Common use of Employee Stock Option Plan Clause in Contracts

Employee Stock Option Plan. (i) After the completion of the Offshore Reorganization, an employee share option plan (the “Original ESOP”) shall be adopted among the Company and the Founders pursuant to which options to purchase up to 2% of the Ordinary Shares issued and outstanding prior to the Closing may be issued to qualifying officers, directors and employees of the Company Group. (ii) Options under the Original ESOP (“Options”) shall be granted by the Financial Committee (or any other committee of the Board of Directors formed for the purpose of deciding and administering matters relating to compensation). (iii) The Ordinary Shares subject to the options (“Optionable Shares”) shall be made available for issuance under the Original ESOP by the Founders ratably in accordance with their respective holdings of Ordinary Shares prior to the Closing. The Founders shall place such Optionable Shares, together with undated share transfers executed in blank, in escrow with an agent (the “Option Agent”) for issuance against exercise of options. The Option Agent shall transfer Ordinary Shares (“Option Shares”) against the exercise of options in accordance with the terms of the Original ESOP. (iv) The Original ESOP shall include such ordinary and customary terms as the Parties may agree, including among others the following: (a) the Original ESOP shall be administered by the Financial Committee or such other committee, which shall grant Options in accordance with the provisions of the Original ESOP and on such other terms as they may in their discretion determine, in relation to the number of options, vesting schedule, exercise price and other terms; (b) the vesting schedule for Options granted under the Original ESOP shall not be less than four (4) years, with a maximum of 25% of the Options under any grant vesting in each year; (c) Options not exercised prior to the expiration date specified in the relevant grant shall expire, subject to any extension approved by the Financial Committee or such other committee; (d) Options granted to employees whose employment is involuntarily terminated for cause, and Options granted to employees who voluntarily leave the employ of the Company, shall forthwith terminate; (e) no Options granted under the Original ESOP shall have an exercise price of less than the greater of (A) fair market value of the Option Shares at the date of grant and (B) the purchase price per share of the Series A Preferred Shares purchased by the Series A Investor hereunder; and (f) no Options shall be granted under the Original ESOP unless both the grant and the exercise of the Options and the transfer of the Option Shares by the Option Agent are exempt from registration requirements under applicable securities laws, including the Securities Act. (v) Prior to the Qualified IPO, the Company shall adopt a new employee share option plan (“IPO ESOP”) and a long-term incentive plan (“LTIP”) on such terms as the shareholders shall agree. Commencing from the time of the adoption of the IPO ESOP and the LTIP (the “Adoption Date”): (a) no further Options shall be issued pursuant to the Original ESOP; and (b) the Option Agent shall promptly release from escrow and return to the Founders in proportion with their interests any Optionable Shares as to which Options have not been granted as of the Adoption Date and any Optionable Shares as to which the Options granted have not been exercised (“Unexercised Options”) as of the Adoption Date or have expired or terminated. (vi) Commencing from the Adoption Date, upon the exercise of Unexercised Options granted under the Original ESOP, the Company shall deliver newly-issued Ordinary Shares reserved for this purpose under the IPO ESOP. (vii) The Company, the Founders and Kinko shall have, obtained (or cause the Subsidiaries to have obtained) all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary to adopt the Original ESOP in compliance with PRC Law and regulations.

