AirMedia Group Inc.: Exhibit 4.3 - Filed by newsfilecorp.com






Exhibit 4.3  

AIRMEDIA GROUP INC.

2012 SHARE INCENTIVE PLAN

ARTICLE 1 

PURPOSE

The purpose of the 2012 Share Incentive Plan, as amended to
date (the “Plan”) is to promote the success and enhance the value of AirMedia
Group Inc., a company formed under the laws of the Cayman Islands (the
“Company”) by linking the personal interests of the members of the Board,
Employees, and Consultants to those of the Company shareholders and by providing
such individuals with an incentive for outstanding performance to generate
superior returns to the Company shareholders. The Plan is further intended to
provide flexibility to the Company in its ability to motivate, attract, and
retain the services of members of the Board, Employees, and Consultants upon
whose judgment, interest, and special effort the successful conduct of the
Company’s operation is largely dependent.

ARTICLE 2 

DEFINITIONS AND CONSTRUCTION

Wherever the following terms are used in the Plan they shall
have the meanings specified below, unless the context clearly indicates
otherwise. The singular pronoun shall include the plural where the context so
indicates.

2.1 “Applicable Laws” means the legal requirements relating to
the Plan and the Awards under applicable provisions of the corporate,
securities, tax and other laws, rules, regulations and government orders, and
the rules of any applicable Share exchange or national market system, of any
jurisdiction applicable to Awards granted to residents therein.

2.2 “Award” means an Option, a Restricted Share award, a Share
Appreciation Right award, a Dividend Equivalents award, a Share Payment award, a
Deferred Share award, or a Restricted Share Unit award granted to a Participant
pursuant to the Plan.

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

2.4 “Board” means the Board of Directors of the Company.

2.5 “Change in Control” means a change in ownership or control
of the Company effected through either of the following transactions:

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

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



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




2.7 “Committee” means the committee of the Board described in
Article 11.

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

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

	 	 	(a) 	
      an amalgamation, arrangement or consolidation in which
      the Company is not the surviving entity, except for a transaction the
      principal purpose of which is to change the jurisdiction in which the
      Company is incorporated;

	 	 	 	 
	 	 	(b) 	
      the sale, transfer or other disposition of all or
      substantially all of the assets of the Company;

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

	 	 	 	 
	 	 	(d) 	
      any reverse takeover or series of related transactions
      culminating in a reverse takeover (including, but not limited to, a tender
      offer followed by a reverse takeover) in which the Company is the
      surviving entity but (A) the Ordinary Shares outstanding immediately prior
      to such takeover are converted or exchanged by virtue of the takeover into
      other property, whether in the form of securities, cash or otherwise, or
      (B) in which securities possessing more than fifty percent (50%) of the
      total combined voting power of the Company’s outstanding securities are
      transferred to a person or persons different from those who held such
      securities immediately prior to such takeover or the initial transaction
      culminating in such takeover, but excluding any such transaction or series
      of related transactions that the Committee determines shall not be a
      Corporate Transaction; or

	 	 	 	 
	 	 	(e) 	
      acquisition in a single or series of related transactions
      by any person or related group of persons (other than the Company or by a
      Company-sponsored employee benefit plan) of beneficial ownership (within
      the meaning of Rule 13d-3 of the Exchange Act) of securities possessing
      more than fifty percent (50%) of the total combined voting power of the
      Company’s outstanding securities but excluding any such transaction or
      series of related transactions that the Committee determines shall not be
      a Corporate Transaction.



2.10 “Deferred Share” means a right to receive a specified
number of Shares during specified time periods pursuant to Article 8.

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

2.12 “Dividend Equivalents” means a right granted to a
Participant pursuant to Article 8 to receive the equivalent value (in cash or
Share) of dividends paid on Share.

2.13 “Effective Date” shall have the meaning set forth in
Section 12.1.

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

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

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

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

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

	 	 	 	 
	 	 	(c) 	
      In the absence of an established market for the Shares of
      the type described in (i) and (ii), above, the Fair Market Value thereof
      shall be determined by the Committee in good faith by reference to the
      placing price of the latest private placement of the Shares and the
      development of the Company’s business operations and the general economic
      and market conditions since such latest private
  placement.



