(i) “*Change in Control*” has the meaning set forth in Section 10(b).(j) “*Code*” means the Internal Revenue Code of 1986, as amended from time to time, andany successor thereto, the Treasury Regulations thereunder and other relevant interpretiveguidance issued by the Internal Revenue Service or the Treasury Department. Reference toany specific section of the Code will be deemed to include such regulations and guidance,as well as any successor provision of the Code.(k) “*Committee*” means the Committee referred to in Section 2(a).(l) “*Company*” means eLong, Inc., a Cayman Islands corporation, or its successor.(m) “*Disability*” means (i) “Disability” as defined in any Individual Agreement towhich the Participant is a party, (ii) if there is no such Individual Agreement or it doesnot define “Disability” (A) permanent and total disability as determined under theCompany’s long-term disability plan applicable to the Participant or (B) if there is nosuch plan applicable to the Participant or the Committee determines otherwise in anapplicable Award Agreement, (iii) “Disability” as determined by the Committee.Notwithstanding the above, with respect to an Incentive Stock Option, Disability meansPermanent and Total Disability as defined in Section 22(e)(3) of the Code and, with respectto all Awards given to United States taxpayers, to the extent required by Section 409A ofthe Code, “disability” within the meaning of Section 409A of the Code.(n) *“Disaffiliation”*means an Affiliate of the Company’s ceasing to be an Affiliatefor any reason (including, without limitation, as a result of a public offering, or aspinoff or sale by the Company, of the stock of the Affiliate) or a sale of a division ofthe Company and its Affiliates.(o) “*Eligible Individuals*” means officers, employees and consultants of the Company orany of its Affiliates. Directors (including both employee and non-employee directors) ofthe Company shall not be deemed to be Eligible Individuals prior to the date on which theCompany’s shareholders approve the amendment of this Plan to include directors within thescope of Eligible Individuals.(p) “*Exchange Act*” means the Securities Exchange Act of 1934, as amended from time totime, and any successor thereto.(q) “*Fair Market Value*” means, unless otherwise defined in an Award Agreement, if ADSsor Ordinary Shares are listed on a national securities exchange, as of any given date, theclosing price for the ADSs (adjusted to reflect the number of Ordinary Shares representedby each ADSs) or Ordinary Shares on such date on the Applicable Exchange, or if neitherADSs nor Ordinary Shares were traded on the Applicable Exchange on such measurement date,then on the next preceding date on which ADSs or Ordinary Shares were traded, all asreported by such source as the Committee may select. If neither ADSs nor Ordinary Sharesare listed on a national securities exchange, Fair Market Value shall be determined by theCommittee in its good faithdiscretion, taking into account, to the extent applicable and appropriate, therequirements of Section 409A of the Code.
 
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(r) “*Free-Standing SAR*” has the meaning set forth in Section 5(b).(s) “*Grant Date*” means (i) the date on which the Committee by resolution selects anEligible Individual to receive a grant of an Award and determines the number of Shares tobe subject to such Award or the formula for earning a number of Shares or cash amount, or(ii) such later date as the Committee shall provide in such resolution.(t) “*Incentive Stock Option*” means any Option that is designated in the applicableAward Agreement as an “incentive stock option” within the meaning of Section 422 of theCode, and that in fact so qualifies.(u) “*Individual Agreement*” means an employment, consulting or similar agreementbetween a Participant and the Company or one of its Affiliates.(v) “*Nonqualified Option*” means any Option that is not an Incentive Stock Option.(w) “*Option*” means an Award described under Section 5.(x) “*Ordinary Shares*” means ordinary shares, par value $.01 per share, of the Company.(y) “*Participant*” means an Eligible Individual to whom an Award is or has beengranted.(z) “*Performance Goals*” means the performance goals established by the Committee inconnection with the grant of Restricted Shares, Restricted Share Units or Bonus Awards orother share-based awards.(aa) “*Plan*” means this eLong, Inc. 2009 Share and Annual Incentive Plan, as set forthherein and as hereafter amended from time to time.(bb) “*Plan Year*” means the calendar year or, with respect to Bonus Awards, theCompany’s fiscal year if different.(cc) “*Restricted Share Units*” means an award described under Section 7.(dd) “*Restricted Shares*” means an award described under Section 6.(ee) “*Retirement*” means retirement from active employment with the Company or anAffiliate at or after the Participant’s reaching age 65.(ff) “*Share*” means an Ordinary Share.(gg) “*Share Appreciation Right*” has the meaning set forth in Section 5(b).
 
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(hh) “*Subsidiary*” means any corporation, partnership, joint venture or other entityduring any period in which at least a 50% voting or profits interest is owned, directly orindirectly, by the Company or any successor to the Company.(ii) “*Tandem SAR*” has the meaning set forth in Section 5(b).(jj) “*Term*” means the maximum period during which an Option or Share AppreciationRight may remain outstanding, subject to earlier termination upon Termination of Employmentor otherwise, as specified in the applicable Award Agreement.(kk) “*Termination of Employment*” means the termination of the applicable Participant’semployment with, or performance of services for, the Company and any of its Affiliates.Unless otherwise determined by the Committee, if a Participant’s employment with, ormembership on a board of directors of, the Company and its Affiliates terminates but suchParticipant continues to provide services to the Company and its Affiliates in anon-employee director capacity or as an employee, as applicable, such change in statusshall not be deemed a Termination of Employment. A Participant employed by, or performingservices for, an Affiliate or a division of the Company or an Affiliate shall be deemed toincur a Termination of Employment if, as a result of a Disaffiliation, such Affiliate ordivision ceases to be an Affiliate or division, as the case may be, and the Participantdoes not immediately thereafter become an employee of, or member of the board of directorsof, the Company or another Affiliate. Temporary absences from employment because ofillness, vacation or leave of absence and transfers among the Company and Affiliates shallnot be considered Terminations of Employment. Notwithstanding the foregoing, with respectto any Award that constitutes a “nonqualified deferred compensation plan” within themeaning of Section 409A of the Code, “Termination of Employment” shall mean a “separationfrom service” as defined under Section 409A of the Code.SECTION 2. Administration(a) *Committee*. The Plan shall be administered by the Compensation Committee of theBoard or such other committee of the Board as the Board may from time to time designate(the “Committee”), which shall be composed of not less than two directors, andshall be appointed by and serve at the pleasure of the Board. The Committee shall haveplenary authority to grant Awards pursuant to the terms of the Plan to EligibleIndividuals. Among other things, the Committee shall have the authority, subject to theterms of the Plan:(i) to select the Eligible Individuals to whom Awards may from time to time begranted;(ii) to determine whether and to what extent Options, Share Appreciation Rights,Restricted Shares and Restricted Share Units, other share-based units, or any combinationthereof are to be granted hereunder;(iii) to determine the number of Ordinary Shares to be covered by each Award grantedhereunder;
 
