**Exhibit 4.3**

**3SBIO INC.**

**2010 EQUITY INCENTIVE PLAN**

1. Purposes of the Plan. The purposes of this Plan are to attract and retain the best available personnel, to provide additionalincentives to Employees, Directors and Consultants and to promote the success of the Company’s business. 

2.Definitions. The following definitions shall apply as used herein and in the individual Award Agreements except as defined otherwise in an individual Award Agreement. In the event a term is separately defined in an individual Award Agreement,such definition shall supersede the definition contained in this Section 2. 

(a) “Administrator” meansthe Board or any of the Committees appointed to administer the Plan in accordance with Section 4(a). 

(b)“ADS” means an American Depositary Share of the Company, each of which represents seven (7) Ordinary Shares as of the effective date of the Plan. 

(c) “Affiliate” and “Associate” shall have the respective meanings ascribed to such terms inRule 12b-2 promulgated under the Exchange Act. 

(d) “Applicable Laws” means the legal requirementsrelating to the Plan and the Awards under applicable provisions of U.S. federal securities laws, state corporate and securities laws, the Code, the laws of the Cayman Islands and the People’s Republic of China, the rules of any applicable stockexchange or national market system, and the rules of any non-U.S. jurisdiction applicable to Awards granted to residents therein. 

(e) “Assumed” means that pursuant to a Corporate Transaction either (i) the Award is expressly affirmed by theCompany or (ii) the contractual obligations represented by the Award are expressly assumed (and not simply by operation of law) by the successor entity or its Parent in connection with the Corporate Transaction with appropriate adjustments tothe number and type of securities of the successor entity or its Parent subject to the Award so assumed and the exercise or purchase price thereof which at least preserves the compensation element of the Award existing at the time of the CorporateTransaction as determined in accordance with the instruments evidencing the agreement to assume the Award. 

(f)“Award” means the grant of an Option, SAR, Dividend Equivalent Right, Restricted Share, Restricted Share Unit or other right or benefit under the Plan. 

(g) “Award Agreement” means the written agreement evidencing the grant of an Award executed by the Company and theGrantee, including any amendments thereto. 

(h) “Board” means the Board of Directors of the Company. 

(i) [Reserved] 

(j) “Change in Control” means a change in ownership or control of the Company effected through either of the followingtransactions: 

(1) the direct or indirect acquisition by any person or related group of persons (other than an acquisitionfrom 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 ofRule 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 theCompany’s shareholders which a majority of the Continuing Directors who are not Affiliates or Associates of the offeror do not recommend such shareholders accept, or 

(2) a change in the composition of the Board over a period of twelve (12) months or less such that a majority of the Board members(rounded up to the next whole number) ceases, by reason of one or more contested elections for Board membership, to be comprised of individuals who are Continuing Directors. 

(k) “Code” means the Internal Revenue Code of 1986, as amended. 

(l) “Committee” means any committee composed of members of the Board appointed by the Board to administer the Plan.

(m) “Company” means 3SBio Inc., a corporation formed under the laws of the Cayman Islands, or any successorentity that adopts the Plan in connection with a Corporate Transaction. 

(n) “Consultant” means any person(other than an Employee or a Director, solely with respect to rendering services in such person’s capacity as a Director) who is engaged by the Company or any Related Entity to render consulting or advisory services to the Company or suchRelated Entity. 

(o) “Continuing Directors” means members of the Board who either (i) have been Boardmembers continuously for a period of at least twelve (12) months or (ii) have been Board members for less than twelve (12) months and were elected or nominated for election as Board members by at least a majority of the Board membersdescribed in clause (i) who were still in office at the time such election or nomination was approved by the Board. 

(p)“Continuous Service” means that the provision of services to the Company or a Related Entity in any capacity of Employee, Director or Consultant is not interrupted or terminated. In jurisdictions requiring notice in advance of aneffective termination as an 

Employee, Director or Consultant, Continuous Service shall be deemed terminated upon the actual cessation of providing services to the Company or a Related Entity notwithstanding any requirednotice period that must be fulfilled before a termination as an Employee, Director or Consultant can be effective under Applicable Laws. A Grantee’s Continuous Service shall be deemed to have terminated either upon an actual termination ofContinuous Service or upon the entity for which the Grantee provides services ceasing to be a Related Entity. Continuous Service shall not be considered interrupted in the case of (i) any approved leave of absence, (ii) transfers among theCompany, any Related Entity, or any successor, in any capacity of Employee, Director or Consultant, or (iii) any change in status as long as the individual remains in the service of the Company or a Related Entity in any capacity of Employee,Director or Consultant (except as otherwise provided in the Award Agreement). Notwithstanding the foregoing, except as otherwise determined by the Administrator, in the event of any spin-off of a Related Entity, service as an Employee, Director orConsultant for such Related Entity following such spin-off shall be deemed to be Continuous Service for purposes of the Plan and any Award under the Plan. An approved leave of absence shall include sick leave, military leave, or any other authorizedpersonal leave. For purposes of each Incentive Stock Option granted under the Plan, if such leave exceeds three (3) months, and reemployment upon expiration of such leave is not guaranteed by statute or contract, then the Incentive Stock Optionshall be treated as a Non-Qualified Stock Option on the day three (3) months and one (1) day following the expiration of such three (3) month period. 

