AIRMEDIA GROUP INC.
2007 SHARE INCENTIVE PLAN
The purpose of the 2007 Share Incentive Plan (the “ Plan ”) is to promote the success and enhance the value of AirMedia
Group Inc., 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 the Company shareholders and by providing such individuals
with an incentive for outstanding performance to generate superior returns to the 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 Share
exchange or national market system, of any jurisdiction applicable to Awards granted to residents therein.
2.2 “ Award ” means an Option, a Restricted Share award, a Share Appreciation Right award, a Dividend Equivalents
award, a Share Payment award, a Deferred Share award, or a Restricted Share Unit award granted to a Participant pursuant to the
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 effecte