SECOND AMENDED AND RESTATED
SILICON MOTION TECHNOLOGY CORPORATION
2005 EQUITY INCENTIVE PLAN
(a) General Purpose. The Company, by means of the Plan, seeks to retain the services of Eligible Recipients, to secure and
retain the services of new members of this group and to provide incentives for such persons to exert maximum efforts for the
success of the Company and, if applicable, any of the Company’s parents and subsidiaries.
(b) Available Stock Awards. The purpose of the Plan is to provide a means by which Eligible Recipients may be given an
opportunity to benefit from increases in value of the Ordinary Shares through the granting of the following Stock Awards:
(i) Incentive Stock Options, (ii) Nonstatutory Stock Options, (iii) stock bonuses, (iv) Restricted Stock grants, (v) Restricted
Stock Unit grants and (vi) Stock Appreciation Rights.
“Affiliate” means any Parent or Subsidiary of the Company, whether now or hereafter existing.
“Board” means the Board of Directors of the Company.
“Change in Control” means (i) the consummation of a merger or consolidation of the Company with or into another entity
or any other corporate reorganization, if more than 50% of the combined voting power of the continuing or surviving entity’s
securities outstanding immediately after such merger, consolidation or other reorganization is owned by persons who were not
shareholders of the Company immediately prior to such merger, consolidation or other reorganization; or (ii) the sale, transfer or
other disposition of all or substantially all of the Company’s assets. A transaction shall not constitute a Change in Control if its
sole purpose is to change the jurisdiction of the Company’s incorporation or to create a holding company that will be owned in
substantially the same proportions by the persons who held the Company’s securities immediately before such transaction.
“Code” means the Internal Revenue Code of 1986, as amended.
“Committee” means a committee