Employee Stock Option Plan. On or prior to the expiration of sixty (60) days after the Closing Date, the Company shall enact an employee stock option plan, subject to the approval of the Buyers, for certain key members of management covering options to purchase a total of 6,600,000 shares of Common Stock of the Company (“Plan”). The Parties agree that such number of options shall be granted to the following key members of the Company as set forth opposite their respective names in Exhibit J hereto. The options to collectively purchase 1,100,000 shares of Common Stock under the said Plan shall vest on each anniversary of the grant until the end of six years, whereby all the options to purchase the 6,600,000 shares of Common Stock shall vest and be immediately exerciseable. However, in the event (i) After the completion of the Offshore Reorganization, an employee share option plan (the “Original ESOP”) shall be adopted among the Company and reports an after tax Net Income of $14,000,000 in its Annual Report on Form 10-K filed with the Founders pursuant to which SEC for its fiscal year 2008, then options to purchase up 2,200,000 shares of Common Stock in the aggregate under the Plan shall vest and become immediately exercisable and each grantee of such options shall be entitled to 2% exercise his/her options rateably, (ii) the Company reports an after tax Net Income of $18,000,000 in its Annual Report on Form 10-K filed with the Ordinary Shares issued SEC for its fiscal year 2009, then options to purchase another 2,200,000 shares of Common Stock in the aggregate under the Plan shall vest and outstanding prior become immediately exercisable and each grantee of such options shall be entitled to exercise his/her options rateably and (iii) the Company reports an after tax Net Income of $22,000,000 in its Annual Report on Form 10-K filed with the SEC for its fiscal year 2010, then options to purchase another 2,200,000 shares of Common Stock in the aggregate under the Plan shall vest and become immediately exercisable and each grantee of such options shall be entitled to exercise his/her options rateably. The number of shares of Common Stock covered by the Plan shall be subject to adjustment for subsequent events, including but not limited to the Closing may Reverse Split described in section 4 (p) of this Agreement.”Net Income” shall be issued to qualifying officersdefined in accordance with the United States generally accounting principles and shall not, directors for the purposes of this Agreement and employees of the Company Group.transactions contemplated hereby include: (i) the offering and transactional costs associated with this $7,500,000 private placement financing transaction, including without limitation, legal and audit costs, registration and filing fees; (ii) Options under losses the Original ESOP Company has suffered or reasonably calculated to have suffered as a result of a force majeure event, which shall mean (“Options”i) shall be granted acts of God such as earthquakes with an intensity of more than 7.0 on the Xxxxxxx scale in geographic areas where the Company derives more than 50% of its revenue, or (ii) snow storms, rainstorms, floods and other natural catastrophes of such intensity and/or duration that exceed the average monthly amount for that geographic area by more than 100% in geographic areas in which the Financial Committee (or any other committee Company derives more than 50% of the Board of Directors formed for the purpose of deciding and administering matters relating to compensation).its revenue; (iii) The Ordinary Shares subject to the options (“Optionable Shares”) shall be made available for issuance under the Original ESOP costs and expense incurred by the Founders ratably Company in accordance with their respective holdings 2008 and incurred in 2009 in establishing an employee stock option plan pursuant to Section 4(o) of Ordinary Shares prior this Securities Purchase Agreement and granting stock options to the ClosingXx. The Founders shall place such Optionable Shares, together with undated share transfers executed in blank, in escrow with an agent (the “Option Agent”) for issuance against exercise of options. The Option Agent shall transfer Ordinary Shares (“Option Shares”) against the exercise of options in accordance with the terms of the Original ESOP.Xxxxxxxxx Xxxxx thereunder; and (iv) The Original ESOP shall include such ordinary and customary terms as the Parties may agree, including among others the following: (a) the Original ESOP shall be administered any compensation expense incurred by the Financial Committee or such other committee, which shall grant Options Company in accordance connection with the provisions release of the Original ESOP and on such other terms as they may in their discretion determine, in relation to the number of options, vesting schedule, exercise price and other terms; (b) the vesting schedule for Options granted any escrow shares under the Original ESOP shall not be less than four (4) years, with a maximum of 25% of the Options under any grant vesting in each year; (c) Options not exercised prior to the expiration date specified in the relevant grant shall expire, subject to any extension approved by the Financial Committee or such other committee; (d) Options granted to employees whose employment is involuntarily terminated for cause, and Options granted to employees who voluntarily leave the employ of Make Good Securities Escrow Agreement between the Company, shall forthwith terminate; (e) no Options granted under the Original ESOP shall have an exercise price of less than the greater of (A) fair market value