Common use of Share Incentive Plans and Outstanding Company Share Awards Clause in Contracts

Share Incentive Plans and Outstanding Company Share Awards. (a) As soon as practicable following the date hereof, the Company, the Company Board or the compensation committee of the Company Board, as applicable, shall (i) terminate the Share Incentive Plans, and any relevant award agreements applicable to the Share Incentive Plans, as of the Effective Time, (ii) cancel each Company Share Award that is outstanding and unexercised, whether or not vested or exercisable, as of the Effective Time, and (iii) otherwise effectuate the provisions of this Section 2.02. From and after the Effective Time, neither Parent nor the Surviving Company shall be required to issue any Ordinary Shares, other share capital of the Company or the Surviving Company or any other consideration (other than as required by this Section 2.02) to any person pursuant to or in settlement of any Company Share Award. (b) Each former holder of a Vested Company Option that is cancelled at the Effective Time shall, in exchange therefor, be paid by or at the direction of the Surviving Company or one of its Subsidiaries, as soon as practicable after the Effective Time (without interest), a cash amount equal to the product of (i) the excess, if any, of the Per Share Merger Consideration over the Exercise Price of such Vested Company Option and (ii) the number of Ordinary Shares underlying such Vested Company Option, net of any applicable withholding taxes; provided that if the Exercise Price of any such Vested Company Option is equal to or greater than the Per Share Merger Consideration, such Vested Company Option shall be cancelled without any payment therefor. (c) Each former holder of an Unvested Company Option and/or Company Restricted Share Award that is cancelled at the Effective Time shall, in exchange therefor, receive as soon as practicable after the Effective Time, a restricted cash award (“RCA”) in an amount in cash that is the equivalent of, (i) in the case of an Unvested Company Option, the product of (A) the excess, if any, of the Per Share Merger Consideration over the Exercise Price of such Unvested Company Option and (B) the number of Ordinary Shares, underlying such Unvested Company Option, and (ii) in the case of a Company Restricted Share Award, the product of (A) the Per Share Merger Consideration and (B) the number of Ordinary Shares underlying such Company Restricted Share Award; provided that, if the Exercise Price of any such Unvested Company Option is equal to or greater than the Per Share Merger Consideration, such Unvested Company Option shall be cancelled without any payment therefor. Any RCA issued by Parent or the Surviving Company in respect of any Unvested Company Option or Company Restricted Share Award shall be subject to the same vesting conditions and schedules applicable to such Unvested Company Option or Company Restricted Share Award without giving effect to the Transactions, and on the date, and to the extent, that any Unvested Company Option or Company Restricted Share Award would have become vested without giving effect to the Transactions, such corresponding portion of the RCA shall be delivered to the holder of such RCA, net of any applicable withholding taxes, as soon as practicable thereafter. (d) As of the Effective Time, all Company Share Awards shall automatically cease to exist, and each holder of a Company Share Award shall cease to have any rights with respect thereto, except the right to receive the cash payment and/or the RCAs as provided in this Section 2.02. Promptly following the date hereof, the Company shall deliver written notice to each holder of each Share Award informing such holder of the effect of the Merger on such Share Award.