(q) “Corporate Transaction” means any of the following transactions, provided, however, that the Administrator shalldetermine under parts (iv) and (v) whether multiple transactions are related, and its determination shall be final, binding and conclusive: 

(1) a merger or consolidation in which the Company is not the surviving entity, except for a transaction the principal purpose of whichis to change the state in which the Company is incorporated; 

(2) the sale, transfer or other disposition of all orsubstantially all of the assets of the Company; 

(3) the complete liquidation or dissolution of the Company; 

(4) any reverse merger or series of related transactions culminating in a reverse merger (including, but not limited to, a tender offerfollowed by a reverse merger) in which the Company is the surviving entity but (A) the Ordinary Shares outstanding immediately prior to such merger are converted or exchanged by virtue of the merger into other property, whether in the form ofsecurities, cash or otherwise, or (B) in which securities possessing more than forty percent (40%) of the total combined voting power of the Company’s outstanding securities are transferred to a person or persons different from thosewho held such securities immediately prior to such merger or the initial transaction culminating in such merger, but excluding any such transaction or series of related transactions that the Administrator determines shall not be a CorporateTransaction; or 

(5) acquisition in a single or series of related transactions by any person or relatedgroup 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 totalcombined voting power of the Company’s outstanding securities, but excluding any such transaction or series of related transactions that the Administrator determines shall not be a Corporate Transaction. 

(r) “Director” means a member of the Board or the board of directors of any Related Entity. 

(s) “Disability” means as defined under the long-term disability policy of the Company or the Related Entity to whichthe Grantee provides services regardless of whether the Grantee is covered by such policy. If the Company or the Related Entity to which the Grantee provides service does not have a long-term disability plan in place, “Disability” meansthat a Grantee is unable to carry out the responsibilities and functions of the position held by the Grantee by reason of any medically determinable physical or mental impairment for a period of not less than ninety (90) consecutive days. AGrantee will not be considered to have incurred a Disability unless he or she furnishes proof of such impairment sufficient to satisfy the Administrator in its discretion. 

(t) “Dividend Equivalent Right” means a right entitling the Grantee to compensation measured by dividends paid withrespect to Ordinary Shares. 

(u) “Employee” means any person, including an Officer or Director, who is in theemploy of the Company or any Related Entity, subject to the control and direction of the Company or any Related Entity as to both the work to be performed and the manner and method of performance. The payment of a director’s fee by the Companyor a Related Entity shall not be sufficient to constitute “employment” by the Company. 

(v) “ExchangeAct” means the Securities Exchange Act of 1934, as amended. 

(w) “Fair Market Value” means, as ofany date, the value of Shares determined as follows: 

(1) If the Shares are listed on one or more established stock exchangesor national market systems, including without limitation The NASDAQ Global Select Market, The NASDAQ Global Market or The NASDAQ Capital Market of The NASDAQ Stock Market LLC, 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 Administrator) on the date of determination (or, if no closing sales price or closing bid was reportedon that date, as applicable, on the last trading date such closing sales price or closing bid was reported), as reported in The Wall Street Journal or such other source as the Administrator deems reliable; 

(2) If the Shares are regularly quoted on an automated quotation system (including the OTCBulletin 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 inThe Wall Street Journal or such other source as the Administrator deems reliable; or 

(3) In the absence of an establishedmarket for the Shares of the type described in (i) and (ii), above, the Fair Market Value thereof shall be determined by the Administrator in good faith. 

(x) [Reserved] 

(y) “Grantee” means an Employee, Director or Consultant who receives an Award under the Plan. 

(z) “Incentive Stock Option” means an Option intended to qualify as an incentive stock option within the meaning ofSection 422 of the Code. 

(aa) “Non-Qualified Stock Option” means an Option not intended to qualify asan Incentive Stock Option. 

(bb) “Officer” means a person who is an officer of the Company or a RelatedEntity within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder. 

(cc)“Option” means an option to purchase Shares pursuant to an Award Agreement granted under the Plan. 

(dd)“Ordinary Share” means an ordinary share, US$0.0001 par value, of the Company. 

(ee)“Parent” means a “parent corporation”, whether now or hereafter existing, as defined in Section 424(e) of the Code. 

(ff) “Plan” means this 2010 Equity Incentive Plan. 

(gg) “Related Entity” means any Parent or Subsidiary of the Company, as well as any entity which is deemed a variableinterest entity of the Company or any Parent or Subsidiary under applicable accounting principles. 

(hh)“Replaced” means that pursuant to a Corporate Transaction the Award is replaced with a comparable share award or a cash incentive program of the Company, the successor entity (if applicable) or Parent of either of them whichpreserves the compensation 

element of such Award existing at the time of the Corporate Transaction and provides for subsequent payout in accordance with the same (or a more favorable) vesting schedule applicable to suchAward. The determination of Award comparability shall be made by the Administrator and its determination shall be final, binding and conclusive. 

