AMBOW EDUCATION HOLDING LTD.
2010 EQUITY INCENTIVE PLAN
1. Purposes of the Plan . The purposes of this Plan are:
The Plan permits the grant of Incentive Stock Options, Nonstatutory Stock Options, Restricted Shares, Restricted
Share Units, Share Appreciation Rights, Performance Units and Performance Shares.
2. Definitions . As used herein, the following definitions will apply:
(a) “ Administrator ” means the Board or any of its Committees as will be administering the Plan, in accordance with
Section 4 of the Plan.
(b) “ ADS ” means an American Depository Share corresponding to a Share or Shares, as applicable.
(c) “ Applicable Laws ” means the requirements relating to the administration of equity-based awards under U.S. state
corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Plan
Shares are listed or quoted and the applicable laws of any foreign country or jurisdiction where Awards are, or will be, granted
under the Plan.
(d) “ Award ” means, individually or collectively, a grant under the Plan of Options, Share Appreciation Rights,
Restricted Shares, Restricted Share Units, Performance Units or Performance Shares.
(e) “ Award Agreement ” means the written or electronic agreement setting forth the terms and provisions applicable
to each Award granted under the Plan. The Award Agreement is subject to the terms and conditions of the Plan.
(f) “ Board ” means the Board of Directors of the Company.
(g) “ Change in Control ” means the occurrence of any of the following events:
(i) A change in the ownership of the Company which occurs on the date that any one person, or more than one
person acting as a group (“ Person ”), acquires ownership of the shares of the Company that, together with the shares held by
such Person, constitutes more than 50% of the total voting power of the shares of the Company; provided, however, that for
purposes of this subsection (i), the acquisition of additional sha