Share Incentive Plans and Outstanding Company Share Awards. (a) As soon as practicable following the date hereof, the Company, the Company Board or the compensation committee of the Company Board, as applicable, shall take the actions as set forth on Section 2.02(a) of the Company Disclosure Schedule to (i) terminate the Company’s Share Incentive Plans, and any relevant award agreements applicable to the Share Incentive Plans, as of the Effective Time, (ii) cancel each Company Share Award that is outstanding and unexercised, whether or not vested or exercisable, as of the Effective Time, and (iii) otherwise effectuate the provisions of this Section 2.02. From and after the Effective Time, neither Parent nor the Surviving Company shall be required to issue any Ordinary Shares, other share capital of the Company or the Surviving Company or any other consideration (other than as required by this Section 2.02) to any person pursuant to or in settlement of any Company Share Award. (b) Each former holder of a Vested Company Option that is cancelled at the Effective Time shall, in exchange therefor, be paid by or at the direction of the Surviving Company or one of its Subsidiaries, as soon as practicable after the Effective Time (without interest), a cash amount equal to the product of (i) the excess, if any, of the Per Share Merger Consideration over the Exercise Price of such Vested Company Option and (ii) the number of Ordinary Shares underlying such Vested Company Option, net of any applicable withholding taxes; provided that if the Exercise Price of any such Vested Company Option is equal to or greater than the Per Share Merger Consideration, such Vested Company Option shall be cancelled without any payment therefor. (c) Each former holder of an Unvested Company Option and/or Company Restricted Share Award that is cancelled at the Effective Time shall, in exchange therefor, receive as soon as practicable after the Effective Time, a restricted cash award (“RCA”) in an amount in cash that is the equivalent of, (i) in the case of an Unvested Company Option, the product of (A) the excess, if any, of the Per Share Merger Consideration over the Exercise Price of such Unvested Company Option and (B) the number of Ordinary Shares, Shares underlying such Unvested Company Option, and (ii) in the case of a Company Restricted Share Award, the product of (A) the Per Share Merger Consideration and (B) the number of Ordinary Shares underlying such Company Restricted Share Award; provided that, that if the Exercise Price of any such Unvested Company Option is equal to or greater than the Per Share Merger Consideration, Consideration such Unvested Company Option shall be cancelled without any payment therefor. Any Except as set forth in Section 2.02(c) of the Company Disclosure Schedule, any RCA issued by Parent or the Surviving Company in respect of any Unvested Company Option or Company Restricted Share Award shall be subject to the same vesting conditions and schedules applicable to such Unvested Company Option or Company Restricted Share Award without giving effect to the Transactions, and on the date, and to the extent, that any Unvested Company Option or Company Restricted Share Award would have become vested without giving effect to the Transactions, such corresponding portion of the RCA shall be delivered to the holder of such RCA, net of any applicable withholding taxes, as soon as practicable thereafter. (d) As of the Effective Time, all Company Share Awards shall automatically cease to exist, and each holder of a Company Share Award shall cease to have any rights with respect thereto, except the right to receive the cash payment and/or the RCAs as provided in this Section 2.02. Promptly following the date hereof, the Company shall deliver written notice to each holder of each Share Award informing such holder of the effect of the Merger on such Share Award.

