than minor traffic violations or similar offenses); 

(d)    has materially breached any of the provisions of any agreement with the Service Recipient; 

(e)    has engaged in unfair competition with, or otherwise acted intentionally in a manner injurious to the reputation,
business or assets of, the Service Recipient; or 

  
 2 













 (f)    has improperly induced a vendor or customer to break or
terminate any contract with the Service Recipient or induced a principal for whom the Service Recipient acts as agent to terminate such agency relationship. 

A termination for Cause shall be deemed to occur (subject to reinstatement upon a contrary final determination by the Committee) on the date on which the
Service Recipient first delivers written notice to the Participant of a finding of termination for Cause. 

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

2.11    “Committee” means the committee of the Board described in Article XII. 

2.12    “Consultant” means any consultant or adviser if: (a) the consultant or adviser renders bona
fide services to a Service Recipient; (b) the services rendered by the consultant or adviser are not in connection with the offer or sale of securities in a capital-raising transaction and do not directly or indirectly promote or maintain a
market for the Company’s securities; and (c) the consultant or adviser is a natural person who has contracted directly with the Service Recipient to render such services. 

2.13    “Corporate Transaction” means any of the following transactions, provided, however, that the
Committee shall determine under (d) and (e) whether multiple transactions are related, and its determination shall be final, binding and conclusive: 

(a)    an amalgamation, arrangement or consolidation (i) in which the Company is not the surviving entity, except
for a transaction the principal purpose of which is to change the jurisdiction in which the Company is incorporated or (ii) following which the holders of the voting securities of the Company do not continue to hold more than 50% of the
combined voting power of the voting securities of the surviving entity; 
 (b)    the sale, transfer or other
disposition of all or substantially all of the assets of the Company; 
 (c)    the complete liquidation or dissolution
of the Company; 
 (d)    any reverse takeover or series of related transactions culminating in a reverse takeover
(including, but not limited to, a tender offer followed by a reverse takeover) in which the Company is the surviving entity but (A) the Ordinary Shares outstanding immediately prior to such takeover are converted or exchanged by virtue of the
takeover into other property, whether in the form of securities, cash or otherwise, or (B) in which securities possessing more than fifty percent (50%) of the total combined voting power of the Company’s outstanding securities are
transferred to a person or persons different from those who held such securities immediately prior to such takeover or the initial transaction culminating in such takeover, but excluding any such transaction or series of related transactions that
the Committee determines shall not be a Corporate Transaction; or 
 (e)    acquisition in a single or series of
related transactions by any person or related group of persons (other than the Company or by a Company-sponsored employee benefit plan) of beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) of securities possessing more than
fifty percent (50%) of the total combined voting power of the Company’s outstanding securities but excluding any such transaction or series of related transactions that the Committee determines shall not be a Corporate Transaction. 

  
 3 













 2.14    “Deferred Share” means a right to receive a
specified number of Shares during specified time periods pursuant to Section 9.3. 

2.15    “Disability” means that the Participant qualifies to receive long-term disability payments under
the Service Recipient’s long-term disability insurance program, as it may be amended from time to time, to which the Participant provides services regardless of whether the Participant is covered by such policy. If the Service Recipient to
which the Participant provides service does not have a long-term disability plan in place, “Disability” means that a Participant is unable to carry out the responsibilities and functions of the position held by the Participant by reason of
any medically determinable physical or mental impairment for a period of not less than ninety (90) consecutive days. A Participant will not be considered to have incurred a Disability unless he or she furnishes proof of such impairment
sufficient to satisfy the Committee in its discretion. 
 2.16    “Dividend Equivalents” means a right
granted to a Participant pursuant to Section 9.1 to receive the equivalent value (in cash or Share) of dividends paid on Share. 

2.17    “Effective Date” shall have the meaning set forth in Section 13.1. 

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

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

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

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

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

  
 4 













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

 2.21    “Incentive Share Option” means an Option that is intended to meet the requirements of
Section 422 of the Code or any successor provision thereto. 
 2.22    “Independent Director”
means (i) if the Shares or other securities representing the Shares are not listed on a stock exchange, a member of the Board who is a Non-Employee Director; and (ii) if the Shares or other
securities representing the Shares are listed on one or more stock exchanges, a member of the Board who meets the independence standards under the applicable corporate governance rules of the stock exchange(s). 