2.17 “Incentive Share Option” means an Option that is intended
to meet the requirements of Section 422 of the Code or any successor provision
thereto.

2.18 “Independent Director” means a member of the Board who is
not an Employee of the Company.

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

2.20 “Non-Qualified Share Option” means an Option that is not
intended to be an Incentive Share Option.

2.21 “Option” means a right granted to a Participant pursuant
to Article 5 of the Plan to purchase a specified number of Shares at a specified
price during specified time periods. An Option may be either an Incentive Share
Option or a Non-Qualified Share Option.

2.22 “Participant” means a person who, as a member of the
Board, Consultant or Employee, has been granted an Award pursuant to the
Plan.

2.23 “Parent” means a parent corporation under Section 424(e)
of the Code.

2.24 “Plan” means this 2012 Share Incentive Plan, as it may be
amended from time to time.

2.25 “PRC” means the People’s Republic of China.

2.26 “Related Entity” means any business, corporation,
partnership, limited liability company or other entity in which the Company, a
Parent or Subsidiary of the Company holds a substantial ownership interest,
directly or indirectly but which is not a Subsidiary and which the Board
designates as a Related Entity for purposes of the Plan.

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2.27 “Restricted Share” means a Share awarded to a Participant
pursuant to Article 6 that is subject to certain restrictions and may be subject
to risk of forfeiture.

2.28 “Restricted Share Unit” means an Award granted pursuant to
Section 8.6.

2.29 “Securities Act” means the Securities Act of 1933 of the
United States, as amended.

2.30 “Service Recipient” means the Company, any Parent or
Subsidiary of the Company and any Related Entity to which a Participant provides
services as an Employee, Consultant or as a Director.

2.31 “Share” means the ordinary share capital of the Company,
par value $0.001 per share, and such other securities of the Company that may be
substituted for Shares pursuant to Article 10.

2.32 “Share Appreciation Right” or “SAR” means a right granted
pursuant to Article 7 to receive a payment equal to the excess of the Fair
Market Value of a specified number of Shares on the date the SAR is exercised
over the Fair Market Value on the date the SAR was granted as set forth in the
applicable Award Agreement.

2.33 “Share Payment” means (a) a payment in the form of Shares,
or (b) an option or other right to purchase Shares, as part of any bonus,
deferred compensation or other arrangement, made in lieu of all or any portion
of the compensation, granted pursuant to Article 8.

2.34 “Subsidiary” means any corporation or other entity of
which a majority of the outstanding voting shares or voting power is
beneficially owned directly or indirectly by the Company.

2.35 “Trading Date” means the closing of the first sale to the
general public of the Shares pursuant to a registration statement filed with and
declared effective by the U.S. Securities and Exchange Commission under the
Securities Act.

ARTICLE 3 

SHARES SUBJECT TO THE PLAN

3.1 Number of Shares.

	 	 	(a) 	
      Subject to the provisions of Article 10 and Section
      3.1(b), the maximum aggregate number of Shares which may be issued
      pursuant to all Awards (including Incentive Share Options) is 6,000,000
      Shares.

	 	 	 	 
	 	 	(b) 	
      To the extent that an Award terminates, expires, or
      lapses for any reason, any Shares subject to the Award shall again be
      available for the grant of an Award pursuant to the Plan. To the extent
      permitted by Applicable Law, Shares issued in assumption of, or in
      substitution for, any outstanding awards of any entity acquired in any
      form or combination by the Company or any Parent or Subsidiary of the
      Company shall not be counted against Shares available for grant pursuant
      to the Plan. Shares delivered by the Participant or withheld by the
      Company upon the exercise of any Award under the Plan, in payment of the
      exercise price thereof or tax withholding thereon, may again be optioned,
      granted or awarded hereunder, subject to the limitations of Section
      3.1(a), If any Restricted Shares are forfeited by the Participant or
      repurchased by the Company, such Shares may again be optioned, granted or
      awarded hereunder, subject to the limitations of Section 3.1(a) .
      Notwithstanding the provisions of this Section 3.1(b), no Shares may again
      be optioned, granted or awarded if such action would cause an Incentive
      Share Option to fail to qualify as an incentive share option under Section
      422 of the Code.