(ii) “Restricted Share” means Shares issued under the Plan to the Grantee for such consideration, if any, and subject tosuch restrictions on transfer, rights of first refusal, repurchase provisions, forfeiture provisions, and other terms and conditions as established by the Administrator. 

(jj) “Restricted Share Units” means an Award which may be earned in whole or in part upon the passage of time or theattainment of performance criteria established by the Administrator and which may be settled for cash, Shares or other securities or a combination of cash, Shares or other securities as established by the Administrator. 

(kk) “Rule 16b-3” means Rule 16b-3 promulgated under the Exchange Act or any successor thereto. 

(ll) “SAR” means a share appreciation right entitling the Grantee to Shares or cash compensation, as established by theAdministrator, measured by appreciation in the value of Shares. 

(mm) “Share” means an Ordinary Share or anADS. 

(nn) “Subsidiary” means a “subsidiary corporation”, whether now or hereafter existing, asdefined in Section 424(f) of the Code. 

(oo) “Total Reserve” means, subject to all the applicableprovisions of this Plan, the maximum aggregate number of Shares that may be issued pursuant to Awards. 

3. Shares Subjectto the Plan. 

(a) Initial Authorization: Subject to the provisions of this Section, Section 10 below, and anyother applicable Sections, the Total Reserve *initially* shall be **22,500,000 Ordinary Shares.**

(b) Adjustmentupon New Issuance of Shares: On the first business day of each calendar year, commencing in 2011, the Total Reserve shall be increased by: (1) a number of Ordinary Shares such that the Total Reserve equals 15% of the total number ofOrdinary Shares issued and outstanding as of such date; or (2) any lesser number, if so elected by the Administrator. 

(c) Fixed Reserve For ISO: Subject to the provisions of Section 10 below, and as part of the Total Reserve, the maximumaggregate number of Shares available for grant of Incentive Stock Options shall be 4,500,000 Ordinary Shares, and such number shall not be subject to any adjustment as described above Section 3(b). 

(d) SAR Reserve Reduction by Actual Issuance: SARs payable in Shares shall reduce theTotal Reserve only by the net number of actual Shares issued to the Grantee upon exercise of the SAR 

(e) Source ofShares: The Shares to be issued pursuant to Awards may be authorized, but unissued Shares; or reacquired Shares. 

(f)ADS Calculation: For purposes of calculating the number of Ordinary Shares under the Plan (and for purposes of calculating any limit set forth herein), an ADS shall be deemed to be equal to a number of Ordinary Shares determined bymultiplying (i) the number of ADSs by (ii) the ADS Multiplier. For purposes of the previous sentence, “ADS Multiplier” means the number of Ordinary Shares corresponding to one (1) ADS. 

(g) Reissuance: Any Shares covered by an Award (or portion of an Award) which is forfeited, canceled or expires (whethervoluntarily or involuntarily) shall be deemed not to have been issued for purposes of determining the Total Reserve. Shares that actually have been issued under the Plan pursuant to an Award shall not be returned to the Plan and shall not becomeavailable for future issuance under the Plan, except that if unvested Shares are forfeited, or repurchased by the Company at the lower of their original purchase price or their Fair Market Value at the time of repurchase, such Shares shall becomeavailable for future grant under the Plan. To the extent not prohibited by the listing requirements of The NASDAQ Stock Market LLC (or other established stock exchange or national market system on which the Shares are traded) or Applicable Law, anyShares covered by an Award which are surrendered (i) in payment of the Award exercise or purchase price (including pursuant to the “net exercise” of an option pursuant to Section 7(b)(v)) or (ii) in satisfaction of taxwithholding obligations incident to the exercise of an Award shall be deemed not to have been issued for purposes of determining the Total Reserve, unless otherwise determined by the Administrator. 

4. Administration of the Plan. 

(a) Plan Administrator. 

(1) Administration with Respect to Directors and Officers. With respect to grants of Awards to Directors or Employees who arealso Officers or Directors of the Company, the Plan shall be administered by (A) the Board or (B) a Committee designated by the Board, which Committee shall be constituted in such a manner as to satisfy the Applicable Laws and, to theextent applicable, to permit such grants and related transactions under the Plan to be exempt from Section 16(b) of the Exchange Act in accordance with Rule 16b-3. Once appointed, such Committee shall continue to serve in its designatedcapacity until otherwise directed by the Board. 

(2) Administration With Respect to Consultants and Other Employees.With respect to grants of Awards to Employees or Consultants who are neither Directors nor Officers of the Company, the Plan shall be administered by (A) the Board or (B) a Committee designated by the Board, which Committee shall beconstituted in such a manner as to satisfy the 

Applicable Laws. Once appointed, such Committee shall continue to serve in its designated capacity until otherwise directed by the Board. The Board may authorize one or more Officers to grantsuch Awards and may limit such authority as the Board determines from time to time. 

(3) Administration Errors. In theevent an Award is granted in a manner inconsistent with the provisions of this subsection (a), such Award shall be presumptively valid as of its grant date to the extent permitted by the Applicable Laws. 

