期权文件要点分析.docVIP

2005 STOCK INCENTIVE PLAN 2005年股权激励计划 Purposes of the Plan. The purposes of this Plan are to attract and retain the best available personnel, to provide additional incentives to Employees, Directors and Consultants and to promote the success of the Company’s business. 目的 本计划旨在吸引和留住最佳人才，向雇员、董事和顾问提供额外激 励，并促进公司业务的成功开展。 Definitions. The following definitions shall apply as used herein and in the individual Award Agreements except as defined otherwise in an individual Award Agreement. In the event a term is separately defined in an individual Award Agreement, such definition shall supersede the definition contained in this Section?2. 2． 定义 以下定义适用于本股权激励计划和个人的奖励协议，个人奖励协议另有规定的除外。若个人奖励协议另行对某个术语作出了定义，则该定义应取代本第2条之定义。 “Administrator” means the Board or any of the Committees appointed to administer the Plan. (a) “管理人”是指董事会或任何被指定管理本计划的委员会。 “Applicable Laws” means the legal requirements relating to the Plan and the Awards under applicable provisions of the corporate and securities laws of the Cayman Islands, the Code, the rules of any applicable stock exchange or national market system, and the rules of any jurisdiction applicable to Awards granted to residents therein. (b) “适用法律”是指开曼群岛公司法与证券法之适用规定、税法典、有关证券交易所或全国市场系统的规则和适用于对其区域内居民给予奖励的司法管辖区域的法规中与本计划和奖励有关的法律规定。 “Assumed” means that pursuant to a Corporate Transaction either (i)?the Award is expressly affirmed by the Company or (ii)?the contractual obligations represented by the Award are expressly assumed (and not simply by operation of law) by the successor entity or its Parent in connection with the Corporate Transaction with appropriate adjustments to the number and type of securities of the successor entity or its Parent subject to the Award and the exercise or purchase price thereof which at least preserves the compensation element of the Award existing at the time of the Corporate Transaction as determined in accordance with the instruments evidencing the agreement to assume the Award. (c) ?认诺”是