Common use of Shares Subject to the Plan Clause in Contracts

Shares Subject to the Plan. The aggregate number of shares of Stock which may be awarded under the Plan shall be subject to a maximum limit applicable to all Awards for the duration of the Plan (the "Maximum Limit"). The Maximum Limit shall be eight percent (8%) of the total of the outstanding shares of Stock as of the date of shareholder approval of the Plan. In addition to the foregoing, in no event shall more than twenty percent (20%) of the total number of shares on a cumulative basis be available for Restricted Stock and Performance Share Awards. For any Plan Year, no individual employee may receive an Award of Options for more than 1,000,000 shares. Subject to the above limitations, shares of Stock to be issued under the Plan may be made available from the authorized but unissued shares, or shares held by the Company in treasury or from shares purchased in the open market. For the purpose of computing the total number of shares of Stock available for Awards under the Plan, there shall be counted against the foregoing limitations the number of shares of Stock subject to issuance upon exercise or settlement of Awards and the number of shares of Stock which equal the value of performance share Awards, in each case determined as at the dates on which such Awards are granted. If any Awards under the Plan are forfeited, terminated, expire unexercised, are settled in cash in lieu of Stock or are exchanged for other Awards, the shares of Stock which were theretofore subject to such Awards shall again be available for Awards under the Plan to the extent of such forfeiture, termination, expiration, cash settlement or exchange of such Awards. Further, any shares that are exchanged (either actually or constructively) by optionees as full or partial payment to the Company of the purchase price of shares being acquired through the exercise of a stock option granted under the Plan may be available for subsequent Awards.

Shares Subject to the Plan. (1) Subject to adjustment pursuant to Article 10 hereof, the securities that may be acquired by Participants under this Plan shall consist of authorized but unissued Shares. (2) The maximum number of Shares available for issuance, in the aggregate, under this Plan shall not exceed at any time ten percent (10%) of the aggregate number of shares Shares of Stock which may be awarded under the Corporation issued and outstanding from time to time, calculated on a non diluted basis (the “Share Reserve”), such Share Reserve representing [●] Shares as of the effective date of this Plan, and all such Shares constituting the Share Reserve as of the effective date of the Plan shall be subject available for issuance pursuant to a maximum limit applicable to all Awards ISOs granted under this Plan. The number of Shares available for issuance under the duration Plan and constituting the Share Reserve will increase as the number of issued and outstanding Shares of the Plan Corporation increases from time to time. It is understood to this effect that (the "Maximum Limit"). The Maximum Limit A) canceled Awards shall be eight percent returned to the Share Reserve for reissuance should a Participant cease to be an Eligible Participant and surrender any vested and/or unvested Awards or otherwise fail to exercise their Awards before the expiration date, and (8%B) any exercise of future warrants of the total Corporation shall be taken into account to increase the Share Reserve such that it continues to represent 10% of the outstanding shares of Stock as fully diluted equity of the date Corporation. (3) No Award that can be settled in Shares issued from treasury may be granted if such grant would have the effect of shareholder approval of the Plan. In addition to the foregoing, in no event shall more than twenty percent (20%) of causing the total number of shares on a cumulative basis be available Shares subject to such Award to exceed the above-noted total numbers of Shares reserved for Restricted Stock and Performance Share issuance pursuant to the settlement of Awards. For any Plan Yeargreater certainty, no individual employee may receive an Award Section 2.4 shall not limit the Corporation’s ability to issue Awards that are payable other than in Shares issued from treasury. (4) The Corporation shall, at all times during the term of this Plan, ensure that the number of Shares it is authorized to issue is sufficient to satisfy the requirement of this Plan. (5) If the Corporation issues Shares from treasury in settlement of RSUs, DSUs or SARs or in respect of Unvested Shares, such Shares will be issued in consideration for the past services of the Participant to the Corporation, and if the Corporation issues Shares from treasury in respect of Options for more than 1,000,000 shares. Subject to the above limitations, shares of Stock to such Shares will