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(iv) to determine the terms and conditions of each Award granted hereunder, based onsuch factors as the Committee shall determine;(v) subject to Section 11, to modify, amend or adjust the terms and conditions ofany Award, at any time or from time to time;(vi) to adopt, alter and repeal such administrative rules, guidelines and practicesgoverning the Plan as it shall from time to time deem advisable;(vii) to interpret the terms and provisions of the Plan and any Award issued underthe Plan (and any agreement relating thereto);(viii) to establish any “blackout” period that the Committee in its sole discretiondeems necessary or advisable; and(ix) to otherwise administer the Plan.(b) *Procedures.*The Committee may act only by a majority of its members then inoffice, except that the Committee may, except to the extent prohibited by applicable law orlisting standards of the Applicable Exchange and allocate all or any portion of itsresponsibilities and powers to any one or more of its members and may delegate all or anypart of its responsibilities and powers to any person or persons selected by it. Anyauthority granted to the Committee may also be exercised by the full Board. To the extentthat any permitted action taken by the Board conflicts with action taken by the Committee,the Board action shall control.(c) *Discretion of Committee.*Subject to Section 1(h), any determination made by theCommittee or by an appropriately delegated officer pursuant to delegated authority underthe provisions of the Plan with respect to any Award shall be made in the sole discretionof the Committee or such delegate at the time of the grant of the Award or, unless incontravention of any express term of the Plan, at any time thereafter. All decisions madeby the Committee, or any officer with appropriately delegated authority, pursuant to theprovisions of the Plan shall be final and binding on all persons, including the Company,Participants, and Eligible Individuals.(d) *Award Agreements*. The terms and conditions of each Award, as determined by theCommittee, shall be set forth in an Award Agreement, which shall be delivered to theParticipant receiving such Award upon, or as promptly as is reasonably practicablefollowing, the grant of such Award. The effectiveness of an Award shall not be subject tothe Award Agreement’s being signed by the Company and/or the Participant receiving theAward unless specifically so provided in the Award Agreement. Award Agreements may beamended only in accordance with Section 11 hereof.SECTION 3. Ordinary Shares Subject to Plan(a) *Plan Maximums*. The maximum number of Ordinary Shares that may be deliveredpursuant to Awards under the Plan shall be 6,000,000 (six million). Ordinary Shares subjectto anAward under the Plan may be authorized and unissued Ordinary Shares, ADSs or treasuryShares.
 
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(b) *Individual Limits*. The Committee may set limits on the maximum number of Awardswhich any Participant may be granted during the term of the Plan.(c) *Rules for Calculating Shares Delivered*.(i) To the extent that any Award is forfeited, or any Option and the related TandemSAR (if any) or Free-Standing SAR terminates, expires or lapses without being exercised,or any Award is settled for cash, the Shares subject to such Awards not delivered as aresult thereof shall again be available for Awards under the Plan.(ii) If the exercise price of any Option and/or the tax withholding obligationsrelating to any Award are satisfied by delivering Ordinary Shares to the Company (byeither actual delivery or by attestation), only the number of Ordinary Shares issued netof the Shares delivered or attested to shall be deemed delivered for purposes of thelimits set forth in Section 3(a). To the extent any Ordinary Shares subject to an Awardare withheld to satisfy the exercise price (in the case of an Option) and/or the taxwithholding obligations relating to such Award, such Shares shall not be deemed to havebeen delivered for purposes of the limits set forth in Section 3(a).(d) *Adjustment Provision*. In the event of a merger, consolidation, acquisition ofproperty or shares, liquidation, Disaffiliation, or similar event affecting the Company orany of its Affiliates (each a “Corporate Transaction”), the Committee or the Boardmay in its discretion make such substitutions or adjustments as it deems appropriate orequitable to (i) the aggregate number and kind of Shares or other securities reserved forissuance and delivery under the Plan, (ii) the various maximum limitations set forth inSections 3(a) and 3(b) upon certain types of Awards and upon the grants to individuals ofcertain types of Awards, (iii) the number and kind of Shares of other securities subject tooutstanding Awards; and (iv) the exercise price of outstanding Options and ShareAppreciation Rights. In the event of a share dividend, share split, reverse share split,share rights offering, separation, spinoff, reorganization, extraordinary dividend of cashor other property, share combination, or recapitalization or similar event affecting thecapital structure of the Company (each, a “Share Change”), the Committee or theBoard shall make such substitutions or adjustments as it deems equitable to (i) theaggregate number and kind of Shares or other securities reserved for issuance and deliveryunder the Plan, (ii) the various maximum limitations set forth in Sections 3(a) and 3(b)upon certain types of Awards and upon the grants to individuals of certain types of Awards,(iii) the number and kind of Shares or other securities subject to outstanding Awards; and(iv) the exercise price of outstanding Options and Share Appreciation Rights. In the caseof Corporate Transactions, such adjustments may include, without limitation, (1) thecancellation of outstanding Awards in exchange for payments of cash, property or acombination thereof having an aggregate value equal to the value of such Awards, asdetermined by the Committee or the Board in its sole discretion (it
 
