FOCUS MEDIA HOLDING LIMITED
2010 EMPLOYEE SHARE OPTION PLAN
1. Purposes of the Plan.
The purposes of this Employee Share Option Plan are to attract and retain the best available personnel, to
provide additional incentive to Employees, Directors and Consultants and to promote the success of the
As used herein, the following definitions shall apply:
2.1 “Administrator” means the Committee, or, if the Committee is temporarily not administering the Plan,
the Board or any other Committee appointed to administer the Plan.
2.2 “Applicable Laws” means the legal requirements relating to the administration of share incentive plans,
if any, under applicable provisions of the U.S. federal securities laws, the U.S. state corporate and securities
laws, the Code, the rules of any applicable stock exchange or national market system, and the laws and rules of
any jurisdiction outside the U.S. applicable to Options, SARs or Restricted Shares granted to residents therein.
2.3 “Board” means the Board of Directors of the Company.
2.4 “Code” means the U.S. Internal Revenue Code of 1986, as amended.
2.5 “Committee” means initially the Compensation Committee and of the Company, and, to the extent
otherwise determined by the Board, any other committee appointed by the Board to administer the Plan,
provided that the Committee shall consist of not fewer than two (2) members of the Board, and shall, following
the Registration Date and, solely to the extent required to comply with Applicable Laws, be composed of “non-
employee” directors within the meaning of Rule 16b-3 as promulgated under the Exchange Act and “outside
directors” within the meaning of the Code. To the extent the Plan is administered by the Board, the term
“Committee” shall refer to the Board.
2.6 “Company” means Focus Media Holding Limited, a company incorporated under the laws of the