be issued in consideration for the Option Price, as applicable, and the entitlement of the Participant under this Plan in respect of the applicable Award shall be satisfied in full by such issuance of Shares. The Board may cause Shares used to satisfy for the settlement of RSUs or DSUs granted under the Plan may to be made available from the authorized but unissued shares, or shares held by the Company in treasury or from shares purchased in instead on the open market. For the purpose of computing the total number of shares of Stock available . (6) If an outstanding Award (or portion thereof) expires or is forfeited, surrendered, cancelled or otherwise terminated for Awards under the Planany reason without having been exercised or settled in full, there shall be counted against the foregoing limitations the number of shares of Stock or if Shares acquired pursuant to an Award subject to issuance upon exercise or settlement of Awards and the number of shares of Stock which equal the value of performance share Awards, in each case determined as at the dates on which such Awards are granted. If any Awards under the Plan forfeiture are forfeited, terminatedthe Shares covered by such Award, expire unexercisedif any, are settled in cash in lieu of Stock or are exchanged for other Awards, the shares of Stock which were theretofore subject to such Awards shall will again be available for Awards issuance under the Plan Plan. Shares will not be deemed to have been issued pursuant to the extent Plan with respect to any portion of such forfeiture, termination, expiration, cash settlement or exchange of such Awards. Further, any shares an Award that are exchanged (either actually or constructively) by optionees as full or partial payment to the Company of the purchase price of shares being acquired through the exercise of a stock option granted under the Plan may be available for subsequent Awardsis settled in cash.

Shares Subject to the Plan. The (a) Subject to the provisions of paragraph (b) to (f) of this Section 3 and Section 13, the maximum aggregate number of shares of Stock Shares which may be awarded subject to Awards under the Plan shall is 483,000,000 Shares, or such lesser number of Shares determined by the Board (as such number may be subject adjusted pursuant to a Section 13, the “Share Limit”). Subject to paragraph (c) of this Section 3 and Section 13, the maximum limit applicable to number of Incentive Stock Options that may be granted is 483,000,000. The total number of Shares which may be distributed (by issuance of new Shares or transfer of treasury Shares) in respect of all Awards to be granted under the Plan represents 2.6% of the issued and outstanding Shares of the Company (excluding, for the duration avoidance of doubt, any treasury Shares held by the Plan (the "Maximum Limit"). The Maximum Limit Company, which shall not be eight percent (8%deemed issued or outstanding for any purposes) of the total of the outstanding shares of Stock as of at the date of shareholder approval of the Plan. In addition Out of the maximum aggregate number of Shares which may be subject to Awards under the Plan, the maximum aggregate number of Shares which may be distributed (by issuance of new Shares or transfer of treasury Shares) in respect of all Awards to be granted under the Plan to Service Providers shall not exceed 93,716,369, or such lesser number of Shares determined by the Board (as such number may be adjusted pursuant to Section 13, the “Service Provider Sub- Limit”). The Service Provider Sub-Limit represents 0.5% of the issued and outstanding Shares of the Company (excluding, for the avoidance of doubt, any treasury Shares held by the Company, which shall not be deemed issued or outstanding for any purposes) as at the date of approval of the Plan. Pursuant to the foregoingrules of the HKSE, the total number of Shares which may be distributed by issuance of new Shares or transfer of treasury Shares (together with Shares issued or transferred to and held in the Shares Pool at any time (including all Returned Shares which are treated as available for meeting future grant of Awards for the purpose of the Plan, but not otherwise)) in respect of all Awards to be granted under the Plan and any other share incentive schemes maintained by the Company for the issuance of new Shares to Service Personnel shall not exceed 10% of the Shares issued and outstanding (excluding, for the avoidance of doubt, any treasury Shares held by the Company, which shall not be deemed issued or outstanding for any purposes) as at the date of approval of the Plan by the shareholders of the Company. Subject to the immediately following sentence, the Company may refresh or grant Awards beyond the Share Limit and the Service Provider Sub-Limit as permitted and subject to the requirements under the Applicable Laws. Notwithstanding any provision of the Plan to