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 being understood thatin the case of a Corporate Transaction with respect to which holders of Ordinary Shares receive consideration other than publicly traded equitysecurities of the ultimate surviving entity, any such determination by the Committee thatthe value of an Option or Share Appreciation Right shall for this purpose be deemed toequal the excess, if any, of the value of the consideration being paid for each Sharepursuant to such Corporate Transaction over the exercise price of such Option or ShareAppreciation Right shall conclusively be deemed valid); (2) the substitution of otherproperty (including, without limitation, cash or other securities of the Company andsecurities of entities other than the Company) for the Shares subject to outstandingAwards; and (3) in connection with any Disaffiliation, arranging for the assumption ofAwards, or replacement of Awards with new awards based on other property or othersecurities (including, without limitation, other securities of the Company and securitiesof entities other than the Company), by the affected Affiliate or division or by the entitythat controls such Affiliate or division following such Disaffiliation (as well as anycorresponding adjustments to Awards that remain based upon Company securities). Anyadjustment under this Section 3(d) need not be the same for all Participants.(e) *Section 409A*. Notwithstanding the foregoing: (i) any adjustments made pursuant toSection 3(d) to Awards to United States taxpayers that are considered “deferredcompensation” within the meaning of Section 409A of the Code shall be made in compliancewith the requirements of Section 409A of the Code; (ii) any adjustments made pursuant toSection 3(d) to Awards to United States taxpayers that are not considered “deferredcompensation” subject to Section 409A of the Code shall be made in such a manner as toensure that after such adjustment, the Awards either (A) continue not to be subject toSection 409A of the Code or (B) comply with the requirements of Section 409A of the Code;and (iii) in any event, neither the Committee nor the Board shall have the authority tomake any adjustments pursuant to Section 3(d) to the extent the existence of such authoritywould cause an Award to a United States taxpayer that is not intended to be subject toSection 409A of the Code at the Grant Date to be subject thereto.SECTION 4. EligibilityAwards may be granted under the Plan to Eligible Individuals;provided, however, that Incentive Stock Options may be grantedonly to employees of the Company and its subsidiaries orparent corporation (within the meaning of Section 424(f) ofthe Code).SECTION 5. Options and Share Appreciation Rights(a) *Types of Options*. The Award Agreement for an Option granted to a United Statestaxpayer that is intended to be an Incentive Stock Option shall so state. All other Optionswill be Nonqualified Options.(b) *Types and Nature of Share Appreciation Rights*. Share Appreciation Rights may be“Tandem SARs,” which are granted in conjunction with an Option, or “Free-Standing SARs,”which are not granted in conjunction with an Option. Upon the exercise of a ShareAppreciation Right, the Participant shall be entitled to receive an amount in cash,Ordinary Shares, or both, in value equal to the product of (i) the excess of the FairMarket Value of one Ordinary Share over the exercise price of the applicable ShareAppreciation Right, multiplied by (ii) the number of Ordinary Shares in respect of whichthe Share Appreciation Right has been exercised. Theapplicable Award Agreement shall specify whether such payment is to be made in cash orOrdinary Shares or both, or shall reserve to the Committee or the Participant the right tomake that determination prior to or upon the exercise of the Share Appreciation Right.
 
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(c) *Tandem SARs*. A Tandem SAR may be granted at the Grant Date of the related Option.A Tandem SAR shall be exercisable only at such time or times and to the extent that therelated Option is exercisable in accordance with the provisions of this Section 5, andshall have the same exercise price as the related Option. A Tandem SAR shall terminate orbe forfeited upon the exercise or forfeiture of the related Option, and the related Optionshall terminate or be forfeited upon the exercise or forfeiture of the Tandem SAR.(d) *Exercise Price*. The exercise price per Ordinary Share subject to an Option orFree-Standing SAR shall be determined by the Committee and set forth in the applicableAward Agreement, and shall not be less than the Fair Market Value of an Ordinary Share onthe applicable Grant Date. In no event may any Option or Free-Standing SAR granted underthis Plan be amended, other than pursuant to Section 3(d), to decrease the exercise pricethereof or otherwise be subject to any action that would be treated, for accountingpurposes, as a “repricing” of such Option or Free-Standing SAR, unless such amendment,cancellation, or action is approved by the Board or the Company’s shareholders.(e) *Term*. The Term of each Option and each Free-Standing SAR shall be fixed by theCommittee, but shall not exceed ten years from the Grant Date in the case of an IncentiveStock Option.(f) *Vesting and Exercisability*. Except as otherwise provided herein, Options andFree-Standing SARs shall be exercisable at such time or times and subject to such terms andconditions as shall be determined by the Committee. If the Committee provides that anyOption or Free-Standing SAR will become exercisable only in installments, the Committee mayat any time waive such installment exercise provisions, in whole or in part, based on suchfactors as the Committee may determine. In addition, the Committee may at any timeaccelerate the exercisability of any Option or Free-Standing SAR.(g) *Method of Exercise*. Subject to the provisions of this Section 5, Options andFree-Standing SARs may be exercised, in whole or in part, at any time during the applicableTerm by giving written notice of exercise to the Company or through procedures establishedby a third-party Option administrator appointed by the Company specifying the number ofShares as to which the Option or Free-Standing SAR is being exercised; provided,however, that, unless otherwise permitted by the Committee, any such exercise mustbe with respect to a portion of the applicable Option or Free-Standing SAR relating to noless than the lesser of the number of Shares then subject to such Option or Free-StandingSAR or 100 Shares. In the case of the exercise of an Option, such notice shall beaccompanied by payment in full of the purchase price (which shall equal the product of suchnumber of Shares multiplied by the applicable exercise price) by certified or bank check orsuch other instrument as the Company may accept. If approved by the Committee, payment, infull or in part, may also be made as follows:(i) Payments may be made in the form of unrestricted Shares (by delivery of suchShares or by attestation) of the same class as theShares subject to the Option already owned by the Participant (based on the FairMarket Value of the Shares on the date the Option is exercised); provided,however, that, in the case of an Incentive Stock Option, the right to make apayment in the form of already owned Shares of the same class as the Common Stock subjectto the Option may be authorized only at the time the Incentive Stock Option is granted.
 