Share Incentive Plans and Outstanding Company Share Awards. (a) As soon as practicable following the date hereof, the Company, the Company Board or the compensation committee of the Company Board, as applicable, shall take the actions as set forth on Section 2.02(a) of the Company Disclosure Schedule, to (i) terminate the Company’s Share Incentive Plans, and any relevant award agreements applicable to the Share Incentive Plans, as of the Effective Time, (ii) cancel each Company Share Award that is outstanding and unexercised, whether or not vested or exercisable, as of the Effective Time, and (iii) otherwise effectuate the provisions of this Section 2.02. From and after the Effective Time, neither Parent nor the Surviving Company Corporation shall be required to issue any Ordinary Shares, other share capital of the Company or the Surviving Company Corporation or any other consideration (other than as required by this Section 2.022.02 or the Management Rollover Agreements) to any person pursuant to or in settlement of any Company Share Award. Promptly following the date hereof, the Company shall deliver written notice to each holder of a Company Share Award informing such holder of the effect of the Merger on its Company Share Awards. (b) Each former holder of a Vested Company Option that is cancelled at the Effective Time shall, in exchange therefor, be paid by or at the direction of the Surviving Company Corporation or one of its Subsidiaries, as soon as practicable after the Effective Time (without interest), a cash amount equal to the product of (i) the excess, if any, of the Per Share Merger Consideration (in the case of a Share Option) or the Per ADS Merger Consideration (in the case of an ADS Option), over the Exercise Price of such Vested Company Option and (ii) the number of Ordinary Shares or ADSs, as applicable, underlying such Vested Company Option, net of any applicable withholding taxes; provided that if the Exercise Price of any such Vested Company Option is equal to or greater than the Per Share Merger ConsiderationConsideration (in the case of a Share Option) or the Per ADS Merger Consideration (in the case of an ADS Option), as applicable, such Vested Company Option shall be cancelled without any payment therefor. (c) Each Except as set forth in the Management Rollover Agreements, each former holder of an Unvested Company Option and/or Company Restricted Share Award RSU that is cancelled at the Effective Time shall, in exchange therefor, receive as soon as practicable after the Effective Time, a restricted cash award (“RCA”) in an amount in cash that is the equivalent of, (i) in the case of an Unvested Company Option, the product of (A) the excess, if any, of the Per Share Merger Consideration (in the case of a Share Option) or the Per ADS Merger Consideration (in the case of an ADS Option), over the Exercise Price of such Unvested Company Option and (B) the number of Ordinary SharesShares or ADSs, as applicable, underlying such Unvested Company Option, and (ii) in the case of a Company Restricted Share AwardRSU, the product of (A) the Per Share Merger Consideration or the Per ADS Merger Consideration, as applicable, and (B) the number of Ordinary Shares or ADSs, as applicable, underlying such Company Restricted Share AwardRSU; provided that, that if the Exercise Price of any such Unvested Company Option is equal to or greater than the Per Share Merger ConsiderationConsideration (in the case of a Share Option) or the Per ADS Merger Consideration (in the case of an ADS Option), such Unvested Company Option shall be cancelled without any payment therefor. Any Except as set forth in Section 2.02(c) of the Company Disclosure Schedule, any RCA issued by Parent or the Surviving Company Corporation in respect of any Unvested Company Option or Company Restricted Share Award RSU shall be subject to the same vesting conditions and schedules applicable to such Unvested Company Option or Company Restricted Share Award RSU without giving effect to the Transactions, and on the date, and to the extent, that any Unvested Company Option or Company Restricted Share Award RSU would have become vested without giving effect to the Transactions, such corresponding portion of the RCA shall be delivered to the holder of such RCA, net of any applicable withholding taxes, as soon as practicable thereafterthereafter (without interest). (d) As of the Effective Time, all Company Share Awards shall automatically cease to exist, and each holder of a Company Share Award shall cease to have any rights with respect thereto, except the right to receive the cash payment and/or payment, the RCAs and/or any other consideration as provided in this Section 2.02. Promptly following 2.02 and the date hereofManagement Rollover Agreements, as the Company shall deliver written notice to each holder of each Share Award informing such holder of the effect of the Merger on such Share Awardcase may be.