contrary, any increase to the Share Limit shall require the approval of the Company’s shareholders. For the avoidance of doubt, if the Company conducts a Corporate Actions (as defined below) with respect to the Shares, the number of Shares subject to the Share Limit and the Service Provider Sub- Limit shall be proportionally and equitably adjusted to comply with, among other things, the rules of the HKSE. (b) The Awards shall be settled by Shares issued or distributed by the Company to the Participants, or, as directed by the Administrator, by Awarded Shares in the Shares Pool to be distributed to, or disposed of for the benefit of, the Participants by the Trustee. Shares subject to Awards granted to Participants may not be Awarded Shares from the date of the grant of the Award, except that Shares issued to the Trust shall be Awarded Shares and subject to Awards granted to Participants from the date of the issue of such Shares to the Trust. (c) If an Award (or any portion thereof) terminates, expires, lapses, becomes ab initio void or is cancelled for any reason without such Shares being issued to, distributed or disposed of on behalf of a Participant, any Shares subject to the Award (or such portion thereof) may again be available for the grant of an Award pursuant to the Plan (unless the Plan has terminated). However, Shares that have actually been issued to, distributed or disposed of by the Trustee under the Plan pursuant to Awards under the Plan shall not become Returned Shares (except if such Shares were issued with respect to Awards which lapse) and shall not become available for future distribution under the Plan unless the limitation in Section 3(a) is not yet utilized or is otherwise increased. (d) Shares withheld or not issued or distributed by the Company, or issued to but then withheld and not distributed by the Trust, may again be optioned, granted or awarded hereunder if such Award lapses according to the terms of the Plan or the Award Agreement (which Shares if held in the Trust shall become Returned Shares). (e) No individual Service Personnel shall be granted Awards where such grant will result in the aggregate number of Shares issued and to be issued to such Service Personnel (excluding any Awards lapsed in accordance with the terms of the Plan) in the 12 month period up to and including the date of such grant exceeding 1% of the total number of Shares in issue (excluding, for the avoidance of doubt, any treasury shares held by the Company, which shall not be deemed issued or outstanding for any purposes), unless such grant is approved by the shareholders of the Company (with such Service Personnel and his associates abstaining from voting). (f) Notwithstanding anything to the contrary contained herein, in no event shall more than twenty percent (20%) any of the total number of shares on a cumulative basis be following Shares again become available for Restricted Stock and Performance Share Awards. For any Plan Year, no individual employee may receive an Award of Options for more than 1,000,000 shares. Subject to the above limitations, shares of Stock to be issued under the Plan may be made available from the authorized but unissued shares, or shares held by the Company in treasury or from shares purchased in the open market. For the purpose of computing the total number of shares of Stock available for other Awards under the Plan, there shall be counted against the foregoing limitations the number of shares of Stock subject to issuance upon exercise : (i) Shares tendered or settlement of Awards and the number of shares of Stock which equal the value of performance share Awards, in each case determined as at the dates withheld on which such Awards are granted. If any Awards under the Plan are forfeited, terminated, expire unexercised, are settled in cash in lieu of Stock or are exchanged for other Awards, the shares of Stock which were theretofore subject to such Awards shall again be available for Awards under the Plan to the extent of such forfeiture, termination, expiration, cash settlement or exchange of such Awards. Further, any shares that are exchanged (either actually or constructively) by optionees as full or partial payment to the Company of the purchase price of shares being acquired through the exercise of Options or other Awards for the payment of the exercise price or purchase price thereof, as applicable; (ii) Shares tendered by a stock option granted under Participant to satisfy withholding taxes in connection with the Plan may be available for subsequent Awardsexercise of Options or Share Appreciation Rights or in settlement of any other Award; (iii) Shares not issued upon the settlement of a Share Appreciation Right that settles in Shares (or could settle in Shares); and (iv) Shares purchased on the open market with cash proceeds from the exercise of Options or Share Appreciation Rights.