of the Option Shares at the date of grant Buyers, Xx. Xxxxxxxxx Xxxxx and (B) the purchase price per share of the Series A Preferred Shares purchased by the Series A Investor hereunder; and (f) no Options shall be granted under the Original ESOP unless both the grant and the exercise of the Options and the transfer of the Option Shares by the Option Agent are exempt from registration requirements under applicable securities lawsSichenzia Xxxx Xxxxxxxx Xxxxxxx LLP, including the Securities Actas escrow agent dated August 28, 2008 to Xx. Xxxxxxxxx Xxxxx. (v) Prior to the Qualified IPO, the Company shall adopt a new employee share option plan (“IPO ESOP”) and a long-term incentive plan (“LTIP”) on such terms as the shareholders shall agree. Commencing from the time of the adoption of the IPO ESOP and the LTIP (the “Adoption Date”): (a) no further Options shall be issued pursuant to the Original ESOP; and (b) the Option Agent shall promptly release from escrow and return to the Founders in proportion with their interests any Optionable Shares as to which Options have not been granted as of the Adoption Date and any Optionable Shares as to which the Options granted have not been exercised (“Unexercised Options”) as of the Adoption Date or have expired or terminated. (vi) Commencing from the Adoption Date, upon the exercise of Unexercised Options granted under the Original ESOP, the Company shall deliver newly-issued Ordinary Shares reserved for this purpose under the IPO ESOP. (vii) The Company, the Founders and Kinko shall have, obtained (or cause the Subsidiaries to have obtained) all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary to adopt the Original ESOP in compliance with PRC Law and regulations.

Employee Stock Option Plan. (i) After the completion As of the Offshore Reorganizationdate of this Amended and Restated Employment Agreement, an employee share option plan you have been granted certain stock options by the board of directors of D-Wave, under D-Wave’s Amended and Restated Equity Incentive Plan (the “Original ESOPPlan”) shall be adopted among the Company and the Founders pursuant to which options to purchase up to 2% of the Ordinary Shares issued and outstanding prior to the Closing may be issued to qualifying officers, directors and employees of the Company Group. (ii) Options under the Original ESOP (“Options”) shall be granted by the Financial Committee (or any other committee of the Board of Directors formed for the purpose of deciding and administering matters relating to compensation). (iii) The Ordinary Shares subject to the options (“Optionable Shares”) shall be made available for issuance under the Original ESOP by the Founders ratably in accordance with their respective holdings of Ordinary Shares prior to the Closing. The Founders shall place such Optionable Shares, together with undated share transfers executed in blank, in escrow with an agent (the “Option Agent”) for issuance against exercise of options. The Option Agent shall transfer Ordinary Shares (“Option Shares”) against the exercise of options in accordance with the terms of the Original ESOP. (iv) The Original ESOP shall include such ordinary and customary terms as Plan. Following the Parties may agreeclose of a Qualified Financing, including among others the followingCompany will recommend to the board of directors of D-Wave that: (ai) the Original ESOP shall you be administered granted an additional option to purchase up to 3,700,000 Class A voting common shares of D-Wave at an exercise price to be determined by the Financial Committee or such other committee, which shall grant Options board of directors of D-Wave in their sole discretion; vesting in accordance with the provisions Plan, except that in the event a Change in Control of D-Wave as defined in the Plan occurs, (1) options which would have vested within the 24 months following the Change of Control will vest immediately on the date of the Original ESOP Change of Control and thereafter the balance of unvested options will vest 24 months earlier than they would have vested, and (2) if your employment with the Company is terminated by the Company without cause within 12 months after the Change in Control, all outstanding options will vest immediately on such the date of the termination; and all other terms as they may and conditions in their accordance with the Plan. The board of directors of D-Wave has the sole discretion determineto determine whether to grant the option and the terms and conditions applicable to the option, in relation including but not limited to the number and type of optionsshares, vesting schedule, exercise the price and other terms; (b) the vesting schedule for Options granted under the Original ESOP shall not be less than four (4) years, with a maximum of 25% of the Options under any grant vesting in each year; (c) Options not exercised prior to the expiration date specified in the relevant grant shall expire, subject to any extension approved by the Financial Committee or such other committee; (d) Options granted to employees whose employment is involuntarily terminated for cause, and Options granted to employees who voluntarily leave the employ of the Company, shall forthwith terminate; (e) no Options granted under the Original ESOP shall have an exercise price of less than the greater of (A) fair market value of the Option Shares at the date of grant and (B) the purchase price per share of the Series A Preferred Shares purchased by the Series A Investor hereunderperiod; and (fii) no Options shall be granted under if the Original ESOP unless both board of directors of D-Wave makes changes to or grants