2005 Stock Incentive Plan
Stock Appreciation Rights Award Agreement
Name of Grantee:
Number of Granted Shares:
1. Grant of Stock Appreciation Right.
Pursuant to the CDC Corporation 2005 Stock Incentive Plan (the “Plan”), CDC Corporation, a Cayman Islands company (the
“Company”), hereby grants to the Grantee named above (the “Grantee”) a stock appreciation right (the “SAR”) which
represents the right to receive the aggregate dollar value of appreciation (“Appreciation”) in the Fair Market Value (defined in
the Plan) of the Company’s Class A Common Shares, par value US$0.00025 per share (the “Common Shares”), of the Company
on the number of Granted Shares specified above (the “Granted Shares”), subject to the terms and conditions set forth herein
and in the Plan. In accordance with Section 6(c) of the Plan, the Granted Price specified above (“Granted Price”) shall not be less
than eighty-five percent (85%) of the Fair Market Value of a share of the Common Shares on the Grant Date specified above
Notwithstanding anything herein to the contrary, this Stock Appreciation Rights Award Agreement (“SAR Award Agreement”)
shall be subject to and governed by all the terms and conditions of the Plan. Capitalized terms used herein without definition
shall have the same meaning given to such term in the Plan. The Grantee hereby agrees to be bound by all the terms, conditions
and restrictions described herein and in the Plan.
2. Vesting Schedule.
No portion of this SAR may be exercised until the date on which such portion has or shall have vested. Except as set forth
herein and in the Plan, and subject to the determination of the Company in its sole discretion to accelerate the vesting schedule
hereunder due to other circumstances, and subject to adjustment of the vesting schedule to provide for reduced or extended
vesting of Granted Shares in the event that the Grantee is no longer a director or becomes employed o