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(ii) To the extent permitted by applicable law, payment may be made by delivering aproperly executed exercise notice to the Company, together with a copy of irrevocableinstructions to a broker to deliver promptly to the Company the amount of sale or loanproceeds necessary to pay the purchase price, and, if requested, the amount of anyfederal, state, local or foreign taxes. To facilitate the foregoing, the Company may, tothe extent permitted by applicable law, enter into agreements for coordinated procedureswith one or more brokerage firms.(iii) Payment may be made by instructing the Committee to withhold a number ofShares having a Fair Market Value (based on the Fair Market Value of the Ordinary Shareson the date the applicable Option is exercised) equal to the sum of (A) the product ofthe exercise price multiplied by the number of Shares in respect of which the Optionshall have been exercised and (B) any other related fees or charges, including but notlimited to, fees related to the transfer of ADSs or the conversion of Ordinary Shares toADSs, if the Committee in its discretion determines to deliver ADSs.(h) *Delivery; Rights of Shareholders*. No Shares may be delivered pursuant to theexercise of an Option until the exercise price therefor has been fully paid and applicabletaxes and other fees or charges have been withheld. The applicable Participant shall haveall of the rights of a shareholder of the Company holding Shares of the class or seriesthat is subject to the Option or Share Appreciation Right (including, if applicable, theright to vote the applicable Shares and the right to receive dividends), when theParticipant (i) has given written notice of exercise, (ii) if requested, has given therepresentation described in Section 13(a), and (iii) in the case of an Option, has paid infull for such Shares.(i) *Termination of Employment*. Subject to Section 10(c), a Participant’s Options andShare Appreciation Rights shall be forfeited upon such Participant’s Termination ofEmployment, except as set forth below:(i) upon a Participant’s Termination of Employment by reason of death, any Option orShare Appreciation Right held by the Participant that was exercisable immediately beforethe Termination of Employment may be exercised at any time until the earlier of (A) thefirst anniversary of the date of such death and (B) the expiration of the Term thereof;
 
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(ii) upon a Participant’s Termination of Employment by reason of Disability orRetirement, any Option or Share Appreciation Right held by the Participant that wasexercisable immediately before the Termination of Employment may be exercised at any timeuntil the earlier of (A) the first anniversary of such Termination of Employment and (B)the expiration of the Term thereof;(iii) upon a Participant’s Termination of Employment for Cause, any Option or ShareAppreciation Right held by the Participant shall be forfeited, effective as of suchTermination of Employment;(iv) upon a Participant’s Termination of Employment for any reason other than death,Disability, Retirement or for Cause, any Option or Share Appreciation Right held by theParticipant that was exercisable immediately before the Termination of Employment may beexercised at any time until the earlier of (A) the 90th day following such Termination ofEmployment and (B) expiration of the Term thereof; and(v) notwithstanding the above provisions of this Section 5(i), if a Participant diesafter such Participant’s Termination of Employment but while any Option or ShareAppreciation Right remains exercisable as set forth above, such Option or ShareAppreciation Right may be exercised at any time until the later of (A) the earlier of (1)the first anniversary of the date of such death and (2) expiration of the Term thereofand (B) the last date on which such Option or Share Appreciation Right would have beenexercisable, absent this Section 5(i)(v).Notwithstanding the foregoing, the Committee shall have the power, in its discretion, to applydifferent rules concerning the consequences of a Termination of Employment; provided,however, that if such rules are less favorable to the Participant than those set forthabove, such rules are set forth in the applicable Award Agreement.(j) *Nontransferability of Options and Share Appreciation Rights*. No Option orFree-Standing SAR shall be transferable by a Participant other than (i) by will or by thelaws of descent and distribution, (ii) in the case of a Nonqualified Option orFree-Standing SAR, pursuant to a qualified domestic relations order or as otherwiseexpressly permitted by the Committee including, if so permitted, pursuant to a transfer tothe Participant’s family members or to a charitable organization, whether directly orindirectly or by means of a trust or partnership or otherwise; or (iii) with the priorconsent and subject to any conditions the Committee may impose. For purposes of this Plan,unless otherwise determined by the Committee, “family member” shall have the meaning givento such term in General Instructions A.1(a)(5) to Form S-8 under the Securities Act of1933, as amended, and any successor thereto. A Tandem SAR shall be transferable only withthe related Option as permitted by the preceding sentence. Any Option or Share AppreciationRight shall be exercisable, subject to the terms of this Plan, only by the applicableParticipant, the guardian or legal representative of such Participant, or any person towhom such Option or Share Appreciation Right is permissibly transferred pursuant to thisSection 5(j), it being understood that the term “Participant” includes such guardian, legalrepresentative and other transferee;provided, however, that the term“Termination of Employment” shall continueto refer to the Termination of Employmentof the original Participant.
 