(b) Powers of the Administrator. Subject to Applicable Laws and the provisions of the Plan (including any other powers given tothe Administrator hereunder), and except as otherwise provided by the Board, the Administrator shall have the authority, in its discretion: 

(1) to select the Employees, Directors and Consultants to whom Awards may be granted from time to time hereunder; 

(2) to determine whether and to what extent Awards are granted hereunder; 

(3) to determine the number of Shares or the amount of other consideration to be covered by each Award granted hereunder; 

(4) to approve forms of Award Agreements for use under the Plan; 

(5) to determine the terms and conditions of any Award granted hereunder; 

(6) to amend the terms of any outstanding Award granted under the Plan, provided that any amendment that would adversely affect theGrantee’s rights under an outstanding Award shall not be made without the Grantee’s written consent, provided, however, that an amendment or modification that may cause an Incentive Stock Option to become a Non-Qualified Stock Option shallnot be treated as adversely affecting the rights of the Grantee; 

(7) to construe and interpret the terms of the Plan andAwards, including without limitation, any notice of award or Award Agreement, granted pursuant to the Plan; 

(8) to grantAwards to Employees, Directors and Consultants employed outside the United States on such terms and conditions different from those specified in the Plan as may, in the judgment of the Administrator, be necessary or desirable to further the purposeof the Plan; and 

(9) to take such other action, not inconsistent with the terms of the Plan, as the Administrator deemsappropriate. 

The express grant in the Plan of any specific power to the Administrator shall not be construed as limiting any power orauthority of the Administrator; provided that the Administrator may not 

exercise any right or power reserved to the Board. Any decision made, or action taken, by the Administrator or in connection with the administration of this Plan shall be final, conclusive andbinding on all persons having an interest in the Plan. 

(c) Indemnification. In addition to such other rights ofindemnification as they may have as members of the Board or as Officers or Employees of the Company or a Related Entity, members of the Board and any Officers or Employees of the Company or a Related Entity to whom authority to act for the Board,the Administrator or the Company is delegated shall be defended and indemnified by the Company to the extent permitted by law on an after-tax basis against all reasonable expenses, including attorneys’ fees, actually and necessarily incurred inconnection with the defense of any claim, investigation, action, suit or proceeding, or in connection with any appeal therein, to which they or any of them may be a party by reason of any action taken or failure to act under or in connection withthe Plan, or any Award granted hereunder, and against all amounts paid by them in settlement thereof (provided such settlement is approved by the Company) or paid by them in satisfaction of a judgment in any such claim, investigation, action, suitor proceeding, except in relation to matters as to which it shall be adjudged in such claim, investigation, action, suit or proceeding that such person is liable for gross negligence, bad faith or intentional misconduct; provided, however, thatwithin thirty (30) days after the institution of such claim, investigation, action, suit or proceeding, such person shall offer to the Company, in writing, the opportunity at the Company’s expense to defend the same. 

5. Eligibility. Awards other than Incentive Stock Options may be granted to Employees, Directors and Consultants. An Employee,Director or Consultant who has been granted an Award may, if otherwise eligible, be granted additional Awards. Awards may be granted to such Employees, Directors or Consultants who are residing in non-U.S. jurisdictions as the Administrator maydetermine from time to time. 

(a) Eligibility-ISO: Incentive Stock Options may be granted only to Employees of theCompany or a Parent or a Subsidiary of the Company. 

6. Terms and Conditions of Awards. 

(a) Types of Awards. The Administrator is authorized under the Plan to award any type of arrangement to an Employee, Director orConsultant that is not inconsistent with the provisions of the Plan and that by its terms involves or might involve the issuance of (i) Shares, (ii) cash or (iii) an Option, a SAR, or similar right with a fixed or variable pricerelated to the Fair Market Value of the Shares and with an exercise or conversion privilege related to the passage of time, the occurrence of one or more events, or the satisfaction of performance criteria or other conditions. Such awards include,without limitation, Options, SARs, sales or bonuses of Restricted Shares, Restricted Share Units or Dividend Equivalent Rights, and an Award may consist of one such security or benefit, or two (2) or more of them in any combination oralternative. 

(b) Designation of Award. Each Award shall be designated in the Award Agreement.

i. Option Designation: In the case of an Option, the Option shall be designated as either an Incentive Stock Option ora Non-Qualified Stock Option. 

ii. $100,000 Limit for ISO: Notwithstanding the designation above underSection 6(b)(i), an Option will qualify as an Incentive Stock Option under the Code only to the extent the $100,000 limitation of Section 422(d) of the Code is not exceeded. The $100,000 limitation of Section 422(d) of the Code iscalculated based on the aggregate Fair Market Value of the Shares subject to Options designated as Incentive Stock Options which become exercisable for the first time by a Grantee during any calendar year (under all plans of the Company or anyParent or Subsidiary of the Company). For purposes of this calculation, Incentive Stock Options shall be taken into account in the order in which they were granted, and the Fair Market Value of the Shares shall be determined as of the grant date ofthe relevant Option. In the event that the Code or the regulations promulgated thereunder are amended after the date the Plan becomes effective to provide for a different limit on the Fair Market Value of Shares permitted to be subject to IncentiveStock Options, then such different limit will be automatically incorporated herein and will apply to any Options granted after the effective date of such amendment. 