Share Incentive Plans and Outstanding Company Share Awards. (a) As soon as reasonably practicable following the date hereof, the Company, acting through the Company Board or the compensation committee of the Company Board, as applicable, or otherwise, shall adopt any resolutions and take any actions that are reasonably necessary to (i) terminate the Share Incentive Plans, Plans and any relevant award agreements applicable to the Share Incentive PlansPlans or any Company Share Award, as of the Effective Time, (ii) cancel each Company Share Award that is outstanding and unexercised, whether or not vested or exercisable, as of the Effective Time, Time and (iii) otherwise effectuate the provisions of this Section 2.02. From and after the Effective Time, neither Parent the Buyer Group nor the Surviving Company shall be required to issue any Ordinary Shares, other share capital of the Company or the Surviving Company Company, share capital of any Buyer Group Party or any other consideration (other than as required by this Section 2.02) to any person pursuant to or in settlement of any Company Share Award. Following the adoption of such resolutions and the taking of such other actions as reasonably necessary to achieve the foregoing by the Company Board or the compensation committee of the Company Board, the Company shall deliver written notice to each holder of a Company Share Award informing such holder of the effect of the Merger on its Company Share Awards. (b) Each Except as otherwise set forth in Section 2.02(b) of the Company Disclosure Schedule, each former holder of a Vested Company Option that is cancelled at the Effective Time shall, in exchange therefor, be paid by or at the direction of the Surviving Company or one of its Subsidiaries, as soon as practicable after the Effective Time (without interest), a cash amount equal to the product of (i) the excess, if any, of the Per Share Merger Consideration (plus the Special Dividend) over the Exercise Price of such Vested Company Option and (ii) the number of Ordinary Shares underlying such Vested Company Option; provided, net of any applicable withholding taxes; provided that if the Exercise Price of any such Vested Company Option is equal to or greater than the Per Share Merger ConsiderationConsideration (plus the Special Dividend), such Vested Company Option shall be cancelled without any payment therefor. (c) Each former holder of an Unvested Company Option and/or Company Restricted Share Award that is cancelled at the Effective Time shall, in exchange therefor, receive as soon as practicable after the Effective Time, a restricted cash award (“RCA”) issued by the Surviving Company in an amount in cash that is the equivalent of, (i) in the case of an Unvested Company Option, the product of (Ai) the excess, if any, of the Per Share Merger Consideration (plus the Special Dividend) over the Exercise Price of such Unvested Company Option and (Bii) the number of Ordinary Shares, Shares underlying such Unvested Company Option; provided, and (ii) in the case of a Company Restricted Share Award, the product of (A) the Per Share Merger Consideration and (B) the number of Ordinary Shares underlying such Company Restricted Share Award; provided that, that if the Exercise Price of any such Unvested Company Option is equal to or greater than the Per Share Merger ConsiderationConsideration (plus the Special Dividend), such Unvested Company Option shall be cancelled without any payment therefor. Any RCA issued by Parent or the Surviving Company in respect of any Unvested Company Option or Company Restricted Share Award shall be subject to the same vesting conditions and schedules applicable to such Unvested Company Option or Company Restricted Share Award without giving effect to the Transactions, and on . On the date, and to the extent, that any Unvested Company Option or Company Restricted Share Award would have become vested without giving effect to the Transactions, such corresponding portion of the RCA shall be delivered to the holder of such RCA, net of any applicable withholding taxes, in US$ by the Surviving Company or, if such payment in US$ is not permitted under applicable Law, in the equivalent amount in RMB (based on the prevailing exchange rate at the time of payment) by a PRC Subsidiary of the Company, subject to Section 2.02(c) of the Company Disclosure Schedule, as soon as practicable thereafterthereafter (without interest). (d) Any payment under this Section 2.02 shall be subject to all applicable Taxes and tax withholding requirements. (e) As of the Effective Time, all Company Share Awards shall automatically cease to exist, and each holder of a Company Share Award shall cease to have any rights with respect thereto, except the right to receive the cash payment and/or or the RCAs RCA as provided in this Section 2.02. Promptly following the date hereof, the Company shall deliver written notice to each holder of each Share Award informing such holder of the effect of the Merger on such Share Award.

