| 1 |
Purpose.
The purpose of the 2007 Equity Performance and Incentive Plan (the
“Plan”)
is to attract and retain officers, employees, non-employee directors
and
consultants for Actions Semiconductor Co., Ltd., a Cayman Islands
exempted
company, and its Subsidiaries and to provide to such persons incentives
to
stay with the Company and make superior contributions to the Company
in
the future.
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| 2 |
Definitions.
As
used in this Plan,
|
| (a) |
“Board”
means the Board of Directors of the Company and, to the extent of any
delegation by the Board to a committee (or subcommittee thereof) pursuant
to Section 13 of this Plan, such committee (or
subcommittee).
|
| (b) |
“Company”
means Actions Semiconductor Co., Ltd., a Cayman Islands exempted company,
or any successor corporation thereto.
|
| (c) |
“Date
of Grant” means the date specified by the Board on which a grant of Option
Rights or a grant or sale of Restricted Shares or Restricted Share
Units
will become effective (which date will not be earlier than the date
on
which the Board takes action with respect thereto).
|
| (d) |
“Director”
means a member of the Board of Directors of the
Company.
|
| (e) |
“Evidence
of Award” means an agreement, certificate, resolution or other type or
form of writing or other evidence approved by the Board that sets forth
the terms and conditions of the awards granted. An Evidence of Award
may
be in an electronic medium, may be limited to notation on the books
and
records of the Company and, with the approval of the Board, need not
be
signed by a representative of the Company or a Participant.
|
| (f) |
“Market
Value per Share” means, as of any particular date, the fair market value
of one of the Shares of the Company as determined by the
Board.
|
| (g) |
“Optionee”
means the optionee named in an Evidence of Award evidencing an outstanding
Option Right.
|
| (h) |
“Option
Price” means the purchase price payable on exercise of an Option
Right.
|
| (i) |
“Option
Right” means the right to purchase Shares upon exercise of an option
granted pursuant to Section 4 of this
Plan.
|
| (j) |
“Participant”
means a person who is selected by the Board to receive benefits under
this
Plan and who is at the time an officer, employee, non-employee director
or
consultant of the Company or any one or more of its Subsidiaries, or
who
has agreed to commence serving in any of such capacities within 90
days of
the Date of Grant. The term “Participant” shall also include any person
who provides services to the Company or a Subsidiary that are equivalent
to those typically provided by an
employee.
|
| (k) |
“PRC”
means the People’s Republic of China.
|
| (l) |
“Restriction
Period” means the period of time during which Restricted Share Units are
subject to deferral limitations under Section 6 of this
Plan.
|
| (m) |
“Restricted
Shares” means Shares granted or sold pursuant to Section 5 of this Plan as
to which neither the risk of forfeiture nor the prohibition on transfers
referred to in such Section 5 has
expired.
|
| (n) |
“Restricted
Share Units” means an award made pursuant to Section 6 of this Plan of the
right to receive Shares at the end of a specified Restriction
Period.
|
| (o) |
“Shares”
means the American Depositary Shares representing ordinary shares,
par
value US $0.000001 per share, of the Company, or any security into
which
such Shares may be changed by reason of any transaction or event of
the
type referred to in Section 9 of this
Plan.
|
| (p) |
“Subsidiary”
means a corporation, company or other entity (i) more than 50 percent
of
whose outstanding shares or securities (representing the right to vote
for
the election of directors or other managing authority) are, or (ii)
which
does not have outstanding shares or securities (as may be the case
in a
partnership, joint venture or unincorporated association), but more
than
50 percent of whose ownership interest representing the right generally
to
make decisions for such other entity is, now or hereafter, owned or
controlled, directly or indirectly, by the
Company.
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| 3 |
Shares
Available Under the Plan.
Subject to adjustment as provided in Section 9 of this Plan, the
number of
Shares that may be issued or transferred (i)
upon the exercise of Option Rights, (ii) as Restricted Shares and
released
from the risk of forfeiture thereof, (iii) upon payment of Restricted
Share Units, or (iv) in payment of dividend equivalents paid with
respect
to awards made under the Plan shall not exceed in the aggregate 8,000,000
Shares. In addition to the Shares authorized by the preceding
sentence,
to the extent any award under this Plan otherwise terminates without
the
issuance of some or all of the Shares underlying the award to a
participant or if any Option Right under this Plan terminates without
having been exercised in full, the Shares underlying such award,
to the
extent of any such forfeiture or termination, shall be available
for
future grant under this Plan and credited toward the Plan limit.
