E-HOUSE (CHINA) HOLDINGS LIMITED
SHARE INCENTIVE PLAN
The purpose of the E-House (China) Holdings Limited Share Incentive Plan
(the "Plan") is to promote the success and enhance the value of E-House (China)
Holdings Limited, 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
2.2 "Award" means an Option, Restricted Share or Restricted Share Units 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 dire