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

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ARTICLE 4 

ELIGIBILITY AND PARTICIPATION

4.1 Eligibility. Persons eligible to participate in this Plan
include Employees, Consultants, and all members of the Board, as determined by
the Committee.

4.2 Participation. Subject to the provisions of the Plan, the
Committee may, from time to time, select from among all eligible individuals,
those to whom Awards shall be granted and shall determine the nature and amount
of each Award. No individual shall have any right to be granted an Award
pursuant to this Plan.

4.3 Jurisdictions. In order to assure the viability of Awards
granted to Participants employed in various jurisdictions, the Committee may
provide for such special terms as it may consider necessary or appropriate to
accommodate differences in local law, tax policy, or custom applicable in the
jurisdiction in which the Participant resides or is employed. Moreover, the
Committee may approve such supplements to, or amendments, restatements, or
alternative versions of, the Plan as it may consider necessary or appropriate
for such purposes without thereby affecting the terms of the Plan as in effect
for any other purpose; provided, however, that no such supplements,
amendments, restatements, or alternative versions shall increase the share
limitations contained in Section 3.1 of the Plan. Notwithstanding the foregoing,
the Committee may not take any actions hereunder, and no Awards shall be
granted, that would violate any Applicable Laws.

ARTICLE 5 

OPTIONS

5.1 General. The Committee is authorized to grant Options to
Participants on the following terms and conditions:

	 	 	(a) 	
      Exercise Price. The exercise price per Share subject to
      an Option shall be determined by the Committee and set forth in the Award
      Agreement which may be a fixed or variable price related to the Fair
      Market Value of the Shares; provided, however, that no Option may be
      granted to an individual subject to taxation in the United States at less
      than the Fair Market Value on the date of grant. The exercise price per
      Share subject to an Option may be adjusted in the absolute discretion of
      the Committee, the determination of which shall be final, binding and
      conclusive. For the avoidance of doubt, to the extent not prohibited by
      Applicable Law or any exchange rule, a repricing of Options mentioned in
      the preceding sentence shall be effective without the approval of the
      Company’s shareholders or the approval of the Participants.
      Notwithstanding the foregoing, the exercise price per Share subject to an
      Option shall not be increased without the approval of the
    Participants.

	 	 	 	 
	 	 	(b) 	
      Time and Conditions of Exercise. The Committee shall
      determine the time or times at which an Option may be exercised in whole
      or in part, including exercise prior to vesting; provided that the term of
      any Option granted under the Plan shall not exceed ten years, except as
      provided in Section 12.2. The Committee shall also determine any
      conditions, if any, that must be satisfied before all or part of an Option
      may be exercised.

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



5 





	 	 	(d) 	
      Evidence of Grant. All Options shall be evidenced by an
      Award Agreement between the Company and the Participant. The Award
      Agreement shall include such additional provisions as may be specified by
      the Committee.



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

	 	 	(a) 	
      Expiration of Option. An incentive Share Option may not
      be exercised to any extent by anyone after the first to occur of the
      following events, unless otherwise approved by the Committee in a separate
      resolution:

	 	 	 	 	 
	 	 		(i) 	
      Ten years from the date it is granted, unless an earlier
      time is set in the Award Agreement;

	 	 	 	 	 
	 	 		(ii) 	
      Three months after the Participant’s termination of
      employment as an Employee; and

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

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

	 	 	 	 	 
	 	 	(c) 	
      Ten Percent Owners. An Incentive Share Option shall be
      granted to any individual who, at the date of grant, owns Shares
      possessing more than ten percent of the total combined voting power of all
      classes of shares of the Company only if such Option is granted at a price
      that is not less than 110% of Fair Market Value on the date of grant and
      the Option is exercisable for no more than five years from the date of
      grant.

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

	 	 	 	 	 
	 	 	(e) 	
      Expiration of Incentive Share Options. No Award of an
      Incentive Share Option may be made pursuant to this Plan after the tenth
      anniversary of the Effective Date.

	 	 	 	 	 
	 	 	(f) 	
      Right to Exercise. During a Participant’s lifetime, an
      Incentive Share Option may be exercised only by the
  Participant.