Such
Shares may be
Shares of original issuance
or
Shares that have been previously issued and acquired by the
Company
or
a combination of the foregoing.
The Board may, at any time, increase or reduce the number of Shares
subject to this Plan, but not below the number of Shares then issuable
upon outstanding, unexercised Option Rights and unvested Restricted
Shares
and Restricted Share Units.
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| 4 |
Option
Rights.
The Board may, from time to time and upon such terms and conditions
as it
may determine, authorize the granting to Participants of options
to
purchase Shares. Each such grant may utilize any or all of the
authorizations, and will be subject to all of the requirements contained
in the following provisions:
|
| (a) |
Each
grant will specify the number of Shares to which it pertains subject
to
the limitations set forth in Section 3 of this
Plan.
|
| (b) |
Each
grant will specify an Option Price per Share, which may not be less
than
the Market Value per Share on the Date of
Grant.
|
| (c) |
Each
grant will specify whether the Option Price will be payable (i) in
cash or
by check acceptable to the Company in a currency determined by the
Board,
(ii) to the extent authorized by the Board, by the actual or constructive
transfer to the Company of Shares owned by the Optionee for at least
six
months having a value at the time of exercise equal to the total Option
Price, (iii) by such other method of payment authorized by the Board,
or
(iv) by a combination of such methods of
payment.
|
| (d) |
To
the extent permitted by law, any grant may provide for deferred payment
of
the Option Price from the proceeds of sale through a broker on a date
satisfactory to the Company of some or all of the Shares to which such
exercise relates.
|
| (e) |
Successive
grants may be made to the same Participant whether or not any Option
Rights previously granted to such Participant remain
unexercised.
|
| (f) |
Each
grant will specify the period or periods of continuous service by the
Optionee with the Company or any Subsidiary that is necessary before
the
Option Rights or installments thereof will become exercisable.
Notwithstanding the foregoing, any such grant of Option Rights may
provide
for the immediate exercisability of the Option Right.
|
| (g) |
Any
grant of Option Rights may specify management objectives that must
be
achieved as a condition to the exercise of such
rights.
|
| (h) |
The
Board may, on or after the Date of Grant of any Option Rights, provide
for
the payment of dividend equivalents to the Optionee on either a current
or
deferred or contingent basis or may provide that such equivalents will
be
credited against the Option Price.
|
| (i) |
No
Option Right will be exercisable more than 10 years from the Date of
Grant.
|
| (j) |
The
Board reserves the discretion after the Date of Grant to provide for
(i)
the payment of a cash bonus at the time of exercise; (ii) the availability
of a loan at exercise; (iii) the right to tender in satisfaction of
the
Option Price nonforfeitable, unrestricted Shares, which are already
owned
by the Optionee and have a value at the time of exercise that is equal
to
the Option Price.
|
| (k) |
Each
grant of Option Rights will be evidenced by an Evidence of Award. Each
Evidence of Award shall be subject to the Plan and shall contain such
terms and provisions as the Board may
approve.
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| 5 |
Restricted
Shares.
The Board may also authorize the grant or sale of Restricted Shares
to
Participants. Each such grant or sale may utilize any or all of the
authorizations, and will be subject to all of the requirements, contained
in the following provisions:
|
| (a) |
Each
such grant or sale will constitute an immediate transfer of the ownership
of Shares to the Participant in consideration of the performance of
services, entitling such Participant to voting, dividend and other
ownership rights, but subject to the risk of forfeiture and restrictions
on transfer hereinafter referred to.
|
| (b) |
Each
such grant or sale may be made without additional consideration or
in
consideration of a payment by such Participant that is less than the
Market Value per Share at the Date of
Grant.
|
| (c) |
Each
such grant or sale will provide that the Restricted Shares covered
by such
grant or sale will be subject to a risk of forfeiture for a period
to be
determined by the Board at the Date of
Grant.