Share Incentive Plans and Outstanding Company Share Awards. (a) As soon as reasonably practicable following the date hereof, the Company, acting through the Company Board or the compensation renumeration committee of the Company Board, as applicable, or otherwise, shall adopt any resolutions and take any actions that are reasonably necessary to (i) terminate the Share Incentive Plans, Plans and any relevant award agreements applicable to the Share Incentive PlansPlans or any Company Share Award, as of the Effective TimeDate, (ii) cancel each Company Share Award that is outstanding and unexercised, whether or not vested or exercisable, as of the Effective Time, Date and (iii) otherwise effectuate the provisions of this Section 2.02. From and after the Effective TimeDate, neither Parent the Buyer Group nor the Surviving Company shall be required to issue any Ordinary Shares, other share capital of the Company or the Surviving Company Company, share capital of any Buyer Group Party or any other consideration (other than as required by this Section 2.02) to any person pursuant to or in settlement of any Company Share Award. Following the adoption of such resolutions and the taking of such other actions as reasonably necessary to achieve the foregoing by the Company Board or the renumeration committee of the Company Board, the Company shall deliver written notice to each holder of a Company Share Award informing such holder of the effect of the Merger on its Company Share Awards. (b) Each Except as otherwise set forth in Section 2.02(b) of the Company Disclosure Schedule, each former holder of a Vested Company Option that is cancelled at the Effective Time Date shall, in exchange therefor, be paid by or at the direction of the Surviving Company or one of its Subsidiaries, as soon as practicable after the Effective Time Date (without interest), a cash amount equal to the product of (i) the excess, if any, of the Per Share Merger Consideration over the Exercise Price of such Vested Company Option and (ii) the number of Ordinary Shares underlying such Vested Company Option; provided, net of any applicable withholding taxes; provided that if the Exercise Price of any such Vested Company Option is equal to or greater than the Per Share Merger Consideration, such Vested Company Option shall be cancelled without any payment therefor. (c) Each former holder of an Unvested Company Option and/or Company Restricted Share Award that is cancelled at the Effective Time Date shall, in exchange therefor, receive as soon as practicable after the Effective TimeDate, a restricted cash award (“RCA”) issued by the Surviving Company in an amount in cash that is the equivalent of, (i) in the case of an Unvested Company Option, the product of (Ai) the excess, if any, of the Per Share Merger Consideration over the Exercise Price of such Unvested Company Option and (Bii) the number of Ordinary Shares, Shares underlying such Unvested Company Option; provided, and (ii) in the case of a Company Restricted Share Award, the product of (A) the Per Share Merger Consideration and (B) the number of Ordinary Shares underlying such Company Restricted Share Award; provided that, that if the Exercise Price of any such Unvested Company Option is equal to or greater than the Per Share Merger Consideration, such Unvested Company Option shall be cancelled without any payment therefor. . (d) Each former holder of a Vested Company RSU that is cancelled at the Effective Date shall, in exchange therefor, be paid by the Surviving Company or one of its Subsidiaries, as soon as practicable after the Effective Date (without interest), a cash amount equal to the product of (i) the Per ADS Merger Consideration and (ii) the number of ADSs underlying such Company RSU. (e) Each former holder of an Unvested Company RSU that is cancelled at the Effective Date shall, in exchange therefor, receive as soon as practicable after the Effective Date, a RCA issued by the Surviving Company in an amount in cash that is the equivalent of, the product of (i) the Per ADS Merger Consideration and (ii) the number of Shares underlying such Company RSU. (f) Any RCA issued by Parent or the Surviving Company in respect of any Unvested Company Option or Unvested Company Restricted Share Award RSU shall be subject to the same vesting conditions and schedules applicable to such Unvested Company Option or Unvested Company Restricted Share Award RSU, as applicable, without giving effect to the Transactions, and on . On the date, and to the extent, that any Unvested Company Option or Unvested Company Restricted Share Award RSU would have become vested without giving effect to the Transactions, such corresponding portion of the RCA shall be delivered to the holder of such RCA, net of any applicable withholding taxesTaxes, as soon as practicable thereafterin US dollars by the Surviving Company. (dg) As of the Effective TimeDate, all Company Share Awards shall automatically cease to exist, and each holder of a Company Share Award shall cease to have any rights with respect thereto, except the right to receive the cash payment and/or or the RCAs RCA as provided in this Section 2.02. (h) Any payment under this Section 2.02 shall be subject to all applicable Taxes and Tax withholding requirements. Promptly following the date hereof, the The Surviving Company shall deliver written notice pay through its payroll systems the amounts due pursuant to each holder of each Share Award informing such holder of the effect of the Merger on such Share Awardthis Section 2.02.