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

2.24    “Non-Qualified Share Option” means an Option that is not
intended to be an Incentive Share Option. 
 2.25    “Option” means a right granted to a Participant
pursuant to Article V of the Plan to purchase a specified number of Shares at a specified price during specified time periods. An Option may be either an Incentive Share Option or a Non-Qualified Share Option.

 2.26     “Original Effective Date” means the earlier of (1) June 16, 2017, when the
Company’s 2007 Share Incentive Plan expired; or (2) when the incentive share pool as stated under Section 3.1(a) of the 2007 Share Incentive Plan has been fully utilized and all incentive shares have been granted to eligible grantees.

 2.27    “Participant” means a person who, as a member of the Board, Consultant or Employee, has
been granted an Award pursuant to the Plan. 
 2.28    “Parent” means a parent corporation under
Section 424(e) of the Code. 
 2.29    “Plan” means this Amended and Restated Global Share
Incentive Plan, as amended from time to time. 
 2.30    “PRC” means the People’s Republic of
China. 
 2.31    “Related Entity” means any business, corporation, partnership, limited liability
company or other entity which is not a Subsidiary but is consolidated in the Company’s consolidated financial statements prepared under the United States generally accepted accounting principles. 

2.32    “Restricted Share” means a Share awarded to a Participant pursuant to Article VI that is subject
to certain restrictions and may be subject to risk of forfeiture. 
 2.33    “Restricted Share Unit”
means an Award granted pursuant to Article VII. 

  
 5 













 2.34    “Securities Act” means the Securities Act of
1933 of the United States, as amended. 
 2.35    “Service Recipient” means the Company, any Parent or
Subsidiary of the Company and any Related Entity to which a Participant provides services as an Employee, Consultant or as a Director. 

2.36    “Share” means the ordinary share of the Company, par value US$0.01 per share, and such other
securities of the Company that may be substituted for Shares pursuant to Article XI. 
 2.37    “Share
Appreciation Right” or “SAR” means a right granted pursuant to Article VIII to receive a payment equal to the excess of the Fair Market Value of a specified number of Shares on the date the SAR is exercised over the Fair
Market Value on the date the SAR was granted as set forth in the applicable Award Agreement. 
 2.38    “Share
Payment” means (a) a payment in the form of Shares, or (b) an option or other right to purchase Shares, as part of any bonus, deferred compensation or other arrangement, made in lieu of all or any portion of the compensation,
granted pursuant to Section 9.2. 
 2.39    “Subsidiary” means any corporation or other entity of
which a majority of the outstanding voting shares or voting power is beneficially owned directly or indirectly by the Company, or an affiliated entity that the Company controls through contractual arrangements and consolidates the financial
results according to the Applicable Accounting Standards. 
 2.40    “Trading Date” means the closing
of the first sale to the general public of the Shares pursuant to a registration statement filed with and declared effective by the U.S. Securities and Exchange Commission under the Securities Act. 

ARTICLE III 
 SHARES
SUBJECT TO THE PLAN 
 3.1    Number of Shares. 

(a)     Subject to the provisions of Article XI and Section 3.1(b), the maximum aggregate number of Shares which may
be issued pursuant to all Awards (including Incentive Share Options) is (i) 4,036,760 and (ii) an automatic increase on January 1 of each year commencing with the first January 1 after the Original Effective Date and ending on the
tenth anniversary of the Original Effective Date equal to the least of (A) that number of Shares representing 3% of the then total issued and outstanding share capital of the Company as of December 31 of the preceding year or (B) such
lesser number as the Board shall determine. 
 (b)    To the extent that an Award terminates, expires, or lapses for
any reason, any Shares subject to the Award shall again be available for the grant of an Award pursuant to the Plan. To the extent permitted by Applicable Law or any exchange rule, Shares issued in assumption of, or in substitution for, any
outstanding awards of any entity acquired in any form or combination by the Company or any Parent or Subsidiary of the Company shall not be counted against Shares available for grant pursuant to the Plan. Shares delivered by the Participant or
withheld by the Company upon the exercise of any Award under the Plan, in payment of the exercise price thereof or tax withholding thereon, may again be optioned, granted or awarded hereunder, subject to the limitations of Section 3.1(a), If any
Restricted Shares are forfeited by the Participant or repurchased by the Company, such Shares may again be optioned, granted or awarded hereunder, subject to the limitations of Section 3.1(a). Notwithstanding the provisions of this
Section 3.1(b), no Shares may again be optioned, granted or awarded if such action would cause an Incentive Share Option to fail to qualify as an incentive share option under Section 422 of the Code. 