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SECTION 6. Restricted Shares(a) *Nature of Awards and Certificates*. Restricted Shares are actual Shares issued to aParticipant, and shall be evidenced in such manner as the Committee may deem appropriate,including book-entry registration or issuance of one or more share certificates. Anycertificate issued in respect of Restricted Shares shall be registered in the name of theapplicable Participant and shall bear an appropriate legend referring to the terms,conditions, and restrictions applicable to such Award, substantially in the following form:“The transferability of this certificate and the ordinary shares represented hereby aresubject to the terms and conditions (including forfeiture) of the eLong, Inc. 2009 Shareand Annual Incentive Plan and an award agreement. Copies of such plan and agreement are onfile at the offices of eLong, Inc.”The Committee may require that the certificates evidencing such Shares be held in custody bythe Company until the restrictions thereon shall have lapsed and that, as a condition of any Awardof Restricted Shares, the applicable Participant shall have delivered a stock power, endorsed inblank, relating to the Ordinary Shares covered by such Award.(b) *Terms and Conditions*. Restricted Shares shall be subject to the following termsand conditions:(i) The Committee may condition the grant or vesting of an Award upon the attainmentof Performance Goals. The Committee may also condition the grant or vesting thereof uponthe continued service of the Participant. The conditions for grant or vesting and theother provisions of Restricted Share Awards (including without limitation any applicablePerformance Goals) need not be the same with respect to each Participant. The Committeemay at any time, in its sole discretion, accelerate or waive, in whole or in part, any ofthe foregoing restrictions.(ii) Subject to the provisions of the Plan and the applicable Award Agreement,during the period, if any, set by the Committee, commencing with the date of suchRestricted Share Award for which such Participant’s continued service is required (the“Restriction Period”), and until the later of (A) the expiration of theRestriction Period and (B) the date the applicable Performance Goals (if any) aresatisfied, the Participant shall not be permitted to sell, assign, transfer, pledge orotherwise encumber Restricted Shares.
 
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(iii) Except as provided in this Section 6 and in the applicable Award Agreement,the applicable Participant shall have, with respect to the Restricted Shares, all of therights of a stockholder of the Company holding the class or series of Shares that is thesubject of the RestrictedShares, including, if applicable, the right to vote the Shares and the right toreceive any cash dividends. If so determined by the Committee in the applicable AwardAgreement and subject to Section 13(e), (A) cash dividends on the class or series ofShares that is the subject of the Restricted Share Award shall be automatically deferredand reinvested in additional Restricted Shares, held subject to the vesting of theunderlying Restricted Shares, and (B) subject to any adjustment pursuant to Section 3(d),dividends payable in Ordinary Shares shall be paid in the form of Restricted Shares ofthe same class as the Ordinary Shares with which such dividend was paid, held subject tothe vesting of the underlying Restricted Shares.(iv) Except as otherwise set forth in the applicable Award Agreement, upon aParticipant’s Termination of Employment for any reason during the Restriction Period orbefore the applicable Performance Goals are satisfied, all Restricted Shares stillsubject to restriction shall be forfeited by such Participant; provided,however, that the Committee shall have the discretion to waive, in whole or inpart, any or all remaining restrictions with respect to any or all of such Participant’sShares.(v) If and when any applicable Performance Goals are satisfied and the RestrictionPeriod expires without a prior forfeiture of the Restricted Shares for which legendedcertificates have been issued, unlegended certificates for such Shares shall be deliveredto the Participant upon surrender of the legended certificates.SECTION 7. Restricted Share Units(a) *Nature of Award*. Restricted Share Units are Awards denominated in Ordinary Sharesthat will be settled, subject to applicable law and the terms and conditions of theRestricted Share Units, either by delivery of Shares to the Participant or by the paymentof cash based upon the Fair Market Value of a specified number of Ordinary Shares.(b) *Terms and Conditions*. Restricted Share Units shall be subject to the followingterms and conditions:(i) The Committee may condition the grant or vesting of Restricted Share Units uponthe attainment of Performance Goals. The Committee may also condition the vesting thereofupon the continued service of the Participant. The conditions for grant or vesting andthe other provisions of Restricted Share Units (including without limitation anyapplicable Performance Goals) need not be the same with respect to each recipient. TheCommittee may at any time, in its sole discretion, accelerate or waive, in whole or inpart, any of the foregoing restrictions. Except as otherwise provided in Section 7(b)(iv)or in the applicableAward Agreement, an Award of Restricted Share Units shall be settled if and when theRestricted Share Units vest.
 
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(ii) Subject to the provisions of the Plan and the applicable Award Agreement,during the period, if any, set by the Committee, commencing with the date of suchRestricted Share Units Award for which such Participant’s continued service is required(the “Restriction Period”), and until the later of (A) the expiration of theRestriction Period and (B) the date the applicable Performance Goals (if any) aresatisfied, the Participant shall not be permitted to sell, assign, transfer, pledge orotherwise encumber Restricted Share Units.(iii) The Award Agreement for Restricted Share Units shall specify whether, to whatextent and on what terms and conditions the applicable Participant shall be entitled toreceive current or deferred payments of cash, Ordinary Shares or other propertycorresponding to the dividends payable on the Ordinary Shares (subject to Section 13(e)below).(iv) Except as otherwise set forth in the applicable Award Agreement, upon aParticipant’s Termination of Employment for any reason during the Restriction Period orbefore the applicable Performance Goals are satisfied, all Restricted Share Units stillsubject to restriction shall be forfeited by such Participant; provided,however, that the Committee shall have the discretion to waive, in whole or inpart, any or all remaining restrictions with respect to any or all of such Participant’sRestricted Share Units; provided, further, however, that in theevent of such waiver, if any of such Restricted Share Units of a United States taxpayerconstitute a “nonqualified deferred compensation plan” within the meaning of Section 409Aof the Code, unless otherwise provided in an award agreement and in a manner that iscompliant with Section 409A of the Code, settlement of such Restricted Share Units shallnot occur until the earliest of (A) the date such Restricted Share Units would otherwisebe settled pursuant to the terms of the Award Agreement or (B) the Participant’s“separation of service” within the meaning of Section 409A of the Code.SECTION 8. Other Share-Based AwardsOther Awards of Ordinary Shares and other Awards that are valued in whole or in part byreference to, or are otherwise based upon or settled in, Ordinary Shares, including (withoutlimitation), unrestricted shares, performance units, dividend equivalents, and convertibledebentures, may be granted under the Plan.
 