|
| (d) |
Each
such grant or sale will provide that during the period for which such
risk
of forfeiture is to continue, the transferability of the Restricted
Shares
will be prohibited or restricted in the manner and to the extent
prescribed by the Board at the Date of Grant (which restrictions may
include, without limitation, rights of repurchase or first refusal
in the
Company or provisions subjecting the Restricted Shares to a continuing
risk of repurchase in the hands of any
transferee).
|
| (e) |
Any
grant of Restricted Shares may specify management objectives that,
if
achieved, will result in termination or early termination of the
restrictions applicable to such Shares.
|
| (f) |
Any
such grant or sale of Restricted Shares may require that any or all
dividends or other distributions paid thereon during the period of
such
restrictions be automatically deferred and reinvested in additional
Restricted Shares, which may be subject to the same restrictions as
the
underlying award.
|
| (g) |
Each
grant or sale of Restricted Shares will be evidenced by an Evidence
of
Award and will contain such terms and provisions, consistent with this
Plan, as the Board may approve. Unless otherwise directed by the Board,
all certificates representing Restricted Shares will be held in custody
by
the Company until all restrictions thereon will have lapsed, together
with
a stock power or powers executed by the Participant in whose name such
certificates are registered, endorsed in blank and covering such
Shares.
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| 6 |
Restricted
Share Units.
The Board may also authorize the granting or sale of Restricted Share
Units to Participants. Each such grant or sale may utilize any or
all of
the authorizations, and shall be subject to all of the requirements,
contained in the following
provisions:
|
| (a) |
Each
such grant or sale shall constitute the agreement by the Company to
deliver Shares to the Participant in the future in consideration of
the
performance of services, but subject to the fulfillment of such conditions
during the Restriction Period as the Board may
specify.
|
| (b) |
Each
such grant or sale may be made without additional consideration or
in
consideration of a payment by such Participant that is less than the
Market Value per Share at the Date of
Grant.
|
| (c) |
Each
such grant or sale shall be subject to a Restriction Period, as determined
by the Board at the Date of Grant.
|
| (d) |
During
the Restriction Period, the Participant shall have no right to transfer
any rights under his or her award and shall have no rights of ownership
in
the Restricted Share Units and shall have no right to vote them, but
the
Board may, at or after the Date of Grant, authorize the payment of
dividend equivalents on the Shares underlying such units on either
a
current or deferred or contingent basis, either in cash or in additional
Shares.
|
| (e) |
Each
grant will specify whether the Restricted Share Units will be payable
at
the end of the Restriction Period (i) in cash in a currency determined
by
the Board, (ii) by the actual transfer to the Participant of Shares,
or
(iii) by a combination of such methods of
payment.
|
| (f) |
Any
grant of Restricted Share Units may specify management objectives that,
if
achieved, will result in termination or early termination of the
Restriction Period.
|
| (g) |
Each
grant or sale of Restricted Share Units shall be evidenced by an Evidence
of Award and shall contain such terms and provisions, consistent with
this
Plan, as the Board may approve.
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| 7 |
Type
of Securities Issued.
In lieu of delivering Shares in connection with an award of Option
Rights,
Restricted Shares, or Restricted Shares Units under this Plan, the
Board
may provide, at or after the Date of Grant, that the securities to
be
issued or transferred in connection with such awards shall be ordinary
shares, par value US $0.000001, of the
Company.
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| 8 |
Transferability.
|
| (a) |
Except
as otherwise determined by the Board, no Option Right or other security
granted under this Plan shall be transferable by a Participant other
than
by will or the laws of descent and distribution. Except as otherwise
determined by the Board, Option Rights shall be exercisable during
the
Optionee’s lifetime only by him or her or by his or her guardian or legal
representative.
|
| (b) |
The
Board may specify at the Date of Grant that part or all of the Shares
that
are (i) to be issued or transferred by the Company upon the exercise
of
Option Rights or upon the termination of the Restriction Period applicable
to Restricted Share Units or (ii) no longer subject to the risk of
forfeiture and restrictions on transfer referred to in Sections 5 and
6 of
this Plan, will be subject to further restrictions on
transfer.
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| 9 |
Adjustments.