(c) Conditions of Award. Subject to the terms of the Plan, the Administrator shall determine the provisions, terms, and conditionsof each Award including, but not limited to, the Award vesting schedule, repurchase provisions, rights of first refusal, forfeiture provisions, form of payment (cash, Shares, or other consideration) upon settlement of the Award, paymentcontingencies, and satisfaction of any performance criteria. 

(1) Performance Criteria. The performancecriteria established by the Administrator may be based on any one of, or combination of, the following: (i) increase in share price, (ii) earnings per share, (iii) total shareholder return, (iv) operating margin, (v) grossmargin, (vi) return on equity, (vii) return on assets, (viii) return on investment, (ix) operating income, (x) net operating income, (xi) pre-tax profit, (xii) cash flow, (xiii) revenue, (xiv) expenses,(xv) earnings before interest, taxes and depreciation, (xvi) economic value added and (xvii) market share. The performance criteria may be applicable to the Company, Related Entities and/or any individual business units of the Companyor any Related Entity. Partial achievement of the specified criteria may result in a payment or vesting corresponding to the degree of achievement as 

specified in the Award Agreement. In addition, the performance criteria shall be calculated in accordance with generally accepted accounting principles, but excluding the effect (whether positiveor negative) of any change in accounting standards and any extraordinary, unusual or nonrecurring item, as determined by the Administrator, occurring after the establishment of the performance criteria applicable to the Award intended to beperformance-based compensation. Each such adjustment, if any, shall be made solely for the purpose of providing a consistent basis from period to period for the calculation of performance criteria in order to prevent the dilution or enlargement ofthe Grantee’s rights with respect to an Award intended to be performance-based compensation. 

(d) Acquisitions andOther Transactions. The Administrator may issue Awards under the Plan in settlement, assumption or substitution for, outstanding awards or obligations to grant future awards in connection with the Company or a Related Entity acquiring anotherentity, an interest in another entity or an additional interest in a Related Entity whether by merger, stock purchase, asset purchase or other form of transaction. 

(e) Deferral of Award Payment. The Administrator may establish one or more programs under the Plan to permit selected Grantees theopportunity to elect to defer receipt of consideration upon exercise of an Award, satisfaction of performance criteria, or other event that absent the election would entitle the Grantee to payment or receipt of Shares or other consideration under anAward. The Administrator may establish the election procedures, the timing of such elections, the mechanisms for payments of, and accrual of interest or other earnings, if any, on amounts, Shares or other consideration so deferred, and such otherterms, conditions, rules and procedures that the Administrator deems advisable for the administration of any such deferral program. 

(f) Separate Programs. The Administrator may establish one or more separate programs under the Plan for the purpose of issuingparticular forms of Awards to one or more classes of Grantees on such terms and conditions as determined by the Administrator from time to time. 

(g) Investment Allowance of Deferral. If the vesting or receipt of Shares under an Award is deferred to a later date, any amount(whether denominated in Shares or cash) paid in addition to the original number of Shares subject to such Award will not be treated as an increase in the number of Shares subject to the Award if the additional amount is based either on a reasonablerate of interest or on one or more predetermined actual investments such that the amount payable by the Company at the later date will be based on the actual rate of return of a specific investment (including any decrease as well as any increase inthe value of an investment). 

(h) Early Exercise. The Award Agreement may, but need not, include a provision wherebythe Grantee may elect at any time while an Employee, Director or Consultant to exercise any part or all of the Award prior to full vesting of the Award. Any unvested Shares 

received pursuant to such exercise may be subject to a repurchase right in favor of the Company or a Related Entity or to any other restriction the Administrator determines to be appropriate.

(i) Term of Award. The term of each Award shall be the term stated in the Award Agreement, provided that 

(1) Deferral Disregarded. The specified term of any Award shall not include any period for which, pursuant to Section 10(e)above, the Grantee has elected to defer the receipt of the Shares or cash issuable pursuant to the Award. 

(2) ISOTerm. The term of an Incentive Stock Option shall be no more than ten (10) years from the date of grant thereof. However, in the case of an Incentive Stock Option granted to a Grantee who, at the time the Option is granted, owns Sharesrepresenting more than ten percent (10%) of the voting power of all classes of shares of the Company or any Parent or Subsidiary of the Company, the term of the Incentive Stock Option shall be five (5) years from the date of grantthereof or such shorter term as may be provided in the Award Agreement. 

(j) Transferability of Awards. 

(1) ISO Limited Transferability: Incentive Stock Options may not be sold, pledged, assigned, hypothecated, transferred, ordisposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the Grantee, only by the Grantee. 