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SECTION 9. Bonus Awards(a) *Determination of Awards*. The Committee shall determine the total amount of BonusAwards for each Plan Year or such shorter performance period as the Committee may establishin its sole discretion. Prior to the beginning of the Plan Year or such shorter performanceperiod as the Committee may establish in its sole discretion, the Committee shall establishPerformance Goals for Bonus Awards for the Plan Year or such shorter period.(b) *Payment of Awards*. Bonus Awards under the Plan shall be paid in cash or inOrdinary Shares (valued at Fair Market Value as of the date of payment) as determined bythe Committee, as soon as practicable following the close of the Plan Year or such shorterperformance period as the Committee may establish. The Bonus Award for any Plan Year orsuch shorter performance period to any Participant may be reduced or eliminated by theCommittee in its discretion.SECTION 10. Change In Control Provisions(a) *Impact of Event/Single Trigger*. Unless otherwise provided in the applicable AwardAgreement, subject Sections 3(d), 3(e), 10(e) and 13(k), notwithstanding any otherprovision of the Plan to the contrary, immediately upon the occurrence of a Change inControl, with respect to Awards held by officers of the Company (and not the Company’sSubsidiaries) with a title of Vice President or above as of immediately prior to the Changein Control, and with respect to all other Participants solely to the extent provided in theapplicable Award Agreement(i) any Options and Share Appreciation Rights outstanding which are not thenexercisable and vested shall become fully exercisable and vested;(ii) the restrictions applicable to any Restricted Shares shall lapse, and suchRestricted Shares shall become free of all restrictions and become fully vested andtransferable;(iii) all Restricted Share Units shall be considered to be earned and payable infull, and any restrictions shall lapse and such Restricted Share Units shall be settledas promptly as is practicable in the form set forth in the applicable Award Agreement;provided, however, that with respect to any Restricted Share Units heldby a United States taxpayer that constitute a “nonqualified deferred compensation plan”within the meaning of Section 409A of the Code, unless otherwise provided in an AwardAgreement and in a manner that is compliant with Section 409A of the Code, the settlementof each such Restricted Share Unit pursuant to this Section 10(a)(iii) shall not occuruntil the earliest of (A) the Change in Control if such Change in Control constitutes a“change in the ownership of the corporation,” a “change in effective control of thecorporation” or a “change in the ownership of a substantial portion of the assets of thecorporation,” within the meaning of Section 409A(a)(2)(A)(v) of the Code, (B) the datesuch Restricted Share Unitswould otherwise be settled pursuant to the terms of the Award Agreement and (C) theParticipant’s “separation of service” within the meaning of Section 409A of the Code.
 
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(b) *Definition of Change in Control*. For purposes of the Plan, a “Change in Control”shall mean any of the following events:(i) The acquisition by any individual entity or group (within the meaning of Section13(d)(3) or 14(d)(2) of the Exchange Act), other than Barry Diller, Liberty MediaCorporation, Expedia, Inc. and their respective Affiliates (a “Person”) ofbeneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of equitysecurities of the Company representing more than 50% of the voting power of the thenoutstanding equity securities of the Company entitled to vote generally in the electionof directors (the “Outstanding Company Voting Securities”); provided,however, that for purposes of this subsection (i), the following acquisitionsshall not constitute a Change of Control: (A) any acquisition by the Company, (B) anyacquisition by any employee benefit plan (or related trust) sponsored or maintained bythe Company or any corporation controlled by the Company, or (C) any acquisition by anycorporation pursuant to a transaction which complies with clauses (A), (B) and (C) ofsubsection (iii); or(ii) Announcement by any person, of the entry into (A) a “going privatetransaction,” as such transaction is described in Rule 13e-3(a)(3) under the SecuritiesExchange Act of 1934, of the Company, or (B) any other transaction or series oftransactions which will result in the ADSs or Ordinary Shares of the Company no longerbeing listed on an Applicable Exchange; or(iii) Consummation of a reorganization, merger or consolidation or sale or otherdisposition of all or substantially all of the assets of the Company or the purchase ofassets or stock of another entity (a “Business Combination”), in each case, unlessimmediately following such Business Combination, (A) all or substantially all of theindividuals and entities who were the beneficial owners of the Outstanding Company VotingSecurities immediately prior to such Business Combination will beneficially own, directlyor indirectly, more than 50% of the then outstanding combined voting power of the thenoutstanding voting securities entitled to vote generally in the election of directors (orequivalent governing body, if applicable) of the entity resulting from such BusinessCombination (including, without limitation, an entity which as a result of suchtransaction owns the Company or all or substantially all of the Company’s assets eitherdirectly or through one or more subsidiaries) in substantially the same proportions astheir ownership, immediately prior to such Business Combination of the OutstandingCompany Voting
 