  
 6 













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

ARTICLE IV 

ELIGIBILITY AND PARTICIPATION 

4.1    Eligibility. Persons eligible to participate in this Plan include Employees, Consultants, and all members
of the Board, as determined by the Committee. 
 4.2    Participation. Subject to the provisions of the Plan,
the Committee may, from time to time, select from among all eligible individuals, those to whom Awards shall be granted and shall determine the nature and amount of each Award. No individual shall have any right to be granted an Award pursuant to
this Plan. 
 4.3    Jurisdictions. In order to assure the viability of Awards granted to Participants employed
in various jurisdictions, the Committee may provide for such special terms as it may consider necessary or appropriate to accommodate differences in local law, tax policy, or custom applicable in the jurisdiction in which the Participant resides or
is employed. Moreover, the Committee may approve such supplements to, or amendments, restatements, or alternative versions of, the Plan as it may consider necessary or appropriate for such purposes without thereby affecting the terms of the Plan as
in effect for any other purpose; provided, however, that no such supplements, amendments, restatements, or alternative versions shall increase the share limitations contained in Section 3.1 of the Plan. Notwithstanding the foregoing, the
Committee may not take any actions hereunder, and no Awards shall be granted, that would violate any Applicable Laws. 
 ARTICLE V

 OPTIONS 

5.1    General. The Committee is authorized to grant Options to Participants on the following terms and
conditions: 
 (a)    Exercise Price. The exercise price per Share subject to an Option shall be determined by
the Committee and set forth in the Award Agreement which may be a fixed or variable price related to the Fair Market Value of the Shares. The exercise price per Share subject to an Option may be adjusted in the absolute discretion of the Committee,
the determination of which shall be final, binding and conclusive. For the avoidance of doubt, to the extent not prohibited by Applicable Law or any exchange rule, a re-pricing of Options mentioned in the
preceding sentence shall be effective without the approval of the Company’s shareholders or the approval of the Participants. Notwithstanding the foregoing, the exercise price per Share subject to an Option shall not be increased without the
approval of the Participants. 

  
 7 













 (b)    Time and Conditions of Exercise. The Committee shall
determine the time or times at which an Option may be exercised in whole or in part, including exercise prior to vesting; provided that the term of any Option granted under the Plan shall not exceed ten years, except as provided in
Section 10.2. The Committee shall also determine any conditions, if any, that must be satisfied before all or part of an Option may be exercised. 

(c)    Payment. The Committee shall determine the methods by which the exercise price of an Option may be paid,
the form of payment, including, without limitation (i) to the extent permissible under the Applicable Laws, cash or check denominated in U.S. Dollars, (ii) cash or check in Chinese Renminbi, (iii) cash or check denominated in any
other local currency as approved by the Committee, (iv) the delivery to the Company of Shares held for such period of time as may be required by the Committee in order to avoid adverse financial accounting consequences and having a Fair Market
Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, (v) after the Trading Date the delivery of a notice that the Participant has placed a market sell order with a broker with respect
to Shares then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; provided that payment of such
proceeds is then made to the Company upon settlement of such sale, (vi) other property acceptable to the Committee with a Fair Market Value equal to the exercise price, or (vii) any combination of the foregoing. Notwithstanding any other
provision of the Plan to the contrary, no Participant who is a member of the Board or an “executive officer” of the Company within the meaning of Section 13(k) of the Exchange Act shall be permitted to pay the exercise price of an
Option in any method which would violate Section 13(k) of the Exchange Act. 
 (d)    Evidence of Grant.
All Options shall be evidenced by an Award Agreement between the Company and the Participant. The Award Agreement shall include such additional provisions as may be specified by the Committee. 

