E XHIBIT 10.1
CHINA SUNERGY CO., LTD.
SHARE INCENTIVE PLAN
The purpose of the China Sunergy Co., Ltd. Share Incentive Plan (the “ Plan ”) is to promote the success and enhance the
value of China Sunergy Co., Ltd., a company formed under the laws of the Cayman Islands (the “ Company ”) by linking the
personal interests of the members of the Board, Employees, and Consultants to those of Company shareholders and by
providing such individuals with an incentive for outstanding performance to generate superior returns to Company
shareholders. The Plan is further intended to provide flexibility to the Company in its ability to motivate, attract, and retain the
services of members of the Board, Employees, and Consultants upon whose judgment, interest, and special effort the
successful conduct of the Company’s operation is largely dependent.
DEFINITIONS AND CONSTRUCTION
Wherever the following terms are used in the Plan they shall have the meanings specified below, unless the context clearly
indicates otherwise. The singular pronoun shall include the plural where the context so indicates.
2.1 “ Applicable Laws ” means the legal requirements relating to the Plan and the Awards under applicable provisions of
the corporate, securities, tax and other laws, rules, regulations and government orders, and the rules of any applicable stock
exchange or national market system, of any jurisdiction applicable to Awards granted to residents therein.
2.2 “ Award ” means an Option award granted to a Participant pursuant to the Plan.
2.3 “ Award Agreement ” means any written agreement, contract, or other instrument or document evidencing an Award,
including through electronic medium.
2.4 “ Board ” means the Board of Directors of the Company.
2.5 “ Change in Control ” means a change in ownership or control of the Company after the Registration Date effected
through either of the following transactions:
(a) the direct or indirect acquisition by any person or related group of