6 




5.3 Substitution of Share Appreciation Rights. The Committee
may provide in the Award Agreement evidencing the grant of an Option that the
Committee, in its sole discretion, shall have to right to substitute a Share
Appreciation Right for such Option at any time prior to or upon exercise of such
Option, provided that such Share Appreciation Right shall be exercisable for the
same number of shares of Share as such substituted Option would have been
exercisable for. 

ARTICLE 6 

RESTRICTED SHARES

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

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

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

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

ARTICLE 7 

SHARE APPRECIATION RIGHTS

7.1 Grant of Share Appreciation Rights.

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

	 	 	 	 
	 	 	(b) 	
      A Share Appreciation Right shall entitle the Participant
      (or other person entitled to exercise the Share Appreciation Right
      pursuant to the Plan) to exercise all or a specified portion of the Share
      Appreciation Right (to the extent then exercisable pursuant to its terms)
      and to receive from the Company an amount determined by multiplying the
      difference obtained by subtracting the exercise price per share of the
      Share Appreciation Right from the Fair Market Value of a Share on the date
      of exercise of the Share Appreciation Right by the number of Shares with
      respect to which the Share Appreciation Right shall have been exercised,
      subject to any limitations the Committee may
impose.



7.2 Payment and Limitations on Exercise.

	 	 	(a) 	
      Payment of the amounts determined under Section 7.1(b)
      above shall be in cash, in Shares (based on its Fair Market Value as of
      the date the Share Appreciation Right is exercised) or a combination of
      both, as determined by the Committee in the Award
  Agreement.



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	 	 	(b) 	
      To the extent any payment under Section 7.1(b) is
      effected in Shares it shall be made subject to satisfaction of all
      provisions of Article 5 above pertaining to
Options.



ARTICLE 8 

OTHER TYPES OF AWARDS

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

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

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

8.4 Restricted Share Units. The Committee is authorized to make
Awards of Restricted Share Units to any Participant selected by the Committee in
such amounts and subject to such terms and conditions as determined by the
Committee. At the time of grant, the Committee shall specify the date or dates
on which the Restricted Share Units shall become fully vested and
nonforfeitable, and may specify such conditions to vesting as it deems
appropriate. At the time of grant, the Committee shall specify the maturity date
applicable to each grant of Restricted Share Units which shall be no earlier
than the vesting date or dates of the Award and may be determined at the
election of the grantee. On the maturity date, the Company shall transfer to the
Participant one unrestricted, fully transferable Share for each Restricted Share
Unit scheduled to be paid out on such date and not previously forfeited. The
Committee shall specify the purchase price, if any, to be paid by the grantee to
the Company for such Shares.

8.5 Term. Except as otherwise provided herein, the term of any
Award of Dividend Equivalents, Share Payments, Deferred Share, or Restricted
Share Units shall be set by the Committee in its discretion.

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

8.7 Exercise Upon Termination of Employment or Service. An
Award of Dividend Equivalents, Deferred Share, Share Payments, and Restricted
Share Units shall only be exercisable or payable while the Participant is an
Employee, Consultant or a member of the Board, as applicable; provided,
however, that the Committee in its sole and absolute discretion may provide
that an Award of Dividend Equivalents, Share Payments, Deferred Share, or
Restricted Share Units may be exercised or paid subsequent to a termination of
employment or service, as applicable, or following a Change of Control of the
Company, or because of the Participant’s retirement, death or Disability, or
otherwise.

8.8 Form of Payment. Payments with respect to any Awards
granted under this Article 8 shall be made in cash, in Shares or a combination
of both, as determined by the Committee.

8.9 Award Agreement. All Awards under this Article 8 shall be
subject to such additional terms and conditions as determined by the Committee
and shall be evidenced by an Award Agreement.

8 




ARTICLE 9 

PROVISIONS APPLICABLE TO AWARDS

9.1 Stand-Alone and Tandem Awards. Awards granted pursuant to
the Plan may, in the discretion of the Committee, be granted either alone, in
addition to, or in tandem with, any other Award granted pursuant to the Plan.
Awards granted in addition to or in tandem with other Awards may be granted
either at the same time as or at a different time from the grant of such other
Awards.

9.2 Award Agreement. Awards under the Plan shall be evidenced
by Award Agreements that set forth the terms, conditions and limitations for
each Award which may include the term of an Award, the provisions applicable in
the event the Participant’s employment or service terminates, and the Company’s
authority to unilaterally or bilaterally amend, modify, suspend, cancel or
rescind an Award.