The Board shall make or provide for such adjustments in the numbers
of
Shares covered by outstanding Option Rights granted hereunder, in
the
Option Price, and in the kind of shares covered thereby, as the Board,
in
its sole discretion, exercised in good faith, may determine is equitably
required to prevent dilution or enlargement of the rights of Participants
that otherwise would result from (a) any stock dividend, stock split,
combination of shares, recapitalization or other change in the capital
structure of the Company, (b) any merger, consolidation, spin-off,
split-off, spin-out, split-up, reorganization, partial or complete
liquidation or other distribution of assets, issuance of rights or
warrants to purchase securities, or (c) any other corporate transaction
or
event having an effect similar to any of the foregoing. Moreover,
in the
event of any such transaction or event, the Board, in its discretion,
may
provide in substitution for any or all outstanding awards under this
Plan
such alternative consideration as it, in good faith, may determine
to be
equitable in the circumstances and may require in connection therewith
the
surrender of all awards so replaced. The Board shall also make or
provide
for such adjustments in the number of Shares specified in Section
3 of
this Plan as the Board in its sole discretion, exercised in good
faith,
may determine is appropriate to reflect any transaction or event
described
in this Section 9.
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| 10 |
Fractional
Shares.
The Company shall not be required to issue any fractional Shares
pursuant
to this Plan. The Board may provide for the elimination of fractions
or
for the settlement of fractions in
cash.
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| 11 |
Withholding
Taxes.
To
the extent that the Company is required to withhold PRC or other
taxes in
connection with any payment made or benefit realized by a Participant
or
other person under this Plan, and the amounts available to the Company
for
such withholding are insufficient, it will be a condition to the
receipt
of such payment or the realization of such benefit that the Participant
or
such other person make arrangements satisfactory to the Company for
payment of the balance of such taxes required to be withheld, which
arrangements (in the discretion of the Board) may include relinquishment
of a portion of such benefit.
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| 12 |
Multiple
Jurisdictions.
In order to facilitate the making of any grant under this Plan, the
Board
may provide for such special terms for awards to Participants who
are
employed by the Company or any of its Subsidiaries in any particular
jurisdiction other than the PRC, or who are nationals of any particular
jurisdiction other than the PRC, as the Board may consider necessary
or
appropriate to accommodate differences in local law, tax policy or
custom.
In addition, the Board may approve such supplements to or restatements
or
alternative versions of this Plan, including, without limitation,
a
sub-plan to this Plan, as it may consider necessary or appropriate
for
such purposes, without thereby affecting the terms of this Plan as
in
effect for any other purpose, and the Company Secretary or other
appropriate officer of the Company may certify any such document
as having
been approved and adopted in the same manner as this Plan. No such
special
terms, supplements or restatements, however, shall include any provisions
that are inconsistent with the terms of this Plan as then in effect
unless
this Plan could have been amended to eliminate such inconsistency
without
further approval by the shareholders of the
Company.
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| 13 |
Administration
of the Plan.
|
| (a) |
This
Plan will be administered by the Board, which may from time to time
delegate all or any part of its authority under this Plan to the
Compensation Committee of the Board (or a subcommittee thereof), as
constituted from time to time. A majority of the committee (or
subcommittee) will constitute a quorum, and the action of the members
of
the committee (or subcommittee) present at any meeting at which a quorum
is present, or acts unanimously approved in writing, will be the acts
of
the committee (or subcommittee). To the extent of any such delegation,
references in this Plan to the Board will be deemed to be references
to
such committee or subcommittee.
|
| (b) |
The
interpretation and construction by the Board of any provision of this
Plan
or of any agreement, notification or document evidencing the grant
of
Option Rights, Restricted Shares or Restricted Share Units and any
determination by the Board pursuant to any provision of this Plan or
of
any such agreement, notification or document will be final and conclusive.
No member of the Board will be liable for any such action or determination
made in good faith.
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| 14 |
Amendments,
Etc.
|
| (a) |
The
Board may at any time and from time to time amend the Plan in whole
or in
part; provided,
however,
that any amendment which must be approved by the shareholders of the
Company in order to comply with applicable law or the rules of the
NASDAQ
Global Market or, if the Shares are not quoted on the NASDAQ Global
Market, the principal national securities exchange upon which the Shares
are traded or quoted, will not be effective unless and until such approval
has been obtained. Nothing herein shall be construed to limit the
Company’s authority to offer similar or dissimilar benefits under other
plans or otherwise with or without further shareholder approval.