(e)    Effects of Termination of Employment or Service on Options. Termination of employment or service shall have
the following effects on Options granted to the Participants unless otherwise provided in the Award Agreement: 

(i)    Dismissal for Cause. Unless otherwise provided in the Award Agreement, if a Participant’s
employment by or service to the Service Recipient is terminated by the Service Recipient for Cause, the Participant’s Options will terminate upon such termination, whether or not the Option is then vested and/or exercisable; 

(ii)    Death or Disability. Unless otherwise provided in the Award Agreement, if a Participant’s
employment by or service to the Service Recipient terminates as a result of the Participant’s death or Disability: 

(1)    the Participant (or his or her legal representative or beneficiary, in the case of the
Participant’s Disability or death, respectively), will have until the date that is one year after the Participant’s termination of employment or service to exercise the Participant’s Options (or portion thereof) to the extent that
such Options were vested and exercisable on the date of the Participant’s termination of employment or service on account of death or Disability; 

  
 8 













 (2)    the Options, to the extent not vested and
exercisable on the date of the Participant’s termination of employment or service, shall terminate upon the Participant’s termination of employment or service on account of death or Disability; and 

(3)    the Options, to the extent exercisable for the one-year
period following the Participant’s termination of employment or service and not exercised during such period, shall terminate at the close of business on the last day of the one-year period. 

(iii)    Other Terminations of Employment or Service. Unless otherwise provided in the Award Agreement,
if a Participant’s employment by or service to the Service Recipient terminates for any reason other than a termination by the Service Recipient for Cause or because of the Participant’s death or Disability: 

(1)    the Participant will have until the date that is three months after the Participant’s
termination of employment or service to exercise his or her Options (or portion thereof) to the extent that such Options were vested and exercisable on the date of the Participant’s termination of employment or service; 

(2)    the Options, to the extent not vested and exercisable on the date of the Participant’s
termination of employment or service, shall terminate upon the Participant’s termination of employment or service; and 

(3)    the Options, to the extent exercisable for the three-month period following the Participant’s
termination of employment or service and not exercised during such period, shall terminate at the close of business on the last day of the three-month period. 

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

(a)    Expiration of Option. An Incentive Share Option may not be exercised to any extent by anyone after the
first to occur of the following events: 
 (i)    Five years from the date it is granted, unless an
earlier time is set in the Award Agreement; 
 (ii)    Three months after the Participant’s
termination of employment as an Employee; and 

  
 9 













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

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

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

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

(e)    Expiration of Incentive Share Options. No Award of an Incentive Share Option may be made pursuant to this
Plan after the tenth anniversary of the Effective Date. 
 (f)    Right to Exercise. During a Participant’s
lifetime, an Incentive Share Option may be exercised only by the Participant. 
 5.3    Substitution of Share
Appreciation Rights. The Committee may provide in the Award Agreement evidencing the grant of an Option that the Committee, in its sole discretion, shall have to right to substitute a Share Appreciation Right for such Option at any time prior to
or upon exercise of such Option, provided that such Share Appreciation Right shall be exercisable for the same number of shares of Share as such substituted Option would have been exercisable for. 

ARTICLE VI 

RESTRICTED SHARES 

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

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

  
 10 













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

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

ARTICLE VII 

RESTRICTED SHARE UNITS 

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

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

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

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

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

  
 11 













 ARTICLE VIII 

SHARE APPRECIATION RIGHTS 

8.1    Grant of Share Appreciation Rights. 

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

(b)    A Share Appreciation Right shall entitle the Participant (or other person entitled to exercise the Share
Appreciation Right pursuant to the Plan) to exercise all or a specified portion of the Share Appreciation Right (to the extent then exercisable pursuant to its terms) and to receive from the Company an amount determined by multiplying the difference
obtained by subtracting the exercise price per share of the Share Appreciation Right from the Fair Market Value of a Share on the date of exercise of the Share Appreciation Right by the number of Shares with respect to which the Share Appreciation
Right shall have been exercised, subject to any limitations the Committee may impose. 
 8.2    Payment and
Limitations on Exercise. 
 (a)    Payment of the amounts determined under Section 8.1(b) above shall be in
cash, in Shares (based on its Fair Market Value as of the date the Share Appreciation Right is exercised) or a combination of both, as determined by the Committee in the Award Agreement. 

(b)    To the extent payment for a Share Appreciation Right is to be made in cash the Award Agreements shall to the
extent necessary to comply with the requirements to Section 409A of the Code, specify the date of payment which may be different than the date of exercise of the Share Appreciation right. If the date of payment for a Share Appreciation Right is
later than the date of exercise, the Award Agreement may specify that the Participant be entitled to earnings on such amount until paid. 