additional options to employees of D-Wave or its Affiliates following and related to the grant and the exercise closing of the Options and the transfer a Qualified Financing, that all of the Option Shares by the Option Agent are exempt from registration requirements under applicable securities lawsyour options, including the Securities Act. additional options to be granted in (v) Prior i), be treated in the same way that the board of directors of D-Wave treats such other employee options following and related to the closing of a Qualified IPO, the Company shall adopt a new employee share option plan (“IPO ESOP”) and a long-term incentive plan (“LTIP”) on such terms as the shareholders shall agree. Commencing from the time of the adoption of the IPO ESOP and the LTIP (the “Adoption Date”): (a) no further Options shall be issued pursuant to the Original ESOP; and (b) the Option Agent shall promptly release from escrow and return to the Founders in proportion with their interests any Optionable Shares as to which Options have not been granted as of the Adoption Date and any Optionable Shares as to which the Options granted have not been exercised (“Unexercised Options”) as of the Adoption Date or have expired or terminated. (vi) Commencing from the Adoption Date, upon the exercise of Unexercised Options granted under the Original ESOP, the Company shall deliver newly-issued Ordinary Shares reserved for this purpose under the IPO ESOP. (vii) The Company, the Founders and Kinko shall have, obtained (or cause the Subsidiaries to have obtained) all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary to adopt the Original ESOP in compliance with PRC Law and regulations.Financing;

Employee Stock Option Plan. (i) After the completion of the Offshore Reorganization, an employee share option plan (the “Original ESOP”) shall be adopted among the Company and the Founders pursuant to which options to purchase up to 2% of the Ordinary Shares issued and outstanding prior to the Closing may be issued to qualifying officers, directors and employees of the Company Group. (ii) Options under the Original ESOP (“Options”) shall be granted by the Financial Committee (or any other committee of the Board of Directors formed for the purpose of deciding and administering matters relating to compensation). (iii) The Ordinary Shares subject to the options (“Optionable Shares”) shall be made available for issuance under the Original ESOP by the Founders ratably in accordance with their respective holdings of Ordinary Shares prior to the Closing. The Founders shall place such Optionable Shares, together with undated share transfers executed in blank, in escrow with an agent (the “Option Agent”) for issuance against exercise of options. The Option Agent shall transfer Ordinary Shares (“Option Shares”) against the exercise of options in accordance with the terms of the Original ESOP. (iv) The Original ESOP shall include such ordinary and customary terms as the Parties may agree, including among others the following: (a) the Original ESOP shall be administered by the Financial Committee or such other committee, which shall grant Options in accordance with the provisions of the Original ESOP and on such other terms as they may in their discretion determine, in relation to the number of options, vesting schedule, exercise price and other terms; (b) the vesting schedule for Options granted under the Original ESOP shall not be less than four (4) years, with a maximum of 25% of the Options under any grant vesting in each year; (c) Options not exercised prior to the expiration date specified in the relevant grant shall expire, subject to any extension approved by the Financial Committee or such other committee; (d) Options granted to employees whose employment is involuntarily terminated for cause, and Options granted to employees who voluntarily leave the employ of the Company, shall forthwith terminate; (e) no Options granted under the Original ESOP shall have an exercise price of less than the greater of (A) fair market value of the Option Shares at the date of grant and (B) the purchase price per share of the Series A Preferred Shares purchased by the Series A Investor Everbest hereunder; and (f) no Options shall be granted under the Original ESOP unless both the grant and the exercise of the Options and the transfer of the Option Shares by the Option Agent are exempt from registration requirements under applicable securities laws, including the Securities Act. (v) Prior to the Qualified IPO, the Company shall adopt a new employee share option plan (“IPO ESOP”) and a long-term incentive plan (“LTIP”) on such terms as the shareholders shall agree. Commencing from the time of the adoption of the IPO ESOP and the LTIP (the “Adoption Date”): (a) no further Options shall be issued pursuant to the Original ESOP; and (b) the Option Agent shall promptly release from escrow and return to the Founders in proportion with their interests any Optionable Shares as to which Options have not been granted as of the Adoption Date and any Optionable Shares as to which the Options granted have not been exercised (“Unexercised Options”) as of the Adoption Date or have expired or terminated. (vi) Commencing from the Adoption Date, upon the exercise of Unexercised Options granted under the Original ESOP, the Company shall deliver newly-issued Ordinary Shares reserved for this purpose under the IPO ESOP. (vii) The Company, the Founders and Kinko shall have, obtained (or cause the Subsidiaries to have obtained) all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary to adopt the Original ESOP in compliance with PRC Law and regulations.