(2) Other Awards: Other Awards shall be transferable (i) by will and by the laws of descent and distribution and(ii) during the lifetime of the Grantee, to the extent and in the manner authorized by the Administrator. Notwithstanding the foregoing, the Grantee may designate one or more beneficiaries of the Grantee’s Award in the event of theGrantee’s death on a beneficiary designation form provided by the Administrator. 

(3) Related Person or Entity:Notwithstanding anything to the contrary in this Plan, the Administrator may permit any Award to be transferred to certain persons or entities related to a Grantee, including but not limited to the members of the Grantee’s immediate family,trusts or other entities controlled by or whose beneficiaries or beneficial owners are the Grantee and/or members of the Grantee’s immediate family, pursuant to such conditions and procedures, including limitations on subsequent transfers, andthe acceptance by the transferee or transferees of the terms and 

conditions with respect to the Award, and any other conditions and procedures, as the Administrator may establish. 

(k) Time of Granting Awards. The date of grant of an Award shall for all purposes be the date on which the Administrator makes thedetermination to grant such Award, or such other later date as is determined by the Administrator. 

7. Award Exercise orPurchase Price, Consideration and Taxes. 

(a) Exercise or Purchase Price. The exercise or purchase price, if any,for an Award shall be as follows: 

(1) In the case of an Incentive Stock Option: 

(A) granted to an Employee who, at the time of the grant of such Incentive Stock Option owns shares representing more than ten percent(10%) of the voting power of all classes of shares of the Company or any Parent or Subsidiary of the Company, the per Share exercise price shall be not less than one hundred ten percent (110%) of the Fair Market Value per Share on the dateof grant; or 

(B) granted to any Employee other than an Employee described in the preceding paragraph, the per Share exerciseprice shall be not less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant. 

(2) Inthe case of a Non-Qualified Stock Option, the per Share exercise price shall be not less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant. 

(3) In the case of SARs, the base appreciation amount shall not be less than one hundred percent (100%) of the Fair Market Valueper Share on the date of grant. 

(4) In the case of other Awards, such price as is determined by the Administrator.

(5) Notwithstanding the foregoing provisions of this Section 7(a), in the case of an Award issued pursuant toSection 6(d), above, the exercise or purchase price for the Award shall be determined in accordance with the provisions of the relevant instrument evidencing the agreement to issue such Award. 

(b) Consideration. Subject to Applicable Laws, the consideration to be paid for the Shares to be issued upon exercise or purchaseof an Award including the method of payment, shall be determined by the Administrator. In addition to any other types of consideration the Administrator may determine, the Administrator is authorized to accept as consideration for Shares issuedunder the Plan the following: 

(1) cash; 

(2) check; 

(3) surrender of Shares or delivery of a properly executed form of attestation of ownership of Shares as the Administrator may requirewhich have a Fair Market Value on the date of surrender or attestation equal to the aggregate exercise price of the Shares as to which said Award shall be exercised; 

(4) with respect to Options, payment through a broker-dealer sale and remittance procedure pursuant to which the Grantee (A) shallprovide written instructions to a Company designated brokerage firm to effect the immediate sale of some or all of the purchased Shares and remit to the Company sufficient funds to cover the aggregate exercise price payable for the purchased Sharesand (B) shall provide written directives to the Company to deliver the certificates for the purchased Shares directly to such brokerage firm in order to complete the sale transaction; 

(5) with respect to Options, payment through a “net exercise” such that, without the payment of any funds, the Grantee mayexercise the Option and receive the net number of Shares equal to (i) the number of Shares as to which the Option is being exercised, multiplied by (ii) a fraction, the numerator of which is the Fair Market Value per Share (on such date asis determined by the Administrator) less the Exercise Price per Share, and the denominator of which is such Fair Market Value per Share (the number of net Shares to be received shall be rounded down to the nearest whole number of Shares); or

(6) any combination of the foregoing methods of payment. 

The Administrator may at any time or from time to time, by adoption of or by amendment to the standard forms of Award Agreement described inSection 4(b)(iv), or by other means, grant Awards which do not permit one or more of the foregoing forms of consideration to be used in payment for the Shares or which otherwise restrict one or more forms of consideration. 

(c) Taxes. No Shares shall be delivered under the Plan to any Grantee or other person until such Grantee or other person has madearrangements acceptable to the Administrator for the satisfaction of any non-U.S., federal, state, or local income and employment tax withholding obligations, including, without limitation, obligations incident to the receipt of Shares. Uponexercise or vesting of an Award the Company shall withhold or collect from the Grantee an amount sufficient to satisfy such tax obligations, including, but not limited to, by surrender of the whole number of Shares covered by the Award sufficient tosatisfy the minimum applicable tax withholding obligations incidental to the exercise or vesting of an Award (reduced to the lowest whole number of Shares if such number of Shares withheld would result in withholding a fractional Share with anyremaining tax withholding settled in cash). 

8. Exercise of Award. 

(a) Procedure for Exercise; Rights as a Shareholder. 

(1) Any Award granted hereunder shall be exercisable at such times and under such conditions as determined by the Administrator underthe terms of the Plan and specified in the Award Agreement. 