(c)    To the extent any payment under Section 8.1(b) is effected in Shares it shall be made subject to satisfaction
of all provisions of Article V above pertaining to Options. 
 ARTICLE IX 

OTHER TYPES OF AWARDS 

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

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

  
 12 













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

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

9.6    Exercise Upon Termination of Employment or Service. An Award of Dividend Equivalents, Deferred Share, Share
Payments, and Restricted Share Units shall only be exercisable or payable while the Participant is an Employee, Consultant or a member of the Board, as applicable; provided, however, that the Committee in its sole and absolute discretion may provide
that an Award of Dividend Equivalents, Share Payments, Deferred Share, or Restricted Share Units may be exercised or paid subsequent to a termination of employment or service, as applicable, or following a Change of Control of the Company, or
because of the Participant’s retirement, death or Disability, or otherwise. 
 9.7    Form of Payment.
Payments with respect to any Awards granted under this Article IX shall be made in cash, in Shares or a combination of both, as determined by the Committee. 

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

PROVISIONS APPLICABLE TO AWARDS 

10.1    Stand-Alone and Tandem Awards. Awards granted pursuant to the Plan may, in the discretion of the
Committee, be granted either alone, in addition to, or in tandem with, any other Award granted pursuant to the Plan. Awards granted in addition to or in tandem with other Awards may be granted either at the same time as or at a different time from
the grant of such other Awards. 
 10.2    Award Agreement. Awards under the Plan shall be evidenced by Award
Agreements that set forth the terms, conditions and limitations for each Award which may include the term of an Award, the provisions applicable in the event the Participant’s employment or service terminates, and the Company’s authority
to unilaterally or bilaterally amend, modify, suspend, cancel or rescind an Award. 

  
 13 













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

10.4    Beneficiaries. Notwithstanding Section 10.3, a Participant may, in the manner determined by the
Committee, designate a beneficiary to exercise the rights of the Participant and to receive any distribution with respect to any Award upon the Participant’s death. A beneficiary, legal guardian, legal representative, or other person claiming
any rights pursuant to the Plan is subject to all terms and conditions of the Plan and any Award Agreement applicable to the Participant, except to the extent the Plan and Award Agreement otherwise provide, and to any additional restrictions deemed
necessary or appropriate by the Committee. If the Participant is married and resides in a community property state, a designation of a person other than the Participant’s spouse as his or her beneficiary with respect to more than 50% of the
Participant’s interest in the Award shall not be effective without the prior written consent of the Participant’s spouse. If no beneficiary has been designated or survives the Participant, payment shall be made to the person entitled
thereto pursuant to the Participant’s will or the laws of descent and distribution. Subject to the foregoing, a beneficiary designation may be changed or revoked by a Participant at any time provided the change or revocation is filed with the
Committee. 
 10.5    Share Certificates. 

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

(b)    Notwithstanding any other provision of the Plan, unless otherwise determined by the Committee or required by
Applicable Laws, the Company shall not deliver to any Participant certificates evidencing Shares issued in connection with any Award and instead such Shares shall be recorded on the books of the Company or, as applicable, its transfer agent or share
plan administrator. 

  
 14 













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

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

CHANGES IN CAPITAL STRUCTURE 

11.1    Adjustments. In the event of any dividend, share split, combination or exchange of Shares, amalgamation,
arrangement or consolidation, spin-off, recapitalization or other distribution (other than normal cash dividends) of Company assets to its shareholders, or any other change affecting the Shares or the share
price of a Share, the Committee shall make such proportionate adjustments, if any, as deemed appropriate or necessary by the Committee to reflect such change with respect to (a) the aggregate number and type of shares that may be issued under
the Plan (including, but not limited to, adjustments of the limitations in Section 3.1); (b) the terms and conditions of any outstanding Awards (including, without limitation, any applicable performance targets or criteria with respect
thereto); and (c) the grant or exercise price per share for any outstanding Awards under the Plan. 

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

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

  
 15 













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

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

 ADMINISTRATION 

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

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

  
 16 













 (a)    Designate Participants to receive Awards; 

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

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

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

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

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

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

(h)    Establish, adopt, or revise any rules and regulations as it may deem necessary or advisable to administer the
Plan; 
 (i)    Interpret the terms of, and any matter arising pursuant to, the Plan or any Award Agreement; 

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

(k)    Make all other decisions and determinations that may be required pursuant to the Plan or as the Committee deems
necessary or advisable to administer the Plan, including design and adopt from time to time new types of Awards that are in compliance with Applicable Laws. 