Employee Stock Option Plan. (ia) After the completion of the Offshore Reorganization, an employee share option plan (the “Original ESOP”) shall be adopted among the Company and the Founders pursuant to which options to purchase up to 2% of the Ordinary Shares issued and outstanding prior to the Closing may be issued to qualifying officers, directors and employees of the Company Group. (iib) Options under the Original ESOP (“Options”) shall be granted by the Financial Committee (or any other committee of the Board of Directors formed for the purpose of deciding and administering matters relating to compensation). (iiic) The Ordinary Shares subject to the options (“Optionable Shares”) shall be made available for issuance under the Original ESOP by the Founders ratably in accordance with their respective holdings of Ordinary Shares prior to the Closing. The Founders shall place such Optionable Shares, together with undated share transfers executed in blank, in escrow with an agent (the “Option Agent”) for issuance against exercise of options. The Option Agent shall transfer Ordinary Shares (“Option Shares”) against the exercise of options in accordance with the terms of the Original ESOP. (ivd) The Original ESOP shall include such ordinary and customary terms as the Parties may agree, including among others the following: (ai) the Original ESOP shall be administered by the Financial Committee or such other committee, which shall grant Options in accordance with the provisions of the Original ESOP and on such other terms as they may in their discretion determine, in relation to the number of options, vesting schedule, exercise price and other terms; (bii) the vesting schedule for Options granted under the Original ESOP shall not be less than four (4) years, with a maximum of 25% of the Options under any grant vesting in each year; (ciii) Options not exercised prior to the expiration date specified in the relevant grant shall expire, subject to any extension approved by the Financial Committee or such other committee; (div) Options granted to employees whose employment is involuntarily terminated for cause, and Options granted to employees who voluntarily leave the employ of the Company, shall forthwith terminate; (ev) no Options granted under the Original ESOP shall have an exercise price of less than the greater of (A) fair market value of the Option Shares at the date of grant and (B) the purchase price per share of the Series A Preferred Shares purchased by the Series A Investor Investors hereunder; and (fvi) no Options shall be granted under the Original ESOP unless both the grant and the exercise of the Options and the transfer of the Option Shares by the Option Agent are exempt from registration requirements under applicable securities laws, including the Securities Act. (ve) Prior to the Qualified IPO, the Company shall adopt a new employee share option plan (“IPO ESOP”) and a long-term incentive plan (“LTIP”) on such terms as the shareholders shall agree. Commencing from the time of the adoption of the IPO ESOP and the LTIP (the “Adoption Date”): (ai) no further Options shall be issued pursuant to the Original ESOP; and (bii) the Option Agent shall promptly release from escrow and return to the Founders in proportion with their interests any Optionable Shares as to which Options have not been granted as of the Adoption Date and any Optionable Shares as to which the Options granted have not been exercised (“Unexercised Options”) as of the Adoption Date or have expired or terminated. (vif) Commencing from the Adoption Date, upon the exercise of Unexercised Options granted under the Original ESOP, the Company shall deliver newly-issued Ordinary Shares reserved for this purpose under the IPO ESOP. (viig) The Company, the Founders and Kinko shall have, obtained (or cause the Subsidiaries to have obtained) all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary to adopt the Original ESOP in compliance with PRC Law and regulations.