PANSOFT COMPANY LIMITED
2008 STOCK INCENTIVE PLAN
1. Purpose and Effective Date .
(a) The purpose of the Pansoft Company Limited 2008 Stock Incentive Plan (the “Plan”) is to further
the long term stability and financial success of Pansoft Company Limited (the “Company”) by attracting and
retaining personnel, including employees, non-employee directors, and consultants, through the use of stock
incentives. It is believed that ownership of Company stock will stimulate the efforts of those employees upon
whose judgment, interest and efforts the Company is and will be largely dependent for the successful conduct of
(b) The Plan was adopted by the Board of Directors of the Company on July 20, 2008 (the
2. Definitions .
(a) Act . The Securities Exchange Act of 1934, as amended.
(b) Affiliate . The meaning assigned to the term “affiliate” under Rule 12b-2 of the Act.
(c) Applicable Withholding Taxes . The aggregate amount of federal, state and local income and
payroll taxes that the Company is required to withhold (based on the minimum applicable statutory withholding
rates) in connection with any exercise of an Option or the award, lapse of restrictions or payment with respect to
(d) Award . The award of an Option or Restricted Stock under the Plan.
(e) Beneficiary . The person or persons entitled to receive a benefit pursuant to an Award upon the
death of a Participant.
(f) Board . The Board of Directors of the Company.
(g) Cause . Dishonesty, fraud, misconduct, gross incompetence, gross negligence, breach of a
material fiduciary duty, material breach of an agreement with the Company, unauthorized use or disclosure of
confidential information or trade secrets, or conviction or confession of a crime punishable by law (except minor
violations), in each case as determined by the Committee, which determination shall be binding. Notwithstanding
the foregoing, if “Cause” is defined in