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

ARTICLE XIII 

EFFECTIVE AND EXPIRATION DATE 

13.1    Effective Date. If, within twelve (12) months of the date on which the Board adopts the Plan (the
“Board Adoption Date”), the Plan is approved by the shareholders of the Company or, alternatively, if the Company has sought and effected a home country practice exemption from shareholder approval pursuant to Rule 5615(a)(3) of the Nasdaq
listing rules applicable to foreign private issuers, this Plan shall become effective as of the date of such shareholder approval or effectiveness of such home country practice exemption, as applicable (the “Effective Date”). The Plan will
be deemed to be approved by the shareholders if it receives the affirmative vote of the holders of a majority of the share capital of the Company present or represented and entitled to vote at a meeting duly held in accordance with the applicable
provisions of the Company’s Memorandum of Association and Articles of Association. 

  
 17 













 13.2    Replacement of Original Plan. The Plan shall replace the
previously adopted Amended and Restated Global Share Incentive Plan in its entirety. The Awards granted and outstanding under the Amended and Restated Global Share Incentive Plan and the evidencing original Award Agreements shall remain effective
and binding under the Plan, subject to any amendment and modification to the original Award Agreements that the Committee, in its sole discretion, shall determine. 

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

ARTICLE XIV 

AMENDMENT, MODIFICATION, AND TERMINATION 

14.1    Amendment, Modification, and Termination. With the approval of the Board, at any time and from time to
time, the Committee may terminate, amend or modify the Plan; provided, however, that to the extent necessary and desirable to comply with any applicable law, regulation, or stock exchange rule, unless the Company decides to follow home country
practice pursuant to Rule 5615(a)(3) of the Nasdaq listing rules applicable to foreign private issuers, the Company shall obtain shareholder approval of any Plan amendment in such a manner and to such a degree as required, including any
amendment to the Plan that (i) increases the number of Shares available under the Plan (other than any adjustment as provided by Article XI), (ii) permits the Committee to extend the exercise period for an Option beyond ten years from the date
of grant, or (iii) results in a change in eligibility requirements. 
 14.2    Awards Previously Granted.
Except with respect to amendments made pursuant to Section 14.1, no termination, amendment, or modification of the Plan shall adversely affect in any material way any Award previously granted pursuant to the Plan without the prior written
consent of the Participant. 
 ARTICLE XV 

GENERAL PROVISIONS 

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

15.2    No Shareholders Rights. No Award gives the Participant any of the rights of a Shareholder of the Company
unless and until Shares are in fact issued to such person in connection with such Award. 
 15.3    Taxes. No
Shares shall be delivered under the Plan to any Participant until such Participant has made arrangements acceptable to the Committee for the satisfaction of any income and employment tax withholding obligations under Applicable Laws, including
without limitation the PRC tax laws, rules, regulations and government orders or the U.S. Federal, state or local tax laws, as applicable. The Company or any Subsidiary shall have the authority and the right to deduct or withhold, or require a
Participant to remit to the Company, an amount sufficient to satisfy federal, state, local and foreign taxes (including the Participant’s payroll tax obligations) required by law to be withheld with respect to any taxable event concerning a
Participant arising as a result of this Plan. The Committee may in its discretion and in satisfaction of the foregoing requirement allow a Participant to elect to have the Company withhold Shares otherwise issuable under an Award (or allow the
return of Shares) having a Fair Market Value equal to the sums required to be withheld. Notwithstanding any other provision of the Plan, the number of Shares which may be withheld with respect to the issuance, vesting, exercise or payment of any
Award (or which may be repurchased from the Participant of such Award after such Shares were acquired by the Participant from the Company) in order to satisfy the Participant’s federal, state, local and foreign income and payroll tax
liabilities with respect to the issuance, vesting, exercise or payment of the Award shall, unless specifically approved by the Committee, be limited to the number of Shares which have a Fair Market Value on the date of withholding or repurchase
equal to the aggregate amount of such liabilities based on the minimum statutory withholding rates for federal, state, local and foreign income tax and payroll tax purposes that are applicable to such supplemental taxable income. 