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Securities, (B) no Person (excluding Barry Diller, Liberty Media Corporation, and their respective Affiliates, any employeebenefit plan (or related trust) of the Company or such entity resulting from suchBusiness Combination) will beneficially own, directly or indirectly, more than a majorityof the combined voting power of the then outstanding voting securities of such entityexcept to the extent that such ownership of the Company existed prior to the BusinessCombination and (C) at least a majority of the members of the board of directors (orequivalent governing body, if applicable) of the entity resulting from such BusinessCombination will have been members of the Incumbent Board at the time of the initialagreement, or action of the Board, providing for such Business Combination; or(iv) Approval by the shareholders of the Company of a complete liquidation ordissolution of the Company.(c) *Impact of Event/Double Trigger*. Unless otherwise provided in the applicable AwardAgreement, subject to Sections 3(d), 3(e), 10(e) and 13(k), notwithstanding any otherprovision of this Plan to the contrary, upon a Participant’s Termination of Employmentduring the two-year period following a Change in Control by the Company other than forCause or Disability or by the Participant for Good Reason (as defined below):(i) any Options and Share Appreciation Rights outstanding as of such Termination ofEmployment which were outstanding as of the date of such Change in Control (including anyOptions and Share Appreciation Rights that became vested pursuant to Section 10(a)) shallbe fully exercisable and vested and shall remain exercisable until the later of (i) thelast date on which such Option or Share Appreciation Right would be exercisable in theabsence of this Section 10(c) and (ii) the earlier of (A) the first anniversary of suchChange in Control and (B) expiration of the Term of such Option or Share AppreciationRight;(ii) the restrictions applicable to any Restricted Shares shall lapse, and suchRestricted Shares outstanding as of such Termination of Employment which were outstandingas of the date of such Change in Control shall become free of all restrictions and becomefully vested and transferable; and(iii) all Restricted Share Units outstanding as of such Termination of Employmentwhich were outstanding as of the date of such Change in Control shall be considered to beearned and payable in full, and any restrictions shall lapse and such Restricted ShareUnits shall be settled as promptly as is practicable in (subject to Section 3(d)) theform set forth in the applicable Award Agreement.
 
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(d) For purposes of this Section 10, “Good Reason” means (i) “Good Reason” as definedin any Individual Agreement or Award Agreement to which the applicable Participant is aparty, or (ii) if there is no such Individual Agreement or if it does not define GoodReason,without the Participant’s prior written consent: (A) a material reduction in theParticipant’s rate of annual base salary from the rate of annual base salary in effect forsuch Participant immediately prior to the Change in Control, (B) a relocation of theParticipant’s principal place of business more than 35 miles from the city in which suchParticipant’s principal place of business was located immediately prior to the Change inControl or (C) a material and demonstrable adverse change in the nature and scope of theParticipant’s duties from those in effect immediately prior to the Change in Control. Inorder to invoke a Termination of Employment for Good Reason, a Participant shall providewritten notice to the Company of the existence of one or more of the conditions describedin clauses (A) through (C) within 90 days following the Participant’s knowledge of theinitial existence of such condition or conditions, and the Company shall have 30 daysfollowing receipt of such written notice (the “Cure Period”) during which it may remedy thecondition. In the event that the Company fails to remedy the condition constituting GoodReason during the Cure Period, the Participant must terminate employment, if at all, within90 days following the Cure Period in order for such Termination of Employment to constitutea Termination of Employment for Good Reason.(e) Notwithstanding the foregoing, if any Award is subject to Section 409A of theCode, this Section 10 shall be applicable only to the extent specifically provided in theAward Agreement or in the Individual Agreement and as permitted pursuant to Section 13(k).SECTION 11. Term, Amendment and Termination(a) *Effectiveness*. The Plan shall be effective as of the date (the “EffectiveDate”) it is adopted by the Board.(b) *Termination.*The Plan will terminate on the tenth anniversary of the EffectiveDate. Awards outstanding as of such date shall not be affected or impaired by thetermination of the Plan.(c) *Amendment of Plan*. The Board may amend, alter, or discontinue the Plan, but noamendment, alteration or discontinuation shall be made which would materially impair therights of the Participant with respect to a previously granted Award without suchParticipant’s consent, except such an amendment made to comply with applicable law(including without limitation Section 409A of the Code), stock exchange rules or accountingrules. In addition, no such amendment shall be made without the approval of Board or theCompany’s shareholders to the extent such approval is required by applicable law or thelisting standards of the Applicable Exchange, and is not waivable under such law or listingstandards.(d) Amendment of Awards. Subject to Section 5(d), the Committee may unilaterally amendthe terms of any Award theretofore granted, prospectively or retroactively, but no suchamendment shall, without the Participant’s consent, materially impair the rights of anyParticipant with respect to an Award, except such an amendment made to cause the Plan orAward to comply with applicable law, stock exchange rules or accounting rules.
 