Shares Subject to the Plan. The aggregate 4.1 Subject to adjustment in accordance with Section 14, no more than [INSERT NUMBER]1 shares of Common Stock shall be available for the grant of Awards under the Plan (the “Total Share Reserve”). Any shares of Common Stock granted in connection with Options and Stock Appreciation Rights shall be counted against this limit as one (1) share for every one (1) Option or Stock Appreciation Right awarded. Any shares of Common Stock granted in connection with Awards other than Options and Stock Appreciation Rights shall be counted against this limit as two (2) shares of Common Stock for every one (1) share of Common Stock granted in connection with such Award. During the terms of the Awards, the Company shall keep available at all times the number of shares of Common Stock which required to satisfy such Awards. 4.2 Shares of Common Stock available for distribution under the Plan may consist, in whole or in part, of authorized and unissued shares, treasury shares or shares reacquired by the Company in any manner. 1 To be equal to 15% of the fully diluted outstanding Common Stock of the Company immediately following consummation of the mergers. 4.3 Subject to adjustment in accordance with Section 14, no more than [NUMBER]2 shares of Common Stock may be awarded issued in the aggregate pursuant to the exercise of Incentive Stock Options (the “ISO Limit”). 4.4 The maximum number of shares of Common Stock subject to Awards granted during a single Fiscal Year to any Non-Employee Director, together with any cash fees paid to such Non-Employee Director during the Fiscal Year shall not exceed a total value of $[NUMBER]3 (calculating the value of any Awards based on the grant date fair value for financial reporting purposes). 4.5 Any shares of Common Stock subject to an Award that expires or is canceled, forfeited, or terminated without issuance of the full number of shares of Common Stock to which the Award related will again be available for issuance under the Plan. Any shares of Common Stock that again become available for future grants pursuant to this Section 4.5 shall be added back as one (1) share if such shares were subject to Options or Stock Appreciation Rights and as two (2) shares if such shares were subject to other Awards. Notwithstanding anything to the contrary contained herein: shares subject to an Award under the Plan shall not again be subject to a maximum limit applicable to all Awards for the duration of the Plan (the "Maximum Limit"). The Maximum Limit shall be eight percent (8%) of the total of the outstanding shares of Stock as of the date of shareholder approval of the Plan. In addition to the foregoing, in no event shall more than twenty percent (20%) of the total number of shares on a cumulative basis be made available for Restricted Stock and Performance Share Awards. For any Plan Year, no individual employee may receive an Award of Options for more than 1,000,000 shares. Subject to the above limitations, shares of Stock to be issued issuance or delivery under the Plan may be made available from the authorized but unissued sharesif such shares are (a) shares tendered or withheld in payment of an Option, (b) shares delivered or shares held withheld by the Company in treasury to satisfy any tax withholding obligation, or from (c) shares purchased covered by a stock-settled Stock Appreciation Right or other Awards that were not issued upon the settlement of the Award. 4.6 Awards may, in the open market. For sole discretion of the purpose of computing the total number of shares of Stock available for Awards Committee, be granted under the PlanPlan in assumption of, there or in substitution for, outstanding awards (“Original Awards”) previously granted by an entity acquired by the Company or with which the Company combines (“Substitute Awards”). Substitute Awards shall not be counted against the Total Share Reserve; provided, that, Substitute Awards issued in connection with the assumption of, or in substitution for, outstanding options intended to qualify as Incentive Stock Options shall be counted against the foregoing limitations ISO limit. Subject to applicable stock exchange requirements, available shares under a shareholder-approved plan of an entity directly or indirectly acquired by the number of shares of Stock subject Company or with which the Company combines (as appropriately adjusted to issuance upon exercise reflect such acquisition or settlement of Awards and the number of shares of Stock which equal the value of performance share Awards, in each case determined as at the dates on which such Awards are granted. If any Awards under the Plan are forfeited, terminated, expire unexercised, are settled in cash in lieu of Stock or are exchanged for other Awards, the shares of Stock which were theretofore subject to such Awards shall again transaction) may be available used for Awards under the Plan and shall not count toward the Total Share Limit. Substitute Awards may be made on such terms and conditions, including with respect to vesting, as are consistent with the extent of such forfeiture, termination, expiration, cash settlement or exchange of such Awards. Further, any shares that are exchanged (either actually or constructively) by optionees as full or partial payment to the Company terms and conditions of the purchase price of shares being acquired through the exercise of a stock option granted under the Plan may be available for subsequent Original Awards.