(2) An Award shall be deemed to be exercised when written noticeof such exercise has been given to the Company in accordance with the terms of the Award by the person entitled to exercise the Award and full payment of consideration for the Shares with respect to which the Award is exercised has been made.

(b) Exercise of Award Following Termination of Continuous Service. 

(1) An Award may not be exercised after the termination date of such Award set forth in the Award Agreement and may be exercisedfollowing the termination of a Grantee’s Continuous Service only to the extent provided in the Award Agreement. 

(2)Where the Award Agreement permits a Grantee to exercise an Award following the termination of the Grantee’s Continuous Service for a specified period, the Award shall terminate to the extent not exercised on the last day of the specified periodor the last day of the original term of the Award, whichever occurs first. 

(3) Any Award designated as an Incentive StockOption to the extent not exercised within the time permitted by law for the exercise of Incentive Stock Options following the termination of a Grantee’s Continuous Service shall convert automatically to a Non-Qualified Stock Option andthereafter shall be exercisable as such to the extent exercisable by its terms for the period specified in the Award Agreement. 

9. Conditions Upon Issuance of Shares. 

(a) If at any time the Administrator determines that the delivery of Shares pursuant to the exercise, vesting or any other provision ofan Award is or may be unlawful under Applicable Laws, the vesting or right to exercise an Award or to otherwise receive Shares pursuant to the terms of an Award shall be suspended until the Administrator determines that such delivery is lawful andshall be further subject to the approval of counsel for the Company with respect to such compliance. The Company shall have no obligation to effect any registration or qualification of the Shares under federal or state laws. 

(b) As a condition to the exercise of an Award, the Company may require the person exercising such Award to represent and warrant at thetime of any such exercise that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required by any ApplicableLaws. 

10. Adjustments Upon Changes in Capitalization. Subject to any required action by theshareholders of the Company and Section 11 hereof, the number of Shares covered by each outstanding Award, and the number of Shares which have been authorized for issuance under the Plan but as to which no Awards have yet been granted or whichhave been returned to the Plan, the exercise or purchase price of each such outstanding Award, the maximum number of Shares with respect to which Awards may be granted to any Grantee in any calendar year, as well as any other terms that theAdministrator determines require adjustment shall be proportionately adjusted for (i) any increase or decrease in the number of issued Shares resulting from a share split, reverse share split, share dividend, combination or reclassification ofthe Shares, or similar transaction affecting the Shares, (ii) any other increase or decrease in the number of issued Shares effected without receipt of consideration by the Company, or (iii) any other transaction with respect to Sharesincluding a corporate merger, consolidation, acquisition of property or shares, separation (including a spin-off or other distribution of shares or property), reorganization, liquidation (whether partial or complete) or any similar transaction;provided, however that conversion of any convertible securities of the Company shall not be deemed to have been “effected without receipt of consideration.” In the event of any distribution of cash or other assets to shareholders otherthan a normal cash dividend, the Administrator shall also make such adjustments as provided in this Section 10 or substitute, exchange or grant Awards to effect such adjustments (collectively “adjustments”). Any such adjustments tooutstanding Awards will be effected in a manner that precludes the enlargement of rights and benefits under such Awards. In connection with the foregoing adjustments, the Administrator may, in its discretion, prohibit the exercise of Awards or otherissuance of Shares, cash or other consideration pursuant to Awards during certain periods of time. Except as the Administrator determines, no issuance by the Company of shares of any class, or securities convertible into shares of any class, shallaffect, and no adjustment by reason hereof shall be made with respect to, the number or price of Shares subject to an Award. 

11. Corporate Transactions and Changes in Control. 

(a) Termination of Award to the Extent Not Assumed in Corporate Transaction. Effective upon the consummation of a CorporateTransaction, all outstanding Awards under the Plan shall terminate. However, all such Awards shall not terminate to the extent they are Assumed in connection with the Corporate Transaction. 

(b) Acceleration of Award Upon Corporate Transaction or Change in Control. The Administrator shall have the authority, exercisableeither in advance of any actual or anticipated Corporate Transaction or Change in Control or at the time of an actual Corporate Transaction or Change in Control, and exercisable at the time of the grant of an Award under the Plan or any time whilean Award remains outstanding, to provide for the full or partial automatic vesting and exercisability of one or more outstanding unvested Awards under the Plan and the release from restrictions on transfer and repurchase or forfeiture rights of suchAwards in connection with a Corporate Transaction or Change in Control, on such terms and conditions as the Administrator may specify. The Administrator also shall have the authority to condition any such Award vesting and exercisability or releasefrom such limitations upon the subsequent termination of the Continuous Service of the Grantee within a specified period following the 

effective date of the Corporate Transaction or Change in Control. The Administrator may provide that any Awards so vested or released from such limitations in connection with a Change in Controlshall remain fully exercisable until the expiration or sooner termination of the Award. 

(c) Effect of Acceleration onIncentive Stock Options. Any Incentive Stock Option accelerated under this Section 11 in connection with a Corporate Transaction or Change in Control shall remain exercisable as an Incentive Stock Option under the Code only to the extentthe $100,000 dollar limitation of Section 422(d) of the Code is not exceeded. 