|
| (b) |
The
Board also may permit Participants to elect to defer the issuance of
Shares or the settlement of awards in cash under the Plan pursuant
to such
rules, procedures or programs as it may establish for purposes of this
Plan. The Board also may provide that deferred issuances and settlements
include the payment or crediting of dividend equivalents or interest
on
the deferral amounts.
|
| (c) |
The
Board may condition the grant of any award or combination of awards
authorized under this Plan on the surrender or deferral by the Participant
of his or her right to receive a cash bonus or other compensation
otherwise payable by the Company or a Subsidiary to the
Participant.
|
| (d) |
In
case of termination of employment by reason of death, disability or
normal
or early retirement, or in the case of hardship or other special
circumstances, of a Participant who holds an Option Right not immediately
exercisable in full, or any Restricted Shares as to which the risk
of
forfeiture or the prohibition or restriction on transfer has not lapsed,
or any Restricted Share Units as to which the Restriction Period has
not
been completed, or who holds Shares subject to any transfer restriction
imposed pursuant to Section 8(b) of this Plan, the Board may, in its
sole
discretion, accelerate the time at which such Option Right may be
exercised or the time at which such risk of forfeiture or prohibition
or
restriction on transfer will lapse or the time when such Restriction
Period will end or the time when such transfer restriction will terminate
or may waive any other limitation or requirement under any such
award.
|
| (e) |
This
Plan shall not confer upon any Participant any right with respect to
employment or other service with the Company or any Subsidiary (including,
without limitation, continuation of employment), nor shall it interfere
in
any way with any right the Company or any Subsidiary would otherwise
have
to terminate such Participant’s employment or other service at any time,
with or without cause. The terms of employment of an employee shall
not be
affected by the execution of this Plan. Awards granted under this Plan
shall not form a part of the terms of employment of an employee or
entitle
such employee to take into account awards granted under this Plan when
calculating any compensation or damages upon the termination of such
employee’s employment for any reason.
|
| (f) |
This
Plan shall be effective immediately upon its adoption by the Board;
provided,
however,
that the effectiveness of this Plan is conditioned on its approval
by the
shareholders of the Company at a meeting duly held within 12 months
after
the date this Plan is adopted by the Board. All awards under this Plan
shall be null and void if the Plan is not approved by the shareholders
within such 12-month period.
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| 15 |
Governing
Law.
The Plan and all grants and awards and actions taken thereunder shall
be
governed by and construed in accordance with the internal substantive
laws
of the Cayman Islands.
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| 16 |
Compliance
with Law.
The grant of awards and the issuance of Shares in connection with
such
awards under this Plan shall be subject to compliance with all applicable
requirements of the laws of the PRC, the laws of the Cayman Islands,
and
United States federal and state law with respect to such securities.
Option Rights may not be exercised and Restricted Share Units may
not be
paid out if the issuance of Shares would constitute a violation of
any
such applicable or other laws or regulations or the requirements
of any
stock exchange or market system upon which the Shares may then be
listed.
In addition, no Option Rights may be exercised and no Restricted
Share
Units may be paid out unless (a) a registration statement under the
United States Securities Act of 1933, as amended (the “Securities Act”),
shall at the time of exercise of the Option Rights or the payment
of the
Restricted Share Units be in effect with respect to the shares issuable
upon exercise of the Option Rights or the payment of the Restricted
Share
Units or (b) in the opinion of legal counsel to the Company, the
shares issuable upon exercise of the Option Rights or payment of
the
Restricted Share Units may be issued in accordance with the terms
of an
applicable exemption or exception from the registration requirements
of
the Securities Act. The inability of the Company to obtain from any
regulatory body having jurisdiction the authority, if any, deemed
by the
Company’s legal counsel to be necessary to the lawful issuance and sale of
any Shares hereunder shall relieve the Company of any liability in
respect
of the failure to issue or sell such shares as to which such requisite
authority shall not have been obtained. As a condition to the exercise
of
any Option Rights or payment of Restricted Share Units, the Company
may
require the Participant to satisfy any qualifications that may be
necessary or appropriate, to evidence compliance with any applicable
law
or regulation and to make any representation or warranty with respect
thereto as may be requested by the
Company.
|
| 17 |
Termination.
No
grant will be made under this Plan after January 1, 2020, but all
grants
made on or prior to such date will continue in effect thereafter
subject
to the terms thereof and of this
Plan.
|