Shares Subject to the Plan. The aggregate number of shares of Stock which may be awarded under the Plan shall be subject to a maximum limit applicable to all Awards for the duration of the Plan (the "Maximum Limit"). The Maximum Limit shall be eight percent (8%) of the total of the outstanding shares of Stock as of the date of shareholder approval of the Plan. In addition to the foregoing, in no event shall more than twenty percent (20%) of the total number of shares on a cumulative basis be available for Restricted Stock and Performance Share Awards. For Further, for any Plan Year, : (a) no individual employee Key Employee may receive an Award of Options for more than 1,000,000 shares, and (b) no individual Key Employee may receive an Award of Performance Shares for more than 200,000 shares. Subject to the above limitations, shares of Stock to be issued under the Plan may be made available from the authorized but unissued shares, or shares held by the Company in treasury or from shares purchased in the open market. For the purpose of computing the total number of shares of Stock available for Awards under the Plan, there shall be counted against the foregoing limitations the number of shares of Stock subject to issuance upon exercise or settlement of Awards and the number of shares of Stock which equal equals the value of performance share Awards, in each case determined as at the dates on which such Awards are granted. If any Awards under the Plan are forfeited, terminated, expire unexercised, are settled in cash in lieu of Stock or are exchanged for other Awards, the shares of Stock which were theretofore subject to such Awards shall again be available for Awards under the Plan to the extent of such forfeiture, termination, expiration, cash settlement or exchange of such Awards. Further, any shares of Stock that are exchanged (either actually or constructively) by optionees as full or partial payment to the Company of the purchase price of shares of Stock being acquired through the exercise of a stock option an Option granted under the Plan may be available for subsequent Awards.

Shares Subject to the Plan. The aggregate a. Subject to adjustment as provided in Section 4(c) hereof, the total number of shares of Stock which may be awarded Shares reserved for issuance in connection with Awards under the Plan shall be subject 800,000. No Award may be granted if the number of Shares to a maximum limit applicable to all Awards for the duration of the Plan (the "Maximum Limit"). The Maximum Limit shall be eight percent (8%) of the total of the outstanding shares of Stock as of the date of shareholder approval of the Plan. In addition which such Award relates, when added to the foregoing, in no event shall more than twenty percent (20%) of the total number of shares on a cumulative basis be available for Restricted Stock and Performance Share Awards. For any Plan Year, no individual employee may receive an Award of Options for more than 1,000,000 shares. Subject to the above limitations, shares of Stock to be Shares previously issued under the Plan may be made available from the authorized but unissued shares, or shares held by the Company in treasury or from shares purchased in the open market. For the purpose of computing the total number of shares of Stock available for Awards under the Plan, there shall be counted against the foregoing limitations exceeds the number of shares of Stock subject to issuance upon exercise or settlement of Awards and Shares reserved under the number of shares of Stock which equal the value of performance share Awards, in each case determined as at the dates on which such Awards are grantedpreceding sentence. If any Awards are forfeited, cancelled, terminated, exchanged or surrendered or such Award is settled in cash or otherwise terminates without a distribution of Shares to the Participant, any Shares counted against the number of Shares reserved and available under the Plan are forfeited, terminated, expire unexercised, are settled in cash in lieu of Stock or are exchanged for other Awards, the shares of Stock which were theretofore subject with respect to such Awards shall Award shall, to the extent of any such forfeiture, settlement, termination, cancellation, exchange or surrender, again be available for Awards under the Plan Plan. Upon the exercise of any Award granted in tandem with any other Awards, such related Awards shall be cancelled to the extent of the number of Shares as to which the Award is exercised. Subject to adjustment as provided in Section 4(c) hereof, the maximum number of Shares with respect to which options or SARs may be granted during a calendar year to any Eligible Employee under this Plan shall be 100,000 Shares. b. Any Shares distributed pursuant to an Award may consist, in whole or in part, of authorized and unissued Shares or treasury Shares including Shares acquired by purchase in the open market or in private transactions. c. In the event that the Committee shall determine that any dividend in Shares, recapitalization, Share split, reverse split, reorganization, merger, consolidation, spin-off, combination, repurchase, or share exchange, or other similar corporate transaction or event, affects the Shares such forfeiturethat an adjustment is appropriate in order to prevent dilution or enlargement of the rights of Eligible Employees under the Plan, terminationthen the Committee shall make such equitable changes or adjustments as it deems appropriate and, expirationin such manner as it may deem equitable, cash settlement adjust any or exchange all of such (i) the number and kind of shares which may thereafter be issued under the Plan, (ii) the number and kind of shares, other securities or other consideration issued or issuable in respect of outstanding Awards, and (iii) the exercise price, xxxxx xxxxx, or purchase price relating to any Award. FurtherIn addition, any shares that are exchanged the Committee is authorized to make adjustments in the terms and conditions of, and the criteria and performance objectives included in, Awards in recognition of unusual or non-recurring events (either actually or constructivelyincluding, without limitation, events described in the preceding sentence) by optionees as full or partial payment to affecting the Company or any Subsidiary or Affiliate or the financial statements of the purchase price of shares being acquired through the exercise of a stock option granted under the Plan may be available for subsequent AwardsCompany or any Subsidiary or Affiliate, or in response to changes in applicable laws, regulations, or accounting principles.