12. Effective Date and Term ofPlan. The Plan shall become effective upon the later to occur of: (1) adoption by the Board; and (2) satisfaction or clearance of any applicable requirement of NASDAQ. It shall continue in effect for a term of ten (10) yearsunless sooner terminated. Subject to Section 17 below, and Applicable Laws, Awards may be granted under the Plan upon its becoming effective. 

13. Amendment, Suspension or Termination of the Plan. 

(a) The Board may at any time amend, suspend or terminate the Plan; provided, however, that no such amendment shall be made without theapproval of the Company’s shareholders to the extent such approval is required by Applicable Laws. In addition, in order to assure the viability of Awards granted to participants employed in various jurisdictions, the Administrator may, in itssole discretion, 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, theAdministrator may approve such supplements to, amendments, restatements, or alternative versions of the Plan as it may consider necessary or appropriate for such purposes without thereby affecting the terms of the Plan as in effect for any otherpurpose; provided, however, that no such supplements, restatements or alternative versions shall increase the Share limitation contained in Section 3 hereof. Notwithstanding the foregoing, the Committee may not take any actions hereunder, andno Awards shall be granted that would violate any Applicable Laws. 

(b) No Award may be granted during any suspension of thePlan or after termination of the Plan. 

(c) No suspension or termination of the Plan (including termination of the Plan underSection 11 above) shall adversely affect any rights under Awards already granted to a Grantee. 

14. Reservation ofShares. 

(a) The Company, during the term of the Plan, will at all times reserve and keep available such number of Sharesas shall be sufficient to satisfy the requirements of the Plan. 

(b) The inability of the Company to obtain authority from anyregulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the 

lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall nothave been obtained. 

15. No Effect on Terms of Employment/Consulting Relationship. The Plan shall not confer upon anyGrantee any right with respect to the Grantee’s Continuous Service, nor shall it interfere in any way with his or her right or the right of the Company or any Related Entity to terminate the Grantee’s Continuous Service at any time**,**with or without cause, and with or without notice. 

16. No Effect on Retirement and Other Benefit Plans. Except asspecifically provided in a retirement or other benefit plan of the Company or a Related Entity, Awards shall not be deemed compensation for purposes of computing benefits or contributions under any retirement plan of the Company or a Related Entity,and shall not affect any benefits under any other benefit plan of any kind or any benefit plan subsequently instituted under which the availability or amount of benefits is related to level of compensation. The Plan is not a “Pension Plan”or “Welfare Plan” under the U.S. Employee Retirement Income Security Act of 1974, as amended. 

17. ShareholderApproval for ISO. The grant of Incentive Stock Options under the Plan shall be subject to approval by the shareholders of the Company within twelve (12) months before or after the date the Plan is adopted excluding Incentive Stock Optionsissued in substitution for outstanding Incentive Stock Options pursuant to Section 424(a) of the Code. Such shareholder approval shall be obtained in the degree and manner required under Applicable Laws. The Administrator may grant IncentiveStock Options under the Plan prior to approval by the shareholders, but until such approval is obtained, no such Incentive Stock Option shall be exercisable. In the event that shareholder approval is not obtained within the twelve (12) monthperiod provided above, all Incentive Stock Options previously granted under the Plan shall be exercisable as Non-Qualified Stock Options. 

18. Unfunded Obligation. Grantees shall have the status of general unsecured creditors of the Company. Any amounts payable toGrantees pursuant to the Plan shall be unfunded and unsecured obligations for all purposes, including, without limitation, Title I of the Employee Retirement Income Security Act of 1974, as amended. Neither the Company nor any Related Entityshall be required to segregate any monies from its general funds, or to create any trusts, or establish any special accounts with respect to such obligations. The Company shall retain at all times beneficial ownership of any investments, includingtrust investments, which the Company may make to fulfill its payment obligations hereunder. Any investments or the creation or maintenance of any trust or any Grantee account shall not create or constitute a trust or fiduciary relationship betweenthe Administrator, the Company or any Related Entity and a Grantee, or otherwise create any vested or beneficial interest in any Grantee or the Grantee’s creditors in any assets of the Company or a Related Entity. The Grantees shall have noclaim against the Company or any Related Entity for any changes in the value of any assets that may be invested or reinvested by the Company with respect to the Plan. 

19. Construction. (a) Captions and titles contained herein are for convenienceonly and shall not affect the meaning or interpretation of any provision of the Plan. (b) Except when otherwise indicated by the context, the singular shall include the plural and the plural shall include the singular. (c) Use of the term“or” is not intended to be exclusive, unless the context clearly requires otherwise. 

20. Nonexclusivity of thePlan. Neither the adoption of the Plan by the Board, the submission of the Plan to the shareholders of the Company for approval, nor any provision of the Plan will be construed as creating any limitations on the power of the Board to adopt suchadditional compensation arrangements as it may deem desirable, including, without limitation, the granting of Awards otherwise than under the Plan, and such arrangements may be either generally applicable or applicable only in specific cases.