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

9.4 Beneficiaries. Notwithstanding Section 9.3, a Participant
may, in the manner determined by the Committee, designate a beneficiary to
exercise the rights of the Participant and to receive any distribution with
respect to any Award upon the Participant’s death. A beneficiary, legal
guardian, legal representative, or other person claiming any rights pursuant to
the Plan is subject to all terms and conditions of the Plan and any Award
Agreement applicable to the Participant, except to the extent the Plan and Award
Agreement otherwise provide, and to any additional restrictions deemed necessary
or appropriate by the Committee. If the Participant is married and resides in a
community property state, a designation of a person other than the Participant’s
spouse as his or her beneficiary with respect to more than 50% of the
Participant’s interest in the Award shall not be effective without the prior
written consent of the Participant’s spouse. If no beneficiary has been
designated or survives the Participant, payment shall be made to the person
entitled thereto pursuant to the Participant’s will or the laws of descent and
distribution. Subject to the foregoing, a beneficiary designation may be changed
or revoked by a Participant at any time provided the change or revocation is
filed with the Committee.

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

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

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

ARTICLE 10 

CHANGES IN CAPITAL STRUCTURE

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

10.2 Acceleration upon a Change of Control. Except as may
otherwise be provided in any Award Agreement or any other written agreement
entered into by and between the Company and a Participant, if a Change of
Control occurs and a Participant’s Options, Restricted Share or Share
Appreciation Rights settled in Shares are not converted, assumed, or replaced by
a successor, such Awards shall become fully exercisable and all forfeiture
restrictions on such Awards shall lapse. Upon, or in anticipation of, a Change
of Control, the Committee may in its sole discretion provide for (i) any and all
Awards outstanding hereunder to terminate at a specific time in the future and
shall give each Participant the right to exercise such Awards during a period of
time as the Committee shall determine, (ii) either the purchase of any Award for
an amount of cash equal to the amount that could have been attained upon the
exercise of such Award or realization of the Participant’s rights had such Award
been currently exercisable or payable or fully vested (and, for the avoidance of
doubt, if as of such date the Committee determines in good faith that no amount
would have been attained upon the exercise of such Award or realization of the
Participant’ s rights, then such Award may be terminated by the Company without
payment), (iii) the replacement of such Award with other rights or property
selected by the Committee in its sole discretion the assumption of or
substitution of such Award by the successor or surviving corporation, or a
parent or subsidiary thereof, with appropriate adjustments as to the number and
kind of Shares and prices, or (iv) provide for payment of Awards in cash based
on the value of Shares on the date of the Change of Control plus reasonable
interest on the Award through the date such Award would otherwise be vested or
have been paid in accordance with its original terms, if necessary to comply
with Section 409A of the Code.

10.3 Outstanding Awards — Corporate Transactions. In the event
of a Corporate Transaction, each Award will terminate upon the consummation of
the Corporate Transaction, unless the Award is assumed by the successor entity
or Parent thereof in connection with the Corporate Transaction. Except as
provided otherwise in an individual Award Agreement, in the event of a Corporate
Transaction and:

	 	 	(a) 	
      the Award either is (x) assumed by the successor entity
      or Parent thereof or replaced with a comparable Award (as determined by
      the Committee) with respect to shares of the capital stock of the
      successor entity or Parent thereof or (y) replaced with a cash incentive
      program of the successor entity which preserves the compensation element
      of such Award existing at the time of the Corporate Transaction and
      provides for subsequent payout in accordance with the same vesting
      schedule applicable to such Award, then such Award (if assumed), the
      replacement Award (if replaced), or the cash incentive program
      automatically shall become fully vested, exercisable and payable and be
      released from any restrictions on transfer (other than transfer
      restrictions applicable to Options) and repurchase or forfeiture rights,
      immediately upon termination of the Participant’s employment or service
      with all Service Recipient within twelve (12) months of the Corporate
      Transaction without cause; and

	 	 	 	 
	 	 	(b) 	
      For each Award that is neither assumed nor replaced, such
      portion of the Award shall automatically become fully vested and
      exercisable and be released from any repurchase or forfeiture rights
      (other than repurchase rights exercisable at Fair Market Value) for all of
      the Shares at the time represented by such portion of the Award,
immediately prior to the specified effective date of such Corporate Transaction,
provided that the Participant remains an Employee, Consultant or Director on the
effective date of the Corporate Transaction.