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SECTION 12. Unfunded Status of PlanIt is presently intended that the Planconstitute an “unfunded” plan for incentiveand deferred compensation. Subject to anyapplicable requirements of Section 409A,the Committee may authorizethe creation of trusts or otherarrangements to meet the obligationscreated under the Plan to deliver OrdinaryShares or make payments; provided, however,that the existence of such trusts or otherarrangements is consistent with the“unfunded” status of the Plan.Notwithstanding any other provision of thisPlan to the contrary, with respect to anyAward that constitutes a “nonqualifieddeferred compensation plan” within themeaning of Section 409A of the Code, notrust shall be funded with respect to anysuch Award if such funding would result intaxable income to the Participant by reasonof Section 409A(b) of the Code and in noevent shall any such trust assets at anytime be located or transferred outside ofthe United States, within the meaning ofSection 409A(b) of the Code.SECTION 13. General Provisions(a) *Conditions for Issuance*. The Committee may require each person purchasing orreceiving Shares pursuant to an Award to represent to and agree with the Company in writingthat such person is acquiring the Shares without a view to the distribution thereof. Thecertificates for such Shares may include any legend which the Committee deems appropriateto reflect any restrictions on transfer. Notwithstanding any other provision of the Plan oragreements made pursuant thereto, the Company shall not be required to issue or deliver anycertificate or certificates for Shares under the Plan prior to fulfillment of all of thefollowing conditions: (i) listing or approval for listing upon notice of issuance, of suchShares on the Applicable Exchange; (ii) any registration or other qualification of suchShares of the Company under any state, federal or foreign law or regulation, or themaintaining in effect of any such registration or other qualification which the Committeeshall, in its absolute discretion upon the advice of counsel, deem necessary or advisable;and (iii) obtaining any other consent, approval, or permit from any state, federal orforeign governmental agency which the Committee shall, in its absolute discretion afterreceiving the advice of counsel, determine to be necessary or advisable.(b) *Additional Compensation Arrangements*. Nothing contained in the Plan shall preventthe Company or any Affiliate from adopting other or additional compensation arrangementsfor its employees.(c) *No Contract of Employment*. The Plan shall not constitute a contract of employment,and adoption of the Plan shall not confer upon any employee any right to employment, norshall it interfere in any way with the right of the Company or any Affiliate to terminatethe employment of any employee pursuant to applicable law and the terms of any employmentcontract entered into by the Company or Affiliate and the employee.(d) *Required Taxes*. No later than the date as of which an amount first becomesincludible in the gross income of a Participant for People’s Republic of China ( “PRC”)federal, state, local or other foreign income or employment or other tax purposes withrespect to any Award under the Plan, such Participant shall pay to the Company, or makearrangements satisfactory to the Company regarding the payment of, any PRC, federal, state,local or other foreign taxes of any kind required by law to be withheld with respect tosuch amount. If determined by the Company, withholding obligations may be settled withOrdinary Shares, including Ordinary Shares that are part of the Award that gives rise tothe withholding requirement. The obligations of the Company under the Plan and any AwardAgreement shall be conditional on such payment or arrangements, and the Company and itsAffiliates shall, to theextent permitted by law, have the right to deduct any such taxes from any salary,compensation or other payment otherwise due to such Participant. The Committee mayestablish such procedures as it deems appropriate, including making irrevocable elections,for the settlement of withholding obligations with Ordinary Shares.
 
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(e) *Limitation on Dividend Reinvestment and Dividend Equivalents*. Reinvestment ofdividends in additional Restricted Shares at the time of any dividend payment, and thepayment of Shares with respect to dividends to Participants holding Awards of RestrictedShare Units, shall only be permissible if sufficient Shares are available under Section 3for such reinvestment or payment (taking into account then outstanding Awards). In theevent that sufficient Shares are not available for such reinvestment or payment, suchreinvestment or payment shall be made in the form of a grant of Restricted Share Unitsequal in number to the Shares that would have been obtained by such payment orreinvestment, the terms of which Restricted Share Units shall provide for settlement incash and for dividend equivalent reinvestment in further Restricted Share Units on theterms contemplated by this Section 13(e).(f) *Designation of Death Beneficiary*. The Committee shall establish such procedures asit deems appropriate for a Participant to designate a beneficiary to whom any amountspayable in the event of such Participant’s death are to be paid or by whom any rights ofsuch eligible Individual, after such Participant’s death, may be exercised.(g) *Affiliate Employees*. In the case of a grant of an Award to any employee of anAffiliate of the Company, the Company may, if the Committee so directs, pursuant toapplicable law, issue or transfer the Shares, if any, covered by the Award to theAffiliate, for such lawful consideration as the Committee may specify, upon the conditionor understanding that the Affiliate will transfer the Shares to the employee in accordancewith the terms of the Award specified by the Committee pursuant to the provisions of thePlan. All Shares underlying Awards that are forfeited or canceled should revert to theCompany.(h) *Governing Law and Interpretation*. The Plan and all Awards made and actions takenthereunder shall be governed by and construed in accordance with the laws of the State ofNew York, without reference to principles of conflict of laws. The captions of this Planare not part of the provisions hereof and shall have no force or effect.(i) *Non-Transferability*. Except as otherwise provided in Section 5(j) or by theCommittee, Awards under the Plan are not transferable except by will or by laws of descentand distribution.(j) *Foreign Employees and Foreign Law Considerations*. The Committee may grant Awardsto Eligible Individuals who are foreign nationals, who are located outside the UnitedStates, or who are otherwise subject to legal or regulatory provisions of countries orjurisdictions outside the United States, on such terms and conditions different from thosespecified in the Plan as may, in the judgment of the Committee, be necessary or desirableto foster and promote achievement of the purposes of the Plan, and, in furtherance of suchpurposes, the Committee may make such modifications, amendments, procedures as may benecessary or advisable to comply with such legal or regulatory provisions.
 
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(k) Section 409A of the Code. It is the intention of the Company that no Award to aUnited States taxpayer shall be “deferred compensation” subject to Section 409A of theCode, unless and to the extent that the Committee specifically determines otherwise asprovided in this Section 13(k), and the Plan and the terms and conditions of all Awards toUnited States taxpayers shall be interpreted accordingly. The terms and conditionsgoverning any Awards that the Committee determines will be subject to Section 409A of theCode, including any rules for elective or mandatory deferral of the delivery of cash orShares pursuant thereto and any rules regarding treatment of such Awards in the event of aChange in Control, shall be set forth in the applicable Award Agreement, and shall complyin all respects with Section 409A of the Code. Notwithstanding any other provision of thePlan to the contrary, with respect to any Award to a United States taxpayer thatconstitutes a “nonqualified deferred compensation plan” subject to Section 409A of theCode, any payments (whether in cash, Shares or other property) to be made with respect tothe Award upon the Participant’s Termination of Employment shall be delayed until theearlier of (A) the first day of the seventh month following the Participant’s Terminationof Employment if the Participant is a “specified employee” within the meaning of Section409A of the Code and (B) the Participant’s death.
 
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