  
 18 













 15.4    No Right to Employment or Services. Nothing in the Plan
or any Award Agreement shall interfere with or limit in any way the right of the Service Recipient to terminate any Participant’s employment or services at any time, nor confer upon any Participant any right to continue in the employment or
service of any Service Recipient. 
 15.5    Unfunded Status of Awards. The Plan is intended to be an
“unfunded” plan for incentive compensation. With respect to any payments not yet made to a Participant pursuant to an Award, nothing contained in the Plan or any Award Agreement shall give the Participant any rights that are greater than
those of a general creditor of the Company or any Subsidiary. 
 15.6    Indemnification. To the extent
allowable pursuant to Applicable Laws, each member of the Committee or of the Board shall be indemnified and held harmless by the Company from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by such member in
connection with or resulting from any claim, action, suit, or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action or failure to act pursuant to the Plan and against and from any and all amounts
paid by him or her in satisfaction of judgment in such action, suit, or proceeding against him or her; provided he or she gives the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and
defend it on his or her own behalf. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled pursuant to the Company’s Memorandum of Association and Articles of
Association, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless. 

15.7    Relationship to other Benefits. No payment pursuant to the Plan shall be taken into account in determining
any benefits pursuant to any pension, retirement, savings, profit sharing, group insurance, welfare or other benefit plan of the Company or any Subsidiary except to the extent otherwise expressly provided in writing in such other plan or an
agreement thereunder. 
 15.8    Expenses. The expenses of administering the Plan shall be borne by the Company
and its Subsidiaries. 
 15.9    Titles and Headings. The titles and headings of the Sections in the Plan are
for convenience of reference only and, in the event of any conflict, the text of the Plan, rather than such titles or headings, shall control. 

15.10    Fractional Shares. If an exercise of any Award shall result in the creation of a fractional Share under
the Award, the Committee may determine, in its discretion, whether (i) such fractional Share shall be issued, or (ii) cash (in the amount equal to the product of such fraction multiplied by the Fair Market Value of a Share on the date the
fractional Share otherwise would have been issued) shall be given in lieu of such fractional Share, or (iii) such fractional Share shall be eliminated by rounding up or down as appropriate. 

  
 19 













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

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

15.13    Governing Law. The Plan and all Award Agreements shall be construed in accordance with and governed by
the laws of the Cayman Islands. 
 15.14    Section 409A. To the extent that the Committee determines that any
Award granted under the Plan is or may become subject to Section 409A of the Code, the Award Agreement evidencing such Award shall incorporate the terms and conditions required by Section 409A of the Code. To the extent applicable, the
Plan and the Award Agreements shall be interpreted in accordance with Section 409A of the Code and the U.S. Department of Treasury regulations and other interpretative guidance issued thereunder, including without limitation any such regulation
or other guidance that may be issued after the Effective Date. If an amount payable under an Award as a result of the Participant’s termination of employment (other than due to death) occurring while the Participant is a “specified
employee” under Section 409A of the Code constitutes a deferral of compensation subject to Section 409A of the Code, then payment of such amount shall not occur until six months and one day after the date of the Participant’s
termination of employment, except as permitted under Section 409A of the Code. If the Award includes a “series of installment payments” (within the meaning of Section 1.409A-2(b)(2)(iii) of the U.S. Department of Treasury
guidance), the Participant’s right to the series of installment payments shall be treated as a right to a series of separate payments and not as a right to a single payment, and if the Award includes “dividend equivalents” (within the
meaning of Section 1.409A-3(e) of the U.S. Department of Treasury guidance), the Participant’s right to the dividend equivalents shall be treated separately from the right to other amounts under the Award. Notwithstanding any provision of
the Plan to the contrary, in the event that following the Effective Date the Committee determines that any Award may be subject to Section 409A of the Code and related Department of Treasury guidance (including such Department of Treasury
guidance as may be issued after the Effective Date), the Committee may adopt such amendments to the Plan and the applicable Award agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive
effect), or take any other actions, that the Committee determines is necessary or appropriate to (a) exempt the Award from Section 409A of the Code and /or preserve the intended tax treatment of the benefits provided with respect to the
Award, or (b) comply with the requirements of Section 409A of the Code and related U.S. Department of Treasury guidance. 

  
 20 













 15.15    Appendices. The Committee may approve such supplements,
amendments or appendices to the Plan as it may consider necessary or appropriate for purposes of compliance with applicable laws or otherwise and such supplements, amendments or appendices shall be considered a part of the Plan; provided, however,
that no such supplements shall increase the share limitations contained in Section 3.1 of the Plan. 
 * * * * * 

  
 21