10 




10.4 Outstanding Awards — Other Changes. In the event of any
other change in the capitalization of the Company or corporate change other than
those specifically referred to in this Article 10, the Committee may, in its
absolute discretion, make such adjustments in the number and class of shares
subject to Awards outstanding on the date on which such change occurs and in the
per share grant or exercise price of each Award as the Committee may consider
appropriate to prevent dilution or enlargement of rights.

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

ARTICLE 11 

ADMINISTRATION

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

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

11.3 Authority of Committee. Subject to any specific
designation in the Plan, the Committee has the exclusive power, authority and
discretion to:

	 	 	(a) 	
      Designate Participants to receive Awards;

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

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

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



11 





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

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

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

	 	 	 	 
	 	 	(h) 	
      Establish, adopt, or revise any rules and regulations as
      it may deem necessary or advisable to administer the Plan;

	 	 	 	 
	 	 	(i) 	
      Interpret the terms of, and any matter arising pursuant
      to, the Plan or any Award Agreement;

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

	 	 	 	 
	 	 	(k) 	
      Make all other decisions and determinations that may be
      required pursuant to the Plan or as the Committee deems necessary or
      advisable to administer the Plan.



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

ARTICLE 12 

EFFECTIVE AND EXPIRATION DATE

12.1 Effective Date. The Plan is effective as of the date the
Plan is approved by the Company’s board of directors (the “Effective Date”).

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

ARTICLE 13 

AMENDMENT, MODIFICATION, AND TERMINATION

13.1 Amendment, Modification, And Termination. With the
approval of the Board, at any time and from time to time, the Committee may
terminate, amend or modify the Plan; provided, however, that (a) to the extent
necessary and desirable to comply with any applicable law, regulation, or stock
exchange rule, the Company shall obtain shareholder approval of any Plan
amendment in such a manner and to such a degree as required, and (b) shareholder
approval is required for any amendment to the Plan that (i) permits the
Committee to grant Options with an exercise price that is below Fair Market
Value on the date of grant, (ii) permits the Committee to extend the exercise
period for an Option beyond ten years from the date of grant, or (iii) results
in a material increase in benefits or a change in eligibility requirements.

13.2 Awards Previously Granted. Except with respect to
amendments made pursuant to Section 13.1, no termination, amendment, or
modification of the Plan shall adversely affect in any material way any Award
previously granted pursuant to the Plan without the prior written consent of the
Participant.

ARTICLE 14 

GENERAL PROVISIONS

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

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14.2 No Shareholders Rights. No Award gives the Participant any
of the rights of a Shareholder of the Company unless and until Shares are in
fact issued to such person in connection with such Award.

14.3 Taxes. No Shares shall be delivered under the Plan to any
Participant until such Participant has made arrangements acceptable to the
Committee for the satisfaction of any income and employment tax withholding
obligations under Applicable Laws. The Company or any Subsidiary shall have the
authority and the right to deduct or withhold, or require a Participant to remit
to the Company, an amount sufficient to satisfy federal, state, local and
foreign taxes (including the Participant’s payroll tax obligations) required by
law to be withheld with respect to any taxable event concerning a Participant
arising as a result of this Plan. The Committee may in its discretion and in
satisfaction of the foregoing requirement allow a Participant to elect to have
the Company withhold Shares otherwise issuable under an Award (or allow the
return of Shares) having a Fair Market Value equal to the sums required to be
withheld. Notwithstanding any other provision of the Plan, the number of Shares
which may be withheld with respect to the issuance, vesting, exercise or payment
of any Award (or which may be repurchased from the Participant of such Award
after such Shares were acquired by the Participant from the Company) in order to
satisfy the Participant’s federal, state, local and foreign income and payroll
tax liabilities with respect to the issuance, vesting, exercise or payment of
the Award shall, unless specifically approved by the Committee, be limited to
the number of Shares which have a Fair Market Value on the date of withholding
or repurchase equal to the aggregate amount of such liabilities based on the
minimum statutory withholding rates for federal, state, local and foreign income
tax and payroll tax purposes that are applicable to such supplemental taxable
income.