Shares Subject to the Plan. The maximum aggregate number of shares Shares of Stock Equity Office for which awards may be awarded granted under the Plan shall be subject to a maximum limit applicable to all Awards for the duration of the Plan (the "Maximum Limit"). The Maximum Limit shall be eight percent (8%) of the total not exceed [6.8% of the outstanding shares Shares, calculated on a fully diluted basis (but excluding Shares subject to options under the Equity Office Properties Trust 2003 Share Option and Share Incentive Plan) and determined annually on the first day of Stock as each calendar year. No more than one-half of the date maximum aggregate number of shareholder approval Shares may be granted as Share Awards under the Plan][20,000,000 Shares. No more than 10,000,000 Shares may be available for issuance pursuant to Awards other than Awards of options]. To the extent that options granted under the Plan expire unexercised or are terminated, surrendered or canceled, the Shares allocated to such options shall again become available for future grants under the Plan, unless the Plan has terminated. In the event of any change in the outstanding Shares due to a Share dividend, split, recapitalization, merger, consolidation, combination, exchange or similar change, the number of Shares reserved for issuance under the Plan and Shares subject to outstanding awards shall be proportionately adjusted by the Committee such that the value of the PlanShares available for awards under the Plan and the value of Shares subject to outstanding awards remains unchanged. In addition to the foregoingThe Committee may make this adjustment in any manner it deems equitable; however, in no event shall more than twenty percent (20%) shall: • the exercise price of an option be adjusted below par value of the total number of shares on a cumulative basis be available for Restricted Stock and Performance Share Awards. For Shares; or • any Plan Year, no individual employee may receive an Award of Options for more than 1,000,000 shares. Subject to the above limitations, shares of Stock to fractional Shares be issued under upon the Plan may be made available from exercise of an option. If the authorized but unissued sharesadjustment results in fractional Shares, or shares held by the Company in treasury or from shares purchased in the open market. For the purpose of computing the total number of shares of Stock available for Awards under the Plan, there cash shall be counted against issued upon the foregoing limitations the number exercise of shares of Stock subject to issuance upon exercise or settlement of Awards and the number of shares of Stock which equal the value of performance share Awards, in each case determined as at the dates on which such Awards are granted. If any Awards under the Plan are forfeited, terminated, expire unexercised, are settled in cash an option in lieu of Stock any fractional Shares. If you receive cash or are exchanged another security in exchange for other Awardsa non-vested Share in connection with any of the foregoing, the shares of Stock which were theretofore subject to such Awards shall again be available for Awards under the Plan any conditions and restrictions applicable to the extent of such forfeiture, termination, expiration, cash settlement or exchange of such Awards. Further, any shares that are exchanged (either actually or constructively) by optionees as full or partial payment Share will continue to apply to the Company of cash or property received until the purchase price of shares being acquired through the exercise of a stock option granted under the Plan may be available for subsequent AwardsShare would have vested.