14.4 No Right to Employment or Services. Nothing in the Plan or
any Award Agreement shall interfere with or limit in any way the right of the
Service Recipient to terminate any Participant’s employment or services at any
time, nor confer upon any Participant any right to continue in the employ or
service of any Service Recipient.

14.5 Unfunded Status of Awards. The Plan is intended to be an
“unfunded” plan for incentive compensation. With respect to any payments not yet
made to a Participant pursuant to an Award, nothing contained in the Plan or any
Award Agreement shall give the Participant any rights that are greater than
those of a general creditor of the Company or any Subsidiary.

14.6 Indemnification. To the extent allowable pursuant to
applicable law, each member of the Committee or of the Board shall be
indemnified and held harmless by the Company from any loss, cost, liability, or
expense that may be imposed upon or reasonably incurred by such member in
connection with or resulting from any claim, action, suit, or proceeding to
which he or she may be a party or in which he or she may be involved by reason
of any action or failure to act pursuant to the Plan and against and from any
and all amounts paid by him or her in satisfaction of judgment in such action,
suit, or proceeding against him or her;provided he or she gives the
Company an opportunity, at its own expense, to handle and defend the same before
he or she undertakes to handle and defend it on his or her own behalf. The
foregoing right of indemnification shall not be exclusive of any other rights of
indemnification to which such persons may be entitled pursuant to the Company’s
Memorandum of Association and Articles of Association, as a matter of law, or
otherwise, or any power that the Company may have to indemnify them or hold them
harmless.

14.7 Relationship to other Benefits. No payment pursuant to the
Plan shall be taken into account in determining any benefits pursuant to any
pension, retirement, savings, profit sharing, group insurance, welfare or other
benefit plan of the Company or any Subsidiary except to the extent otherwise
expressly provided in writing in such other plan or an agreement thereunder.

14.8 Expenses. The expenses of administering the Plan shall be
borne by the Company and its Subsidiaries.

14.9 Titles and Headings. The titles and headings of the
Sections in the Plan are for convenience of reference only and, in the event of
any conflict, the text of the Plan, rather than such titles or headings, shall
control.

14.10 Fractional Shares. No fractional shares of Share shall be
issued and the Committee shall determine, in its discretion, whether cash shall
be given in lieu of fractional shares or whether such fractional shares shall be
eliminated by rounding up or down as appropriate.

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

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14.12 Governing Law. The Plan and all Award Agreements shall be
construed in accordance with and governed by the laws of the Cayman Islands.

14.13 Section 409A. To the extent that the Committee determines
that any Award granted under the Plan is or may become subject to Section 409A
of the Code, the Award Agreement evidencing such Award shall incorporate the
terms and conditions required by Section 409A of the Code. To the extent
applicable, the Plan and the Award Agreements shall be interpreted in accordance
with Section 409A of the Code and the U.S. Department of Treasury regulations
and other interpretative guidance issued thereunder, including without
limitation any such regulation r or other guidance that may be issued after the
Effective Date. Notwithstanding any provision of the Plan to the contrary, in
the event that following the Effective Date the Committee determines that any
Award may be subject to Section 409A of the Code and related Department of
Treasury guidance (including such Department of Treasury guidance as may be
issued after the Effective Date), the Committee may adopt such amendments to the
Plan and the applicable Award agreement or adopt other policies and procedures
(including amendments, policies and procedures with retroactive effect), or take
any other actions, that the Committee determines is necessary or appropriate to
(a) exempt the Award from Section 409A of the Code and /or preserve the intended
tax treatment of the benefits provided with respect to the Award, or (b) comply
with the requirements of Section 409A of the Code and related U.S. Department of
Treasury guidance.

14.14 Appendices. The Committee may approve such supplements,
amendments or appendices to the Plan as it may consider necessary or appropriate
for purposes of compliance with applicable laws or otherwise and such
supplements, amendments or appendices shall be considered a part of the Plan;
provided, however, that no such supplements shall increase the share limitations
contained in Sections 3.1 and 3.3 of the Plan.

14